10-K

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, 2013

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.S. Highway 1, Suite 200, North Palm Beach, Florida 33408 USA

(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 o    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

                                                                                                                                            Yes o   No x

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

Indicate by check mark whether the registrant has submitted electronically  and posted on its corporate 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 x   No o

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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

                                                                                                                                                Yes o   No x

The issuer's gross revenues for its most recent fiscal year were $445,488.

The aggregate market value of the voting stock held by non-affiliates of the issuer on July 10, 2013, based upon the $.03 per share close price of such stock on that date, was $812,634 based upon 27,087,811 shares (adjusted for the July 1, 2013 reverse stock split of 1 for 500)  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 July 10, 2013 was 27,118,389 shares (adjusted for the 1 for 500 reverse stock split.) 

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

		Page
PART I
ITEM 1	Description of Business	3
ITEM 2	Description of Property	7
ITEM 3	Legal Proceedings	7
ITEM 4	Mine Safety Disclosures	7
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	11
ITEM 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 8	Financial Statements	33
ITEM 9	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	33
ITEM 9A	Controls and Procedures	33
ITEM 9B	Other Information	35
PART III
ITEM 10	Directors and Executive Officers of the Registrant	35
ITEM 11	Executive Compensation	36
ITEM 12	Security Ownership of Certain Beneficial Owners and Management	38
ITEM 13	Certain Relationships and Related Transactions and Director Independence	39
ITEM 14	Principal Accountant Fees and Services	40
PART IV
ITEM 15	Exhibits	41

DOCUMENTS INCORPORATED BY REFERENCE:  See 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.

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

The Company

Attitude Drinks Incorporated (“Attitude,” “We,” “Company” or “Our”) was formed in Delaware on May 10, 1988 under the name International Sportfest, Inc. In January 1994, we acquired 100% of the issued and outstanding common stock of Pride Management Services Plc ("PMS"). PMS was a holding company of six subsidiaries in the United Kingdom engaged in the leasing of motor vehicles throughout the United Kingdom. Simultaneously with the acquisition of PMS, we changed our name to Pride, Inc. From January 1994 through October 1999, we engaged in the leasing of motor vehicles throughout the United Kingdom. On October 1, 1999, we acquired all of the issued and outstanding stock of Mason Hill & Co. and changed our name to Mason Hill Holdings, Inc. During the quarter ended June 30, 2001, our operating subsidiary, Mason Hill & Co., was liquidated by the Securities Investors Protection Corporation. As a result, we became a shell corporation whose principal business was to locate and consummate a merger with an ongoing business.

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.  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 (OTCBB: ATTD) began trading in June 2008.  Our fiscal year ends on March 31.

Nature of Business

Currently, our plan of operation during the next 12 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.

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 2013 or 2014.    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 2013. 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.

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Other products to be considered in the future will be Blenders™ ‘Meal on the Move’ which will be a lactose free milk based meal replacement in various flavors.  This product is expected to be developed and marketed in 2014, depending on available capital.

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. On August 8, 2008, we entered into an Asset Purchase Agreement with RFC BB Holdings, LLC (seller) with 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.

Production Contracts/Administration

Our operations are only in the United States and are run directly by our subsidiary, Attitude Drink Company, Inc.  On December 16, 2008, the Company 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 manufacture, package and ship such products.  The Company 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 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 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.

Management has extensive experience innovating functional products and pioneered the milk-based platform of this beverage “revolution” previously at Bravo! Brands Inc. During that time, management worked with Coca-Cola Enterprises to launch branded milk beverages nationwide. We enjoy strategic relationships, know-how, creativity and perspective in this space. We believe that the two platforms that we will address, sports recovery and functional dairy, represent the fastest growing, most innovative and highest priced drinks ever seen in the beverage industry.

Market Analysis

While there may be more current information, the most recent data that we have analyzed is informative.  According to preliminary data from New York City based Beverage Marketing Corporation which is a leading research, consulting and financial service firm dedicated to the global beverage industry, the U.S. liquid refreshment beverage market grew by 0.9% in 2011.  This marked a second year of growth after two consecutive declines, but it also represented a slowdown from 2010.  The weakened economy hindered beverages’ performance in 2008 and 2009, and improving conditions contributed to their upticks in 2010 and 2011.  Even so, higher prices did almost certainly contribute to 2011’s deceleration as lower-income consumers continued to struggle.  Even so, total liquid refreshment beverage volume exceeded 29.5 billion gallons in 2011. Premium beverages such as ready-to-drink (RTD) tea and coffee, sports beverages and energy drinks advanced particularly forcefully during 2011.  Larger more established segments such as carbonated soft drinks and fruit beverages failed to grow once again.  Energy drinks moved forward faster than all other segments with a 14.4% volume increase in 2011.  Despite this advance, the segment accounted for a relatively small share of total liquid refreshment beverage volume.  Indeed, the only liquid refreshment beverage type with a smaller share of volume was RTD coffee, which charted the second fastest surge, growing by 9.4%. Not surprisingly, no energy drink or RTD coffee brand ranked among the leading trademarks by volume.  Sports beverages, in contrast, had Gatorade (including all brand variations) as the fifth largest beverage trademark during the year, and the category it led showed exceptional vigor.  The brand topped 1 billion gallons for the first time in 2011.  Carbonated soft drinks still stood by far the biggest liquid refreshment beverage category, but they continued to lose both volume and market share.  Volume slipped by 1.7% from 13.8 billion gallons in 2010 to 13.6 billion gallons in 2011 which lowered their market shares from 47% to 46%.  Four companies accounted for all of the leading refreshment beverage trademarks. Pepsi-Cola had four brands including the only fruit beverage brand to make the list, Tropicana.  Coca-Cola had three while Nestle Waters North American had two, and Dr. Pepper Snapple Group, Inc. had one.  Beverages continued growth in 2011 proved their essential vitality, and the strong showing by high-end and functional products shows that consumers, at least the more affluent ones, are not concerned exclusively with economic considerations when making their beverage selections.

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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, findings from the Sports and Performance Nutrition 2011 Conference as published by Multi-Sport Research Ltd. on May 26, 2011 indicated the following:

-  Combined enrollment at Ironman, IM 70.3 and ITU (World Cup & World Championship) events grew more than 20% on year in 2009 as this growth came amidst global recession.

-  An online and TV push, notably by ITU in 2010, presents strong broadcast and revenue opportunities – particularly leading to 2012 and beyond.

-  Sales are largely via specialty retail rather than ‘big box’ retail.

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

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

-  Feedback indicated the top four factors that influence choice of sports nutrition:  availability near training facilities; results published in peer review articles; research evidence and blind tests; and taste and consistency.

Market Segment Strategy

As we have operated for nearly six years, our future strategy will be to 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, that product has been tabled for now. 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 latest dairy based product, “Phase III® Recovery” that was introduced in early 2010.

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.

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.

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.

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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.

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.

Employees

We currently have thirteen total employees; all but one are full time.  Six of these individuals are employed at the corporate office with one sales representative in New York,   five sale representatives in Florida and one sale representative in Georgia.

Recent developments (Increase of authorized shares and reverse stock split one-for-five hundred)

Increase of Authorized Shares

The Company established a record date on March 20, 2012 for the purpose to notify shareholders of a special meeting on April 27, 2012 at the Company’s corporate offices for the purposes to increase the authorized common shares from one billion (1,000,000,000) to five billion (5,000,000,000).  On April 27, 2012, the shareholders approved the amendment to the Company’s Certificate of Incorporation to increase its authorized common shares from one billion (1,000,000,000) to five billion (5,000,000,000). This amendment was effective with the state of Delaware on May 1, 2012.  The financial statements for the year ended March 31, 2012 reflect the authorized shares of one billion (1,000,000,000).  The authorized shares for the Series A Preferred Stock remain the same at twenty million (20,000,000). The reverse stock split of 1 for 500 that was effective on July 1, 2013 did not affect the authorized shares for the common and preferred stock.

A record date of January 29, 2013 was established to notify shareholders of a special meeting held on January 10, 2013 whereas the stockholders holding a majority voting rights of our common stock (majority stockholders) approved by written consent in lieu of a meeting of Stockholders  an amendment to the Company’s Certificate of Incorporation to increase the number of shares of authorized common stock of the Corporation to 20,000,000,000 (twenty billion) from 5,000,000,000 (five billion) and to decrease the par value of its common stock and preferred stock from $.001 to $.00001 per share.  This amendment was effective with the state of Delaware on January 30, 2013. The authorized shares for the Series A Preferred Stock remain the same at twenty million (20,000,000).  The reverse stock split of 1 for 500 that was effective on July 1, 2013 did not affect the authorized shares for the common and preferred stock.

A record date of May 10, 2013 was established to notify shareholders of a special meeting held on April 30, 2013 whereas the stockholders holding a majority voting rights of our common stock (majority stockholders) approved by written consent in lieu of a meeting of Stockholders that the  Corporation shall amend its Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of our common stock at a ratio determined by our Board of Directors up to 1 for 500 such number consisting of only whole shares.  The authorized shares for the Series A Preferred Stock remain the same at twenty million (20,000,000) and will not be subject to this reverse stock split. Our Board of Directors may (but is not required to) effect the Reverse Stock Split on or before May 14, 2014 without further stockholder approval.

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Reverse stock split one-for-five hundred

On April 29, 2013, the Board of Directors of the Corporation approved an amendment to the Certificate of Incorporation to be effective May 1, 2013 in order to effect a reverse stock split of our common stock at a ratio determined by our Board of Directors of 1 for 500 such number consisting of only whole shares.  The amendment was effective with the state of Delaware on June 25, 2013. On July 1, 2013, we implemented a reverse stock split in which all the issued and outstanding shares as of  the close of business on such date were combined and reconstituted as a smaller number of shares of common stock in a ratio of one share of common stock for every five hundred (500) shares of common stock.  We rounded up any fractional shares of new common stock issuable in connection with the reverse stock split.  Even though the reverse stock split occurred after the year ended March 31, 2013, we have restated all applicable financial data throughout this report for the years ended March 31, 2013 and March 31, 2012 for proper disclosure and comparability purposes as well as created a table in Footnote 14 – Subsequent Events that reflects applicable restated financial data for the years ended March 31, 2013 and March 31, 2012. The authorized shares of common stock were not subject to the reverse stock and remain the same twenty billon (20,000,000,000).  The issued and authorized shares for the Series A Preferred stock did not change.

Research and Development

Over the last two years, the Company spent approximately $2,425 and $2,074, respectively, on research and development activities related to the development of its Phase III® Recovery products.  All costs were borne by the Company.

ITEM 2 - DESCRIPTION OF PROPERTY

On 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 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.

ITEM 3 - LEGAL PROCEEDINGS

On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of 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 to resolve this matter as soon as practical.

On June 5, 2009, Tuttle Motor Sports, Inc. commenced a lawsuit in the state of Florida to recover the balance owed by us under a Letter of Agreement to sponsor a Top Fuel Dragster for the 2008 NHRA racing season in the amount of $803,750. Out of this total amount, only $300,000 is required to be paid in cash with the remainder to be paid in shares of common stock. This amount had already been recorded in our records.  During May, 2010, Tuttle Motor Sports, Inc. dismissed the lawsuit without prejudice.  Prior to that time, the parties went through mediation but were unable to settle.  The likelihood of an unfavorable outcome cannot be evaluated as another lawsuit possibly could be filed against the Company.

On August 21, 2009, CH Fulfillment Services, LLC commenced a lawsuit in the state of Alabama to recover past due amounts owed by us under a contract to provide shipping and fulfillment services.  The claim is for $2,106 plus interest and legal costs.  This amount was already recorded on our records as well as projected interest costs of $682 and estimated court costs of $307 for a total of $3,095. A process of garnishment by the district court in Mobile County, Alabama was approved on September 25, 2009 for the total amount of $3,095.  On October 26, 2009, the same court authorized a garnishment process to pay $657 which was done as part payment of the total due amount. Current outstanding balance due is $2,438.  No other payments have been made.

On April 20, 2012, Arena Advertising and Sports Marketing Inc commenced a lawsuit in the state of Florida to recover past due amounts owed by us in the amount of $15,000 since January 16, 2012.  The $15,000 was already recorded in our records.  A Notice of Filing Settlement was filed on August 14, 2012 in the county court of Broward County, Florida whereas a settlement plan was agreed by both parties in which we pay the total sum of $15,390 with $3,390 on September 1, 2012 and $3,000 on the first day of each following month for four months until the total is paid in full.  We have paid the entire $15,390 amount as the lawsuit has been dismissed.  No further actions are needed by the Company.

On August 30, 2012, Entercom Boston, LLC commenced a lawsuit in the state of Massachusetts to recover past due amounts owed by us in the amount of $12,365 since February, 2011.  We have already recorded the $12,365 in our records and paid a total of $9,000 of this balance.  Both parties agreed to this $9,000 amount balance as the final settlement.  Entercom filed a Notice of Voluntary Dismissal of this Civil Action as there is no further action needed by the Company.

ITEM 4 - Mine Safety Disclosures - None

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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.OB) on June 19, 2008. The approximate number of record holders of the Company’s common stock at July 3, 2013 was 6,872.

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. The table reflects the prices before and after the 1 for 500 reverse stock split, respectively:

QUARTER	HIGH STOCK PRICE		LOW STOCK PRICE
Fiscal year – 2011/2012
First Quarter	$	0.022/$11.00	$	0.008/$4.00
Second Quarter	$	0.015/$7.50	$	0.001/$0.50
Third Quarter	$	0.0046/$2.30	$	0.0008/$0.40
Fourth Quarter	$	0.0093/$4.65	$	0.001/$0.50
Fiscal year – 2012/2013
First Quarter	$	0.0034/$1.70	$	0.001/$0.50
Second Quarter	$	0.001/$0.50	$	0.0005/$0.25
Third Quarter	$	0.001/$0.50	$	0.0001/$0.05
Fourth Quarter	$	0.0004/$0.20	$	0.0001/$0.05

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.

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Securities Authorized for Issuance under Equity Compensation Plans

					Number of securities
					remaining available for future
	Number of securities to be				issuance under equity
	issued upon exercise of		Weighted average exercise		compensation plans, excluding
Plan Category	outstanding options, warrants		price of outstanding options,		securities reflected in column
	and rights		warrants and rights		(a)
	(a)		(b)		(c)
Equity compensation plans			Options have not been granted
approved by stockholders (1)	No options granted yet		thus no exercise price		No options granted yet
Equity compensation plans
not approved by stockholders (2)(3)		1,838,765/3,678		$0.06/$30.00		1,961,235/3,922
Total		1,838,765/3,678		$0.06/$30.00		1,961,235/3,922

Available to issue in future

(1)   2013 Equity Incentive Plan for a total of 500,000,000/1,000,000 options to be issued but none granted
(Filed on January 28, 2013 as a Definitive 14C Information Statement)
(2)   2007 Stock Compensation and Incentive Plan for a total of		50,000/100		124/0
(Filed on April 11, 2008 as an exhibit to Form S-1/A) and
filed on May 16, 2008 as an exhibit to Form S-8)
(3)   2010 Stock Compensation and Incentive Plan for a total of		3,750,000/7,500		1,961,111/3,922
(Filed on May 25, 2010 as an exhibit to Form S-8)
		3,800,000/7,600		1,961,235/3,922
	(a)		(c)

The above figures are shown before and after the 1 for 500 reverse stock split, respectively.

Sale of Unregistered Securities

Quarter Ended March 31, 2013

During January, 2013, we issued a promissory convertible note dated December 1, 2012 in the principal amount of $25,000 as payment of the December, 2012 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, 2013 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.

Also during January, 2013, we issued a promissory convertible note in the principal amount of $25,000 as payment of the January, 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 of this note is payable at the option of the holder at any time after the maturity date of June 30, 2013 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.

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On January 8, 2013, Southridge Partners II LP purchased $150,000 of previously issued notes held by Alpha Capital Anstalt ($41,333 from September, 2008 note; $20,000 from another September, 2008 note; $60,833 from December, 2008 note; and $27,834 from a February, 2009 note for $60,000. A new replacement note for $150,000 was issued under the same terms as the previous notes with a maturity date of March 31, 2014. There were no associated warrants with this transaction.   The conversion price for this convertible note shall be equal to eighty percent (80%) 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/$10.00 (before and after reverse stock split). This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  As of March 31, 2013, a total of $133,560 of the $150,000 balance has been converted into shares of common stock through conversions on February 21, 2013, March 18, 2013 and March 28, 2013.

On January 9, 2013, we filed an Amendment to the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock with the State of Delaware in which we designated fifty one (51) shares out of the twenty million (20,000,0000) shares of the Preferred Stock as shares of “Series A-1”.  On this same date, the Company issued these 51 shares to Roy Warren, Chief Executive Officer.

On January 14, 2013, we entered into an allonge number 6 to a secured note held by Alpha Capital Anstalt which was issued February 22, 2012 in the amount of $220,000 less a finder’s fee of $20,000 for net proceeds received in the amount of $200,000.

During February 1, 2013, we issued a promissory convertible note in the principal amount of $25,000 as payment of the February, 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 of this note is payable at the option of the holder at any time after the maturity date of July 31, 2013 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.

On February 15, 2013, we entered into an allonge number 7 to a secured note held by Alpha Capital Anstalt which was issued February 22, 2012 in the amount of $40,000 less a finder’s fee of $5,000 for net proceeds received in the amount of $35,000.

On February 21, 2013, we issued a new convertible promissory note to Alpha Capital Anstalt for $121,327 as consideration for Alpha Capital Anstalt’s work in assisting the Company with its recapitalization, extension of convertible debts and modifications of surrendered notes. The fee was based on 5% of the total amount owed on the Surrendered Notes held by Alpha at that time.  The note has a maturity date of February 21, 2015 with an interest rate of 4%.  The conversion price per share shall 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 days preceding a Conversion Date but in no event greater than $0.02/$10.00 (before and after reverse stock split).  Minimum conversion must be at least the lesser of (i) $10,000 of principal and interest or (ii) the balance due on the Note.

Also on February 21, 2013, we entered into exchange agreements with convertible note holders (see details below) whereas certain of these note holders owned attached warrants with their notes. The Company purchased a total of 212,501,323/425,003 (before and after reverse stock split) Class A Warrants for a total purchase price of $350,000.  We paid this total $350,000 by issuing new convertible notes to the note holders.  These new notes were included with previous surrendered notes of $5,020,944 whereas the Company issued new consolidated notes for both amounts with a maturity date of February 21, 2015 with an interest rate of 4%. The conversion price per share shall 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 days preceding a Conversion Date but in no event greater than $0.02/$10.00 (before and after reverse stock split).  Minimum conversion must be at least the lesser of (i) $10,000 of principal and interest or (ii) the balance due on the Note. The terms of these new consolidated notes supersede the terms of all previous surrendered notes.  The new combined consolidated notes for surrendered notes and/or warrants purchased by the Company are held by the following note holders:  Alpha Capital Anstaldt - $2,496,202; Whalehaven Capital Fund Limited - $950,845; Smivel LLC - $4,649; CMS Capital - $20,737; Libra Finance - $5,000;  Centaurian Fund - $66,842; Naomi Klissman – $168,725; Sam Berkowitz - $5,320; Schlomo & Rochel Rifkind - $385,142; David Lamplough – $48,544; PSM Holdings - $29,165; J. Maya IRA - $21,425; Emmy Cutler - $27,059; J & N Invest LLC - $274,994; Joe & Sue Maya - $85,967; Seth Farbman  - $57,742; Ramshead Holding Ltd. – $166,670; Jody Eisenman - $89,423; Louis Goldberg - $54,118; Jan Veryke - $27,059; Southridge Partners - $375,000; Monarch Capital Fund Ltd. - $499; PHD Capital - $6,545; Linda Iennaco - $3,272.

During March 1, 2013, we issued a promissory convertible note 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 of this note is payable at the option of the holder at any time after the maturity date of August 31, 2013 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.

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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.

During the three months ended March 31, 2013, the Company issued a total of 5,857,674,166 (11,715,348 after reverse stock split) shares of common stock for the conversions of $588,005 of principal of convertible notes payable and $78,484 of related accrued interest to note holders of the Company pursuant to the terms of the note instruments.  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 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.

Milk, while the second highest beverage consumed in America in terms of overall volume, is still under-represented in the American single serve ready-to-drink beverage industry.  While known for generations by nutritionists and more recently identified by sports, hydration, metabolism and protein professionals and scientists as “mother nature’s most perfect food”, milk has yet to be successfully branded and commercialized.

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 2013 or early 2014, depending upon 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.

We plan to initially focus on the largest markets for beverages in the eastern United States.  We intend to develop key working partnerships with regional direct store delivery (DSD) beverage distributors in these markets and will support them with field representatives to assure sufficient shelf compliance.  Regional distributors have lost four major beverage lines in the last couple of years including Monster Energy (moved to Anheuser Bush), Fuze (purchased by Coca-Cola), Vitamin Water (purchased by Coca-Cola, and the V-8 brands (now distributed by Coca-Cola).  We will develop regionally exclusive DSD agreements that are desperately needed by the distributors to replace these losses as well as shipping direct to our customers via our own storage system.

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We will pre-sell in four sales channels; grocery, convenience, drug and sports and gym specialty.  Certain accounts like chained convenience stores, grocery and drug stores will require warehouse distribution.  The shelf-stable and long shelf life attributes of our products will accommodate any and all distribution and warehouse systems. To accommodate this business, we will employ beverage brokers and work with the “tobacco & candy” and food service warehouse distributors like McLane Company and Sysco Foods.

The 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 will 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 will obtain higher margin than multi-packs.

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.  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.  However, certain of our debt obligations totaling $5,410,290 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 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 $1,900,000 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.

Increase in Authorized Shares and Reverse Stock Split

The state of Delaware approved on May 1, 2012 the increase in our authorized shares of common stock from one billion (1,000,000,000) to five billion (5,000,000,000).

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, 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, and we have provided a table in Footnote 14 – Subsequent Events that reflects the effects of this reverse stock split.  We also have restated all applicable financial data throughout this report for the years ended March 31, 2013 and March 31, 2012 for proper disclosure and comparability purposes.  Where applicable, we will present the financial data before and after the reverse stock split, respectively.

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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 hybrid 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, 2013, 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, we are allowed to elect fair value measurement of the hybrid financial instruments, on a case-by-case basis, rather than bifurcate the derivative.  We believe that fair value measurement of the hybrid convertible promissory notes arising from our various financing arrangements provides a more meaningful presentation of that financial instrument.

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.

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.  Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

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 record an expense of $18,722 for the year ended March 31, 2013 for old trademarks that are not currently used.

Recent accounting pronouncements

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 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 is currently evaluating the impact these amendments may have on its disclosures.

In June 2011, the Financial Accounting Standards Board issued an ASU that provides amendments on the presentation of comprehensive income. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments do not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. In both cases, the tax effect for each component must be disclosed in the notes to the financial statements or presented in the statement in which other comprehensive income is presented. The amendments do not affect how earnings per share is calculated or presented. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. For the Company, the amendment is effective for fiscal 2013. The effect of adoption did not have any impact on the Company as the Company’s current presentation of comprehensive income follows the two-statement approach.

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In October, 2012, the Financial Accounting Standards 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.

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 agreement.  These amendments should be applied for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods.  The Company is currently evaluating the impact these amendments may have on its disclosures.

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 Company is currently evaluating the impact these amendments may have on its disclosures.

RESULTS OF OPERATIONS

Revenues

Consolidated Revenues

	For The Years Ended March 31,
	2013			2012			$ Change			% Change
Revenues	$	445,488		$	406,315		$	39,173			9.6	%
Less slotting expense		(2,625	)		-			(2,625	)		N/A
Less sales returns and allowances		(37,961	)		-			(37,961	)		N/A
Less discounts		(15,085	)		(29,878	)		14,793			49.5	%
Net Revenues	$	389,817		$	376,437		$	13,380			3.6	%

All revenues were generated in the United States. The increase in our revenues for the year ended March 31, 2013 as compared to the prior year ended March 31, 2012 is the result of increased customer accounts mainly for our Phase III® Recovery products in the Florida Walgreens’ stores.

Slotting fees are common in the large store channels and represent cash payments made for rights to place our products on customer retail shelves for a stipulated period of time.  A component of our growth plan includes increasing penetration in the large store channel which may be subject to future slotting fees.  We recorded a total of $2,625 for slotting fees for the year ended March 31, 2013 as there were no slotting fees for the year ended March 31, 2012.

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 2013 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.

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Consolidated Product and Shipping Costs

	For The Years Ended March 31,
	2013		2012		$ Change			% Change
Product costs	$	307,907	$	278,300	$	29,607			10.6	%
Shipping costs		38,164		38,300		(136	)		-0.4	%
Inventory obsolescence		8,874		2,137		6,737			315.3	%
Repackaging costs		887		-		887			N/A
Total costs	$	355,832	$	318,737	$	37,095			11.6	%

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 year ended March 31, 2013 were higher over the year ended March 31, 2012 mainly due to the increased customers for the sales of the Phase III® Recovery product.

Operating Expenses

	For The Years Ended March 31,
	2013		2012		$ Change			% Change
Salaries, taxes and employee benefit costs	$	1,220,287	$	535,690	$	684,597			127.8	%
Marketing and promotion		205,036		461,272		(256,236	)		-55.5	%
Consulting fees		202,111		82,645		119,466			144.6	%
Professional and legal fees		247,082		228,799		18,283			8.0	%
Travel and entertainment		58,198		47,308		10,890			23.0	%
Product development costs		2,425		2,074		351			16.9	%
Stock compensation expense		99,504		165,068		(65,564	)		-39.7	%
Other overhead expenses		362,861		374,902		(12,041	)		-3.2	%
Total operating expenses	$	2,397,504	$	1,897,758	$	499,746			26.3	%

Salaries, taxes and employee benefit costs

For the year ended March 31, 2013, total expenses of $1,220,287 were higher by $684,597 over last year’s comparable figures of $535,690. The increase was due to increased salary and related tax accruals of $522,877 for certain company personnel who signed lockup agreements in previous years’ financing agreements that restricted them from earning market salaries and receiving certain annual salary increases as those lockup agreements have expired. Also the Company increased sales personnel for the year ended March 31, 2013.

Marketing and promotion

For the year ended March 31, 2013, we incurred total marketing and promotion costs of $205,036 as compared to $461,272 for the year ended March 31, 2012 for a decrease of $256,236 or 55.5%. This decrease was due primarily to the decision to spend fewer marketing dollars for the year ended March 31, 2013 due to limited resources and capital.

Consulting fees

Consulting fees of $202,111 for the year ended March 31, 2013 were $119,416 or 144.6% higher than last year’s figures mainly due to the use of an outside financial services consulting firm from August 1, 2012 through the year ended March 31, 2013.

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, 2013 of $247,082 were $18,283 higher than the previous year’s comparable costs of $228,799, mainly due to an increased use of legal services needed for legal work for proxy related work to increase authorized shares of common stock and legal opinions for debt conversions.

Travel and entertainment

These costs increased over the prior year ending March 31, 2012 by $10,890 mainly due to increased travel activities by additional sales employees and consultants for promoting our Phase III® Recovery product in new markets.

Stock compensation expense

For the year ended March 31, 2013, we recorded stock compensation expense of $99,504 for the issuance of common stock mainly for services rendered by professional athletes to promote our products.  For the year ended March 31, 2012, we recorded $165,068 mainly the issuance of common stock for services rendered to outside vendors as well as the costs of issued stock options to employees.

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Other operating expenses

The total costs decreased by $12,041 or 3.2% over the prior year mainly due to decreased investor relations costs.  The other main components in this category represent office lease expense and Board of Directors’ fees.

Other Income (Expense)

Derivative income/(expense)

Derivative income/(expense) arises from changes in the fair value of our derivative financial instruments and, in 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 of 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.  Future changes in these underlying internal and external market conditions will have a continuing effect on derivative income/expense associated with our derivative financial instruments.

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 inception through March 31, 2013:

			Inception through March 31, 2013
Our financing arrangements giving rise to derivative instruments and the income effects:
Day-one derivative losses:
$	600,000	Original Face Value Convertible Note Financing	$	(2,534,178	)
$	500,000	Original Face Value Convertible Note Financing		(899,305	)
$	100,000	Original Face Value Convertible Note Financing		(1,285,570	)
$	55,000	Original Face Value Short Term Bridge Loan Financing		(12,700	)
$	120,000	Original Face Value Convertible Note Financing		(72,251	)
$	60,000	Original Face Value Convertible Note Financing		(38,542	)
$	200,000	Original Face Value Convertible Note Financing		(119,136	)
$	27,778	Original Face Value Convertible Note Financing		(6,378	)
$	161,111	Original Face Value Convertible Note Financing		(45,846	)
$	111,112	Original Face Value Convertible Note Financing		(185,657	)
$	50,000	Original Face Value Convertible Note Financing		(182,843	)
$	55,000	Original Face Value Convertible Note Financing		(80,135	)
$	137,500	Original Face Value Convertible Note Financing		(1,023,463	)
$	55,000	Original Face Value Convertible Note Financing		(55,641	)
$	400,000	Original Face Value Convertible Note Financing		(730,079	)
$	600,000	Original Face Value Convertible Note Financing		(1,420,653	)
$	221,937	Original Face Value Convertible Note Financing		(295,144	)
$	500,000	Original Face Value Convertible Note Financing		(288,718	)
$	1,000,000	Original Face Value Convertible Note Financing		(1,215,164	)
$	200,000	Original Face Value Convertible Note Financing		(79,082	)
$	137,783	Original Face Value Convertible Note Financing		(5,357	)
$	25,000	Original Face Value Convertible Note Financing		(12,879	)
$	100,000	Original Face Value Convertible Note Financing		(70,387	)
Total day-one derivative losses			$	(10,659,108	)

16

			Inception through March 31, 2013
Derivative income (expense):
$	600,000	Original Face Value Convertible Note Financing	$	3,315,487
$	500,000	Original Face Value Convertible Note Financing		1,661,412
$	100,000	Original Face Value Convertible Note Financing		1,164,080
$	120,000	Original Face Value Short Term Bridge Loan Financing		213,769
$	120,000	Original Face Value Short Term Bridge Loan Financing		213,769
$	60,000	Original Face Value Short Term Bridge Loan Financing		106,916
$	33,000	Original Face Value Short Term Bridge Loan Financing		58,786
$	55,000	Original Face Value Short Term Bridge Loan Financing		63,162
$	243,333	Original Face Value Convertible Note Financing		134,424
$	60,833	Original Face Value Convertible Note Financing		6,602
$	120,000	Original Face Value Convertible Note Financing		41,280
$	60,000	Original Face Value Convertible Note Financing		27,479
$	200,000	Original Face Value Convertible Note Financing		112,499
$	161,111	Original Face Value Convertible Note Financing		148,494
$	50,000	Original Face Value Convertible Note Financing		45,417
$	55,000	Original Face Value Convertible Note Financing		48,958
$	137,500	Original Face Value Convertible Note Financing		304,219
$	55,000	Original Face Value Convertible Note Financing		2,532
$	900,000	Original Face Value Convertible Note Financing		65,200
$	400,000	Original Face Value Convertible Note Financing		317,515
$	600,000	Original Face Value Convertible Note Financing		791,332
$	221,937	Original Face Value Convertible Note Financing		122,268
$	500,000	Original Face Value Convertible Note Financing		122,251
$	1,000,000	Original Face Value Convertible Note Financing		112,272
Total income arising from fair value adjustments			$	9,200,123
Total derivative expense from inception			$	(1,458,985	)

17

			Inception through March 31, 2013
Interest income (expense) from instruments recorded at fair value:
$	600,000	Original Face Value Convertible Note Financing	$	(832,752	)
$	500,000	Original Face Value Convertible Note Financing		(919,278	)
$	100,000	Original Face Value Convertible Note Financing		(145,046	)
$	312,000	Original Face Value Convertible Note Financing		(1,041,033	)
$	120,000	Original Face Value Convertible Note Financing		(204,254	)
$	5,000	Original Face Value Convertible Note Financing		(8,336	)
$	5,000	Original Face Value Convertible Note Financing		(3,190	)
$	60,000	Original Face Value Convertible Note Financing		(49,316	)
$	70,834	Original Face Value Convertible Note Financing		(94,121	)
$	200,000	Original Face Value Convertible Note Financing		(127,309	)
$	27,778	Original Face Value Convertible Note Financing		(11,079	)
$	161,111	Original Face Value Convertible Note Financing		(127,196	)
$	111,112	Original Face Value Convertible Note Financing		(78,567	)
$	507,500	Original Face Value Convertible Note Financing		(513,943	)
$	50,000	Original Face Value Convertible Note Financing		50,625
$	55,000	Original Face Value Convertible Note Financing		(164,875	)
$	137,500	Original Face Value Convertible Note Financing		260,085
$	100,000	Original Face Value Convertible Note Financing		(20,867	)
$	900,000	Original Face Value Convertible Note Financing		(133,642	)
$	55,000	Original Face Value Convertible Note Financing		(142,943	)
$	400,000	Original Face Value Convertible Note Financing		(682,964	)
$	600,000	Original Face Value Convertible Note Financing		(1,242,755	)
$	221,937	Original Face Value Convertible Note Financing		(1,304,258	)
$	500,000	Original Face Value Convertible Note Financing		(894,217	)
$	1,000,000	Original Face Value Convertible Note Financing		(3,765,838	)
$	172,211	Original Face Value Convertible Note Financing		(529,028	)
$	200,000	Original Face Value Convertible Note Financing		(153,061	)
$	137,783	Original Face Value Convertible Note Financing		(300,764	)
$	25,000	Original Face Value Convertible Note Financing		(24,621	)
$	5,492,217	Restructrued Previous Covertible Note Financing		5,093,452
$	100,000	Original Face Value Convertible Note Financing		(79,613	)
Total expense arising from fair value adjustments			$	(8,190,704	)

18

The following tables summarize 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, 2013 and the twelve months ended March 31, 2012.

			Twelve Months Ended March 31, 2013			Twelve Months Ended March 31, 2012
Our financing arrangements giving rise to derivative financial instruments and the income effects:
Derivative income (expense):
$	600,000	Original Face Value Convertible Note Financing	$	3,913		$	18,337
$	500,000	Original Face Value Convertible Note Financing		2,964			13,891
$	100,000	Original Face Value Convertible Note Financing		593			2,779
$	120,000	Original Face Value Short Term Bridge Loan Financing		-			101
$	120,000	Original Face Value Short Term Bridge Loan Financing		-			101
$	60,000	Original Face Value Short Term Bridge Loan Financing		31			50
$	33,000	Original Face Value Short Term Bridge Loan Financing		-			28
$	55,000	Original Face Value Short Term Bridge Loan Financing		-			6
$	120,000	Original Face Value Convertible Note Financing		241			1,186
$	60,000	Original Face Value Convertible Note Financing		121			593
$	200,000	Original Face Value Convertible Note Financing		837			4,119
$	161,111	Original Face Value Convertible Note Financing		674			3,318
$	50,000	Original Face Value Convertible Note Financing		209			1,030
$	55,000	Original Face Value Convertible Note Financing		209			1,030
$	137,500	Original Face Value Convertible Note Financing		575			2,832
$	55,000	Original Face Value Convertible Note Financing		230			1,133
$	900,000	Original Face Value Convertible Note Financing		113,810			560,148
$	400,000	Original Face Value Convertible Note Financing		31,102			157,071
$	600,000	Original Face Value Convertible Note Financing		78,278			456,044
$	221,937	Original Face Value Convertible Note Financing		44,502			77,766
$	500,000	Original Face Value Convertible Note Financing		57,528			64,723
$	1,000,000	Original Face Value Convertible Note Financing		76,042			36,229
Total derivative income (expense) arising from fair value adjustments				411,859			1,402,515
Day-one derivative losses				(167,704	)		(1,799,027	)
Total derivative income (expense)			$	244,155		$	(396,512	)

19

			Twelve Months Ended March 31, 2013			Twelve Months Ended March 31, 2012
Interest income (expense) from instruments recorded at fair value:
$	600,000	Original Face Value Convertible Note Financing	$	-		$	(334,764	)
$	500,000	Original Face Value Convertible Note Financing		(302,111	)		22,502
$	312,000	Original Face Value Convertible Note Financing		(7,247	)		(75,181	)
$	120,000	Original Face Value Short Term Bridge Loan Financing		(143,963	)		(90,383	)
$	5,000	Original Face Value Short Term Bridge Loan Financing		(2,669	)		700
$	5,000	Original Face Value Short Term Bridge Loan Financing		-			955
$	60,000	Original Face Value Convertible Note Financing		(32,024	)		32,393
$	70,834	Original Face Value Convertible Note Financing		(73,642	)		38,242
$	27,778	Original Face Value Convertible Note Financing		(21,341	)		22,357
$	200,000	Original Face Value Convertible Note Financing		(76,829	)		116,037
$	111,112	Original Face Value Convertible Note Financing		(24,656	)		(24,656	)
$	161,111	Original Face Value Convertible Note Financing		(61,891	)		284,241
$	507,500	Original Face Value Convertible Note Financing		76,135			(391,426	)
$	50,000	Original Face Value Convertible Note Financing		(16,518	)		100,922
$	55,000	Original Face Value Convertible Note Financing		71,356			(84,077	)
$	137,500	Original Face Value Convertible Note Financing		92,787			(80,516	)
$	100,000	Original Face Value Convertible Note Financing		(12,655	)		(11,041	)
$	55,000	Original Face Value Convertible Note Financing		71,356			(84,076	)
$	400,000	Original Face Value Convertible Note Financing		(290,889	)		(476,520	)
$	600,000	Original Face Value Convertible Note Financing		(456,547	)		(1,056,806	)
$	221,937	Original Face Value Convertible Note Financing		(306,346	)		(997,913	)
$	500,000	Original Face Value Convertible Note Financing		(739,736	)		(154,481	)
$	1,000,000	Original Face Value Convertible Note Financing		(4,140,946	)		375,103
$	172,211	Original Face Value Convertible Note Financing		(228,066	)		(300,962	)
$	200,000	Original Face Value Convertible Note Financing		(153,061	)		-
$	137,783	Original Face Value Convertible Note Financing		(300,764	)		-
$	25,000	Original Face Value Convertible Note Financing		(24,621	)		-
$	5,492,217	Restructured Previous Covertible Note Financing		5,093,452			-
$	100,000	Original Face Value Convertible Note Financing		(79,613	)		-
Total interest income (expense) arising from fair value adjustments				(2,091,049	)		(3,169,350	)
Other interest expense				(580,872	)		(729,078	)
Interest income (expense) and other financing costs			$	(2,671,921	)	$	(3,898,428	)

20

The following tables summarize the effects on our income (expense) associated with changes in the fair values of our financial instruments that are carried at fair value for the three months ended March 31, 2013 and the three months ended March 31, 2012.

			Three Months Ended March 31, 2013			Three Months Ended March 31, 2012
Our financing arrangements giving rise to derivative financial instruments and the income effects:
Derivative income (expense):
$	600,000	Face Value Convertible Note Financing	$	136		$	(2,654	)
$	500,000	Face Value Convertible Note Financing		113			(2,010	)
$	100,000	Face Value Convertible Note Financing		23			(402	)
$	120,000	Face Value Short Term Bridge Loan Financing		(16	)		(8	)
$	120,000	Face Value Short Term Bridge Loan Financing		(16	)		(8	)
$	60,000	Face Value Short Term Bridge Loan Financing		31			(4	)
$	33,000	Face Value Short Term Bridge Loan Financing		-			(3	)
$	120,000	Face Value Convertible Note Financing		11			(159	)
$	60,000	Face Value Convertible Note Financing		5			(80	)
$	200,000	Face Value Convertible Note Financing		37			(554	)
$	161,111	Face Value Convertible Note Financing		29			(446	)
$	50,000	Face Value Convertible Note Financing		9			(138	)
$	55,000	Face Value Convertible Note Financing		9			(138	)
$	137,500	Face Value Convertible Note Financing		25			(380	)
$	55,000	Face Value Convertible Note Financing		10			(152	)
$	900,000	Face Value Convertible Note Financing		4,978			(75,283	)
$	400,000	Face Value Convertible Note Financing		1,955			(20,340	)
$	600,000	Face Value Convertible Note Financing		5,517			(58,471	)
$	221,937	Face Value Convertible Note Financing		2,108			(28,859	)
$	500,000	Face Value Convertible Note Financing		3,892			(37,896	)
$	1,000,000	Face Value Convertible Note Financing		4,345			36,230
		Day-one derivative expense		(70,387	)		(1,215,165	)
Total derivative income (expense) arising from fair value adjustments			$	(47,186	)	$	(1,406,920	)

21

			Three Months  Ended March 31, 2013			Three Months Ended March 31, 2012
Interest income (expense) from instruments recorded at fair value:
$	600,000	Face Value Convertible Note Financing	$	-		$	(363,579	)
$	500,000	Face Value Convertible Note Financing		62			(66,882	)
$	312,000	Face Value Convertible Note Financing		(403	)		(79,070	)
$	120,000	Face Value Convertible Note Financing		(140,748	)		(155,902	)
$	5,000	Face Value Convertible Note Financing		272			(2,030	)
$	5,000	Face Value Convertible Note Financing		-			(1,775	)
$	60,000	Face Value Convertible Note Financing		3,267			(368	)
$	70,834	Face Value Convertible Note Financing		(31,979	)		(433	)
$	27,778	Face Value Convertible Note Financing		403			13,529
$	200,000	Face Value Convertible Note Financing		1,450			48,704
$	111,112	Face Value Convertible Note Financing		(12,293	)		(49,778	)
$	161,111	Face Value Convertible Note Financing		1,167			39,235
$	507,500	Face Value Convertible Note Financing		(37,458	)		(474,593	)
$	50,000	Face Value Convertible Note Financing		791			6,924
$	55,000	Face Value Convertible Note Financing		20,153			(212,084	)
$	137,500	Face Value Convertible Note Financing		26,205			(275,786	)
$	100,000	Face Value Convertible Note Financing		(24	)		(35,230	)
$	55,000	Face Value Convertible Note Financing		20,153			(212,084	)
$	900,000	Face Value Convertible Note Financing		88,217			-
$	400,000	Face Value Convertible Note Financing		(270,133	)		(177,665	)
$	600,000	Face Value Convertible Note Financing		(419,590	)		(835,101	)
$	221,937	Face Value Convertible Note Financing		378			(899,307	)
$	500,000	Face Value Convertible Note Financing		(629,476	)		30,038
$	1,000,000	Face Value Convertible Note Financing		(3,134,879	)		375,103
$	172,211	Face Value Convertible Note Financing		(225,456	)		(300,962	)
$	200,000	Face Value Convertible Note Financing		(165,178	)		-
$	137,783	Face Value Convertible Note Financing		(103,864	)		-
$	128,750	Face Value Convertible Note Financing		(6,629	)		-
$	25,000	Face Value Convertible Note Financing		(24,621	)		-
$	5,492,217	Face Value Convertible Note Financing (a)		5,093,452			-
$	100,000	Face Value Convertible Note Financing		(79,613	)		-
Total interest income (expense) arising from fair value adjustments				(26,374	)		(3,629,096	)
Other interest expense				20,353			(540,464	)
Interest income (expense) and other financing costs			$	(6,021	)	$	(4,169,560	)

(a) All convertible notes were consolidated into new consolidated notes in February, 2013

Our derivative income during the twelve months ended March 31, 2013 is significant to our consolidated financial statements. Certain convertible notes create the unusual circumstance of a day-one derivative loss related to the recognition of (i) the hybrid notes and (ii) the derivative instruments arising from the arrangement at fair values.  That means that the fair value of the hybrid notes and warrants exceeded the proceeds that we received from the arrangement, and we are required to record a loss to record the derivative financial instruments at fair value.   In addition, 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.

22

Generally, the FASB Accounting Standards Codification provides for the exclusion of registration payment arrangements, such as the liquidated damage provisions that are included in the financing contracts underlying the convertible debt financing arrangements, from the consideration of classification of financial instruments. Rather, such registration payments will require recognition when they are both probable and reasonably estimable. As of March 31, 2013, our management concluded that registration payments are not probable.

Loss on extinguishment of debt

We recorded a loss on extinguishment of debt for the fiscal year ended March 31, 2013 for $2,022,451 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, 2012 due to no term modifications of existing debt instruments.

Interest and Other Financing Costs:

We recorded interest expense for the fiscal year ended March 31, 2013 for $2,671,921 and interest expense for $3,898,428 for the year ended March 31, 2012 in connection with our debt obligations at interest rates from 10% to 15%.  The change of $1,226,507 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 $303,613 for the year ended March 31, 2013 with the July 2010, January 2011, March 2011, June 2011 debt exchange into a convertible note financing, July 2011 and February 2012 convertible note financings as well as $365,127 with the July, 2010, January, 2011 and March, 2011 convertible note financings for the year ended March 31, 2012.

Net Loss

We reported a net loss for the year ended March 31, 2013 of $6,813,934 and a net loss of $6,149,343 for the year ended March 31, 2012.  The majority of the expenses for the year ended March 31, 2013 related to salary related costs, marketing and promotion costs for promotion of our Phase III® Recovery drink, consulting fees, professional and legal fees and, recognition of interest expense reflecting the changes in the fair value of the convertible debts.  Most of the costs incurred in the prior year ended March 31, 2012 related to salary related costs, marketing and promotion costs for introduction and promotion of our Phase III® Recovery drink, professional and legal fees and investor relations costs included in other overhead expenses. The net loss for March 31, 2012 was due to the recognition of derivative expense and interest expense reflecting the changes in the fair value of the convertible debts. As a result, our current revenue volume was not sufficient to recover all of our operating expenses.  We expect that both our revenues and expenses will increase in the next fiscal year, new products will be developed and sold as well as the expectation of certain cost containment programs that will be based on incremental increased unit sales such as shipping of full truck loads of products, lower product production costs, etc.

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, 2013 was $(0.00)/$(0.00) (before and after the reverse stock split), and the basic and diluted loss per common share for the period ended March 31, 2012 was $(0.03)/$(13.65) (before and after the reverse stock split).  Because the Company experienced a net loss for the period ended March 31, 2013, 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, 2013 and 2012 were 2,687,047,797/5,374,096 and 225,250,685/450,501, (before and after reverse stock split) respectively for the basic and diluted loss calculation.  

LIQUIDITY AND CAPITAL RESOURCES

Being a company with less than six years 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 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 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 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 $160,000.  This amount is, however, expected to increase in the next fiscal year, primarily due to the following factors:

●      Increased employees and related travel costs

23

●      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 (not reflected for the 1 for 500 reverse stock split):

On June 3, 2011, the Company entered into a promissory note in the amount of $100,000 with the Centaurian Fund LP, an accredited investor.  This note is subject to an interest rate of 10% and is due the sooner of July 3, 2011 or from the proceeds of the next funding by the Company.  This note was paid in July 2011 from the $500,000 gross proceeds financing of the July 2011 financing.

On June 30, 2011, the Company entered into a promissory note in the amount of $25,000 with the Centaurian Fund LP, an accredited investor.  This note is subject to an interest rate of 10% and is due the sooner of July 30, 2011 or from the proceeds of the next funding by the Company.  This note was paid in July 2011from the $500,000 gross proceeds of the July 2011 financing.

On July 15, 2011, the Company entered into a Subscription Agreement for convertible debt financing up to $1,000,000 with an interest rate of 10% in which we received $500,000 gross proceeds. The notes are due January 15, 2013. One Class A Common Stock Purchase Warrant (total warrants to purchase 25,000,000 shares of common stock) was issued for every share which would be issued on the closing date assuming the complete conversion of the notes on the closing date at a conversion price of $0.02.   The exercise price to acquire a Warrant Share upon exercise of a Class A Warrant is $0.02, subject to reduction as described in the Class A Warrant.  The Class A Warrants are exercisable until five years after the issue date of the Warrants. Subscribers in the offering included holders of the Company’s senior secured notes and warrants. In addition, an additional warrant to purchase 2,500,000 shares of common stock and a convertible note for $15,000 was issued to the placement agent for finder’sfees.

On October 7, 2011, the Company entered into two non-convertible notes payables with two current accredited investors in the total amount of $150,000 (one note for $75,000 with Alpha Capital Anstalt and the other note for $75,000 with Centaurian Fund LP).  These notes are subject to an interest rate of 10% and are due the sooner of (i) January 30, 2012 or (ii) from the proceeds of the next funding by the Company.  The $75,000 note held by Centaurian was paid through proceeds from the February 2012 financing (part of the overall total payment of $100,000 plus interest of $3,451 for a grand total payment of $103,451), and the other $75,000 note held by Alpha was transferred as part of a new note totaling $175,000 of the overall $1,000,000 February, 2012 financing.

On November 3, 2011, the Company entered into a promissory note with conversion rights with outside legal counsel (Weed & Co. LLP) in the amount of $59,359.  This note is subject to an interest rate of 5% and is payable on or before May 5, 2012.    This note at the option of the holder at the due date may convert the unpaid interest and principal into newly issued shares of common stock.  The conversion shall be at a price equal to (1) the closing price on the day prior to the conversion date or (2) the lowest conversion price for other convertible debt.  The conversion price will be such as not to trigger any reset or anti-dilution rights in existing convertible notes on the due date. Weed & Co. LLP converted $50,000 on May 29, 2012 into 46,728,972 shares of common stock and converted the remaining $9,359 principal amount and remaining accrued interest of $1,926 on October 8, 2012 resulting in full payment of both the note and accrued interest.  The Company has no further obligations.

On December 1, 2011, the Company entered into two promissory notes with current accredited investors in the total amount of $50,000 (one note for $25,000 with Centaurian Fund and the other note for $25,000 with Alpha Capital Anstalt).  We received payment from Centaurian on December 1, 2011 and received the payment from Alpha on December 20, 2011.  Both notes are subject to an interest rate of 10% and are due the sooner of (i) January 30, 2012 or (ii) from the proceeds of the next funding by the Company.  The $25,000 note held by Centaurian was paid through proceeds from the February 2012 financing (part of the overall total payment of $100,000 notes plus interest of $3,451 for a grand total of $103,451), and the other $25,000 held by Alpha was transferred as part of a new note totaling $175,000 of the overall $1,000,000 February 2012 financing.

On December 28, 2011, the Company entered into a two years discount non-convertible note with a current accredited investor, Alpha Capital Anstalt, in the amount of $75,000.  This is a discount note in which the purchase price was $75,000, and the principal amount to be paid on December 28, 2013 will be $100,000.  This note is guaranteed by the Company’s CEO, Roy Warren.  This Alpha note was transferred as part of a new note totaling $175,000 of the overall $1,000,000 February 2012 financing.  The personal guarantee was eliminated.

On June 14, 2012, we entered into two promissory notes, one for $100,000 with Alpha Capital Anstalt with receipt of payment on June 27, 2012 and the other one for $40,000 with Whalehaven Capital Fund, Ltd with receipt of payment on July 9, 2012.  These notes are subject to an interest rate of ten percent (10%) and are due the sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding.  As these notes are still outstanding, the interest rate is now 18%.  The Company plans to transfer these amounts into long-term convertible notes.

24

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.

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.

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.

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.

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.

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.

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 for the February 22, 2012 note including all allonges is $1,125,000.

All of the net proceeds from the above new financings were used for research and development activities as well as working capital purposes.

The foregoing 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.

Commitments for Common Stock for the last two years (not reflective for the 1 for 500 reverse stock split):

Note: Common stock issued for conversions of convertible notes payable are not listed.

On May 5, 2011, certain employees converted a total $327,248 of past due salaries into 22,261,770 shares of common stock at a conversion price of $.0147 per share.

On May 5, 2011, we issued 2,000,000 shares of common stock to an investor relations firm for services rendered at a conversion price of $.0157 valued at $31,400.

On May 6, 2011, we issued 6,000,000 shares of common stock for the conversion of the original April 9, 2008 short-term bridge loan with principal balance of $120,000 at a conversion price of $.02.

On August 31, 2011, we issued 3,000,000 shares of restricted common stock to outside legal counsel for past due services at a conversion price of $.002 with a recorded value of $6,000.

On December 30, 2011, company employees returned 27,918,336 shares of common stock previously granted to them earlier in the year for past due services in exchange for a similar number of employee stock options at an exercise price of $.02 per share. These shares were cancelled and reduced the total outstanding number of common shares.

On February 22, 2012, we issued 5,000,000 shares of common stock as a finder’s fee for the February, 2012 financing. This amount represents 10% of the total 50,000,000 warrants that were issued in connection with this financing. We recorded a cost of $13,177 as financing fee expense for these shares.

During July, 2012, we issued 363,056 shares of common stock for a cashless exercise of 1,000,000 warrants.

On August 8, 2012, we issued 4,950,000 shares of common stock to outside professional athletes as part of an endorsement athletic contract.

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Information about our cash flows

	For The Year Ended
	March 31,			March 31,
	2013			2012
Cash provided by (used in):
Operating activities	$	(1,223,677	)	$	(1,585,215	)
Investing activities	$	(11,028	)	$	(16,002	)
Financing activities	$	1,110,000		$	1,500,000

For the year ended March 31, 2013, we reported a net loss of $6,813,934 which was offset by recording the fair value adjustment of the convertible notes for $2,091,049, derivative income of $244,155, loss on debt extinguishment for $2,022,451, recording of $99,504 for compensatory stock and changes in accounts payable and accrued expenses for $1,081,187. 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.

For the year ended March 31, 2012, we reported a net loss of $6,149,343 which was offset by recording the fair value adjustment of the convertible notes for $3,169,350, derivative expense of $396,512, recording of $165,068 for compensatory stock and changes in accounts payable and accrued expenses for $642,836. 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 for proceeds of $1,325,000 and proceeds of $400,000 from short-term bridge loan payables.

Defaults for Short-Term Non-Convertible Loans for the Year Ended March 31, 2013:

At March 31, 2013, 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.

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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, 2013:

RECAP ANALYSIS OF ALL CONVERTIBLE NOTES PAYABLE
AND SHORT-TERM BRIDGE NON-CONVERTIBLE LOANS
FOR THE TWELVE MONTHS ENDED MARCH 31, 2013

Original Note Amount		Original Issue Date
CONVERTIBLE NOTES (a)			All previous convertible notes payable were surrendered and consolidated into one new note per debt holder on 2/21/13
$	600,000	October, 2007
$	312,000	January, 2008
$	500,000	February, 2008
$	100,000	June, 2008
$	263,333	September, 2008
$	60,833	December, 2008
$	200,834	January, 2009
$	60,000	February, 2009
$	361,112	March, 2009
$	27,778	October, 2009
$	618,612	November, 2009
$	150,000	January, 2010
$	192,500	March, 2010
$	55,000	May, 2010
$	900,000	July, 2011
$	400,000	January, 2011
$	600,000	March, 2011
$	221,937	June, 2011
$	500,000	July, 2011
$	1,000,000	February, 2012
$	172,211	March, 2012
$	125,000	August, 2012
$	75,000	September, 2012
$	137,783	September, 2012
$	25,000	November, 2012
$	7,658,933

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Total Surrendered Outstanding Convertible Notes	$	5,020,944
Warrants Purchase Notes		350,000
	$	5,370,944	(c)

	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	5/31/2013 (b)	No		-	None			None				-
$	25,000	January, 2013	6/30/2013 (b)	No		-	None			None				-
$	5,370,944	February, 2013	2/21/2015 (c)	No		-		4	%		20	%		-
$	121,327	February, 2013	2/21/2015 (c)	No		-		4	%		20	%		-
$	25,000	February, 2013	7/31/2015 (b)	No		-	None			None				-
$	25,000	March, 2013	8/31/2013 (b)	No		-	None			None				-
$	5,592,271

SHORT-TERM BRIDGE LOANS (d)
$	60,000	April 14, 2008	Past due	Yes (d)	$	60,000	15	%	$	34,882
$	55,000	August 5, 2008	Past due	Yes (d)	$	55,000	15	%	$	48,598
$	115,000	Total amount past due			$	115,000			$	83,480

(a)	All of the above various convertible notes held by each debt holder were surrendered and consolidated into one new note  per debt holder on February 21, 2013 with equal terms and maturity dates.
(b)	Both parties will agree to extend these monthly $25,000 notes as needed.
(c)	A total of $5,020,944 face value in outstanding convertible notes at 2/21/13 and newly issued  notes  for a total of $350,000 to purchase 212,501,323 Class A warrants (before reverse stock split) were combined in new consolidated notes per debt holder that total $5,370,944. The $121,327 convertible note for services rendered by a debt holder has the same terms and features as the $5,370,944 convertible notes.
(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.

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 limited 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 30, 2013, we had total shareholders’ deficit of $16,594,200 and a working capital deficit of $7,182,088, compared to a total shareholders’ deficit of $14,018,894 and a working capital deficit of $8,743,079 at March 31, 2012. Cash and cash equivalents were $7,415 as of March 31, 2013 as compared to $132,120 at March 31, 2012. 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.

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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.

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, 2013, we were in default on certain of our short-term bridge notes and have other substantial outstanding debt obligations.

At March 31, 2013, we were in default on short term bridge notes totaling $115,000 in principal. One of the two note holders is on our Board of Directors and will extend the due date once we locate the other note holder. The remedy for default under the notes is acceleration of principal and interest due thereunder.  Further, we have secured convertible notes outstanding totaling $5,410,290 in principal face value at March 31, 2013. Although we have been able to extend the maturity dates of the convertible 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 notes include but are not limited to acceleration of principal and interest and default interest rates up to 20%.  As of March 31, 2013, we are not in default in our convertible notes payable as most of them have a maturity date of February 21, 2015.

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.

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.

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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 automatically renew for consecutive one (1) year periods (next renewal date of December 16, 2013) 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.

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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.

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.

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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.

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 Bulletin Board (the “OTCBB”). 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 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.

32

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 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, 2013, we had issued and outstanding options and warrants that may be exercised into 28,233,877/56,468 (before and after the reverse stock split) 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  $5,410,290 and accrued interest payable of $1,090,086 which together may be converted into 325,018,815/650,038 (before and after reverse stock split) shares of common stock (subject to 4.99-9.99% beneficial ownership limitations) at a maximum conversion cap rate of $.02/$10.00 (before and after reverse stock split) per share.  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 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. In addition, such stock issuances might result in a reduction of the book value of our common stock.

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 9,207,273,234/18,414,546 (before and after reverse stock split) shares of common stock outstanding as of March 31, 2013 of which 9,191,984,272/18,383,969 (before and after reverse stock split) shares are held by non-affiliates.  Further, the Company has outstanding convertible notes in the face value of $5,410,290 which may be converted into 270,514,500/541,029 (before and after reverse stock split) shares of common stock.  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.  In addition, shareholders on April 27, 2012 approved the increase of our authorized shares from one billion to five billion shares which makes more shares available for issuance.  On January 30, 2013, shareholders approved the increase of our authorized shares from five billion to twenty billion.  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, 2013 and 2012 are contained on Pages F-1 to F-56 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.

33

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, 2013. 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 executive 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, 2013.

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 Company’s internal controls over financial reporting, management determined that there were control deficiencies as of the year ended March 31, 2013 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 intends to take practical, cost-effective steps in implementing internal controls, including the following remedial measures:

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

* Board to review and make recommendations to shareholders concerning the composition of the Board of Directors, with particular focus on issues of independence. 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 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.

34

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 Company’s internal control over financial reporting occurred during the quarter ended March 31, 2013, that materially affected, or is reasonably likely to materially affect, the 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, 2013 are as follows. Our directors serve until their successors are elected and qualified.

Name of Officer and Age		Position with the Company	Year Appointed
Roy Warren	57	Chairman, Chief Executive Officer and President	2007
Michael Edwards	53	Director	2007
H. John Buckman	67	Director	2007
Tommy Kee	64	Chief Financial Officer	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. Michael Edwards – Director since 2007

Mr. Edwards serves on the Board of Directors.  He currently is the sole proprietor of a chain of automobile car washes in Martin County, Florida.  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 on the Board of Directors.  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.

35

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.

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, we report only one late filing for Roy Warren for the issuance of 51 shares of Series A-1 Preferred Stock on January 9, 2013 in which the Form 4 was filed on January 15, 2013.

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 U.S. Highway 1, Suite 200, 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
													Pension
													Value &
													Nonqualified
			Earned						(f)		Non-equity		Deferred		(h)
			Salary /				Stock		Option		Incentive		Comp.		All Other
	Principal		Consulting		Bonus		Awards		Awards		Plan Comp.		Earnings		Comp.		Total
Name	Position	Year	$		$		$		$			$	$		$		$
Roy Warren (g)	CEO	2013 (a)	$	215,662	$	-	(b)		$	-	$	-	$	-	$	15,668	$	231,330
Roy Warren (g)	CEO	2012 (c)	$	162,000	$	-	$	-	$	-	$	-	$	-	$	19,308	$	181,308
Tommy Kee (g)	CFO	2013 (d)	$	99,851	$	-	$	-	$	-	$	-	$	-	$	11,745	$	111,596
Tommy Kee (g)	CFO	2012 (e)	$	84,000	$	-	$	-	$	2,642	$	-	$	-	$	12,042	$	98,684

(a)  For the year ended March 31, 2013, Roy Warren, CEO, earned an income of $165,113. The $215,662 amount reflects his just mentioned earned income plus additional compensation of $38,549 and unpaid annual director’s fees of $12,000. His base salary is now accrued at $180,000, although there is no assurance the Company will have sufficient capital to pay this amount.

36

(b)  For the year ended March 31, 2013, Roy Warren, CEO, received 51 shares of Series A-1 Preferred Stock for past due services as the value of the stock is less than $1.00 (51 preferred shares converted at 6 common shares per preferred share = 306 shares of common stock x market price of $.0003 = $0.09).

(c)  For the year ended March 31, 2012, Roy Warren, CEO, earned an annual base salary of $150,000. The $162,000 amount reflects his base salary of $150,000 and unpaid annual director’s fees of $12,000.

(d) For the year ended March 31, 2013, Tommy Kee, CFO, earned an annual base salary of $99,851. His 2013 base salary is now accrued at $120,000, although there is no assurance the Company will have sufficient capital to pay this amount. The $99,851 amount reflects his salary in which $65,208 was not paid.

(e)  For the year ended March 31, 2012, Tommy Kee, CFO, earned an annual base salary of $84,000. The $84,000 amount reflects his salary in which $24,100 was not paid.

(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 the named executives.  These options were granted in December, 2012 and have an exercise price of $.02 and vest immediately with an expiration life of five (5) years.  The stock options were valued at $.000467 per stock option for Tommy Kee (5,656,566 stock options at $.000467 = $2,642) – not adjusted for the reverse stock split.

(g)  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 in the Company’s common stock and/or cash once the Company’s fundings and financial position will allow such payments.  Since the Company was not able to consistently make salary payments to these two named executives, the Company had to treat some of these payments as consulting fees.

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

Outstanding Equity Awards at March 31, 2013

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)

895

895

-

$

500.00

3/31/2014

-

$

-

-

$

-

Tommy Kee, CFO (b)

11,451

11,451

-

$

10.00

12/30/2016

-

$

-

-

$

-

Total

12,346

12,346

-

-

$

-

-

(a) All 447,483/895 stock options (before and after reverse stock split) were granted during March , 2009.

(b) Stock optioms were granted as follows: 68,876/138 options during March, 2009, and 5,656,566/11,313 stock options (before and after reverse stock split) were granted in December, 2011.

(c) Roy Warren was issued 51 shares of Series A-1 Preferred Stock during the year ended March 31, 2013.

The above figures are restated for the 1 for 500 reverse stock split.

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Director Compensation Table

		(a)
		Fees								Nonqualified
		Earned or						Non-equity		Deferred
		Paid In		Stock		Option		Incentive		Comp.		All Other
Name	Year	Cash  $		Awards $		Awards $		Plan Comp. $		Earnings  $		Comp. $		Total $
H.John Buckman (b)	2013	$	12,000	$	-	$	-	$	-	$	-	$	-	$	12,000
	2012	$	12,000	$	-	$	-	$	-	$	-	$	-	$	12,000
Mike Edwards	2013	$	12,000	$	-	$	-	$	-	$	-	$	-	$	12,000
	2012	$	12,000	$	-	$	-	$	-	$	-	$	-	$	12,000

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 roles as directors; however, no cash payments have been made for the year ended March 31, 2013.  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 $54,000 for H. John Buckman and $50,792 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 has a total of 5,500 Class A warrants at an exercise price of $1.00 with a life of five years.  He also received 11,000 shares of restricted stock that related to his note payable, 1,200 shares were issued to him in 2009 for his Director services, and he received 150,000 shares of restricted stock in November 2009 for his efforts in a financing during that month (total of 162,200 restricted shares).

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 31, 2013 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

Beneficial Owners (not reflective of the reverse stock split)

Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership		Percent of Class (2)
Common	Southridge Partners II LP (3) 90 Grove Street, Suite 206 Ridgefield, Connecticut 06877		610,888,826		6.22	%

(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 9,207,273,234 shares of common stock outstanding at March 31, 2013 plus shares subject to options, warrants or preferred stock currently exercisable or convertible within 60 days of March 31, 2013 that 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.

(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 accrued interest.

(4)       Equity listed consists of common stock, preferred stock and stock options to purchase common stock

38

Management Owners (not reflective of the reverse stock split)

Title of Class	Name and Address of Management Owner	Amount and  Nature of Ownership (1)			Percent of  Class (2)
Common	Roy Warren 712 U.S. Highway 1, Suite 200 North Palm Beach, Fl.		69,572,601	(3)	Less than 1%
Common	Tommy Kee 712 U.S. Highway 1, Suite 200 North Palm Beach, Fl.		5,726,192	(4)	Less than 1%
Common	H. John Buckman 712 U.S. Highway 1, Suite 200 North Palm Beach, Fl.		167,700	(5)	Less than 1%
Common	Mike Edwards 712 U.S. Highway 1, Suite 200 North Palm Beach, Fl.		1,200	(6)	Less than 1%
Common	Executive officers and directors as a group		75,467,693		Less than 1%

(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 or warrants currently exercisable or convertible, or exercisable or convertible within 60 days of   March 31, 2013 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)	Percentage calculated from base of 9,207,273,234 shares of common stock outstanding at March 31, 2013 plus shares subject to options, warrants or preferred stock currently exercisable or convertible within 60 days of March 31, 2013 that 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.
(3)	Includes 3,996 shares of our common stock owned by household family members. Remaining amount relates to 15,120,816 shares of common stock, 447,483 non-qualified stock options and 54,000,306 shares of common stock from the potential conversion of 9,000,000 Series A Preferred Stock and 51 shares of Series A-1 Preferred Stock (conversion of 6 common shares to 1 preferred share)
(4)	Represents 5,725,442 non-qualified stock options and 750 shares of common stock
(5)	Includes 162,200 shares of common stock and 5,500 warrants
(6)	Represents 1,200 shares of common stock

Changes in Control

None

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Roy Warren’s daughter, Niki Fuller, is employed by the Company where she is in charge of all marketing functions of the Company. Her previous experience was with another similar brand development company, Bravo! Brands Inc., whereas she had worked in the marketing department.  Other than receiving compensation for her employment services and some stock options, she has no other direct or indirect material interest in the Company. She earned $27,020 and $30,600 for the fiscal years ended March 31, 2013 and March 31, 2012, respectively. She also has 26,500/53 (before and after reverse stock split) stock options with an exercise price of $1.00/$500.00 (before and after reverse stock split) and an expiration date of March 31, 2014.

The Company previously 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).

39

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. Certain financial data is presented before and after the reverse stock split. He also has a total of 5,500/11 Class A warrants at an exercise price of $1.00/$500 with a life of three to five years, and he will be entitled to an additional 5,000/10 warrants with at an exercise price of $15.00/$7,500 if he exercises the same number of specific Class A warrants.  He also received 11,000/22 shares of restricted stock that related to this note payable, 1,200/3 shares of restricted stock for being a Director and 150,000/300 shares of restricted stock for his services related to a November 2009 financing (total of 162,200/325 shares of restricted stock).

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.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed for the year ended March 31, 2013 for professional services rendered by the principal accountant for the review of financial statements included in our Form 10-Q’s were $67,902. We have accrued expected audit fees for the year ended March 31, 2013 in the amount of $44,950.  Total audit fees for the previous year ended March 31, 2012 were $89,852.

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 2012-2013 were approved by the Chairman of the Board prior to the engagement.

40

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,

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.

		Incorporated by	Filed
Exhibit No.	Document Description	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 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)

41

(10)(10)	Waiver and Consent dated January 8, 2008	(1)
(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- Exhibit A in Exhibit (10)(19) –(c)	(3)
(10)(21)	Form of Class A and Class 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
	opinion 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)(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)

42

(10)(47)	Placement Agent Agreement dated March 8, 2011	(13)
(10)(48)	Subscription Agreement dated March 17, 2011to 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
(10)(50)	Form of Promissory Note dated June 3, 2011	(16)
(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, form 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, form of legal
	Option) 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 February 22, 2012	(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 February 22, 2012	(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 February 22, 2012	(25)
(10)(84)	Assignment and Escrow Agreement dated November 28, 2012	(29)
(10)(85)	Promissory Note December 1, 2012		X
(10)(86)	Assignment and Escrow Agreement dated December 13, 2012	(29)
(10)(87)	Promissory Note January 1, 2013		X
(10)(88)	Assignment and Escrow Agreement date January 8, 2013		X
(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)

43

(10)(91)	Certificate of Amendment of Certificate of Incorporation January 30, 2013	(29)
(10)(92)	Promissory Note February 1, 2013		X
(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 February 22, 2012	(29)
(10)(95)	Allonge No.5 dated December 13, 2012 to Secured Note Issued February 22, 2012	(29)
(10)(96)	Allonge No. 6 dated January 14, 2013 to Secured Note Issued February 22, 2012	(29)
(10)(97)	Allonge No. 7 dated February 15, 2013 to Secured Note Issued February 22, 2012	(29)
(10)(98)	Allonge No. 8 dated April 11, 2013 to Secured Note Issued February 22, 2012		X
(10)(99)	Form of Exchange Agreement (Surrendered Notes) February 21, 2013		X
(10)(100)	Form of Exchange Agreement (Surrendered Warrants) February 21, 2013		X
(10)(101)	Form of Consolidated Note at February 21, 2013		X
(10)(102)	Convertible Note for Services Provided at February 21, 2013		X
(10)(103)	Promissory Note March 1, 2013		X
(10)(104)	Promissory Note April 1, 2013		X
(10)(105)	Assignment and Escrow Agreement April 9, 2013		X
(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		X
(10)(109)	Promissory Note June 1, 2013		X
(10)(110)	Allonge No. 9 dated June 5, 2013 to Secured Note Issued February 22, 2012		X
(10)(111)	Assignment and Escrow Agreement June 5, 2013		X
(10)(112)	Promissory Note June 7, 2013		X
(10)(113)	Allonge No. 10 dated June 21, 2013 to Secured Note Issued February 22, 2012		X
(10)(114)	Promissory Note July 1, 2013		X
(10)(115)	Debt amendments for extension of maturity dates to December 31, 2014		X
(14)	Code of Ethics	(6)
(21)	Subsidiaries of Registrant	(1)
(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

(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. 0001213900-10-2857)

(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 8-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)

44

(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. 0001313900-11-003757)

(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 and exhibit 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)

(a)	This exhibit is referenced in the October 23, 2007 Subscription Agreement
(b)	This exhibit is referenced in the January 8, 2008 Subscription Agreement
(c)	This exhibit is referenced in the September 29, 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

45

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

(Registrant)

	ATTITUDE DRINKS INCORPORATED
Date: July 15, 2012	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	Chief Financial Officer and Principal Accounting Officer
Tommy E. Kee Name

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

46

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - Thomas Howell Ferguson P.A.		F-2
Report of Independent Registered Public Accounting Firm- Meeks International LLC		F-3
Consolidated Balance Sheets		F-4
Consolidated Statement of Operations		F-5
Consolidated Statement of Stockholders’ Deficit		F-6
Consolidated Statement of Cash Flows		F-7
Notes to Consolidated Financial Statements	F-9 to F-56

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 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

July 15, 2013

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 as of March 31, 2012, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended March 31, 2012. 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, 2012 and the results of their operations and cash flows for the year ended March 31, 2012, 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/ Meeks International, LLC

Tampa, Florida

July 9, 2012

F-3

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

	March 31, 2013			March 31, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	7,415		$	132,120
Accounts receivable less allowance for doubtful accounts of $16,007 and $817
at March 31, 2013 and March 31, 2012, respectively		27,092			43,895
Inventories		101,721			258,496
Prepaid expenses		25,110			53,385
TOTAL CURRENT ASSETS		161,338			487,896
FIXED ASSETS, NET		28,858			24,653
OTHER ASSETS:
Trademarks, net		4,786			25,280
Deposits and other		5,896			20,996
TOTAL OTHER ASSETS		10,682			46,276
TOTAL ASSETS	$	200,878		$	558,825
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	1,632,378		$	1,685,120
Accrued liabilities		5,008,571			4,165,800
Derivative liabilities		2			423,262
Short-term bridge loans payable		115,000			115,000
Convertible notes payable		250,000			2,726,657
Non-convertible notes payable		316,012			86,012
Deferred revenue		-			7,661
Loans payable to related parties		21,463			21,463
TOTAL CURRENT LIABILITIES		7,343,426			9,230,975
CONVERTIBLE NOTES PAYABLE - NET OF CURRENT PORTION		9,451,652			5,346,744
STOCKHOLDERS' (DEFICIT):
Series A and A-1 convertible preferred stock par value $0.00001 per share,
20,000,000 shares authorized, 9,000,051 and 9,000,000 shares issued and
outstanding at March 31, 2013 and March 31, 2012, respectively		90			9,000
Common stock, par value $0.00001, 20,000,000,000 and 1,000,000 shares
authorized, 18,414,546 and 1,708,096 shares issued and outstanding
at March 31, 2013 and March 31, 2012, respectively (Note 14)		184			17
Additional paid-in capital		18,736,010			14,488,639
Deficit accumulated		(35,330,484	)		(28,516,550	)
TOTAL STOCKHOLDERS' (DEFICIT)		(16,594,200	)		(14,018,894	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	200,878		$	558,825

See accompanying notes to consolidated financial statements

F-4

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

	2013			2012
REVENUES:
Net revenues	$	389,817		$	376,437
Product and shipping costs		(355,832	)		(318,737	)
GROSS PROFIT		33,985			57,700
OPERATING EXPENSES:
Salaries, taxes and employee benefits		1,220,287			535,690
Marketing and promotion		205,036			461,272
Consulting fees		202,111			82,645
Professional and legal fees		247,082			228,799
Travel and entertainment		58,198			47,308
Product development costs		2,425			2,074
Stock compensation expense		99,504			165,068
Other operating expenses		362,861			374,902
Total Operating Expenses		2,397,504			1,897,758
LOSS FROM OPERATIONS		(2,363,519	)		(1,840,058	)
OTHER INCOME (EXPENSE):
Derivative income (expense)		244,155			(396,512	)
Loss on extinguishment of debt		(2,022,451	)		-
Loss on asset abandonment		(198	)		(14,345	)
Interest and other financing costs		(2,671,921	)		(3,898,428	)
Total Other Income (Expense)		(4,450,415	)		(4,309,285	)
LOSS BEFORE PROVISION
FOR INCOME TAXES		(6,813,934	)		(6,149,343	)
Provision for income taxes		-			-
NET LOSS	$	(6,813,934	)	$	(6,149,343	)
Basic loss per common share	$	-		$	(13.65	)
Diluted loss per common share	$	-		$	(13.65	)
Weighted average common shares
outstanding - basic		5,374,096			450,501
Weighted average common shares
outstanding - diluted		5,374,096			450,501

Basic and diluted loss per share has been restated for the 1 for 500 reverse stock split as well as the weighted average common shares

See accompanying notes to consolidated financial statements

F-5

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED MARCH 31, 2013 AND 2012

	Preferred					Common						Additional
	Stock					Stock						Paid In			Accumulated
	Shares		Amount			Shares			Amount			Capital			Deficit			Total
Balance, March 31, 2011		9,000,000	$	9,000			65,956,004		$	65,956		$	8,076,992		$	(22,367,207	)	$	(14,215,259	)
Conversions of debt to
common stock		-		-			783,777,763			783,778			5,568,698			-		$	6,352,476
Issuance of common
stock for services		-		-			(685,815	)		(686	)		(31,915	)		-		$	(32,601	)
Issuance of stock options		-		-			-			-			12,656					$	12,656
Finders' fees for financing		-		-			5,000,000			5,000			8,177			-		$	13,177
Net loss		-		-			-			-			-			(6,149,343	)	$	(6,149,343	)
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			(4,208,647	)		-		$	4,139,628
Issuance of common
stock for services		-		-			4,950,000			4,950			94,050			-		$	99,000
Issuance of Series A-1
Preferred Stock		51		-			-			-			-			-		$	-
Reclass for reverse stock split		-		-			(9,188,858,688	)		(91,889	)		91,889			-		$	-
Reduction of par value to $.00001		-		(8,910	)		-			(9,115,200	)		9,124,110			-		$	-
Net loss		-		-			-			-			-			(6,813,934	)	$	(6,813,934	)
Balance, March 31, 2013		9,000,051	$	90			18,414,546		$	184		$	18,736,010		$	(35,330,484	)	$	(16,594,200	)

Certain totals for the March 31, 2013 have been restated for the 1 for 500 reverse stock split

See accompanying notes to consolidated financial statements

F-6

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

	Year			Year
	Ended			Ended
	March 31,			March 31,
	2013			2012
CASH FLOWS (USED) BY OPERATING ACTIVITIES:
Net/loss	$	(6,813,934	)	$	(6,149,343	)
Adjustment to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization		27,118			6,831
Compensatory stock and warrants		99,504			165,068
Bad debt expense		15,190			817
Derivative expense/(income)		(244,155	)		396,512
Fair value adjustment of convertible note		2,091,049			3,169,350
Loss on debt extinguishment		2,022,451			-
Amortization of debt discount		303,613			365,127
Loss on disposal of fixed assets		198			14,345
Changes in operating assets and liabilities:
Accounts receivable		1,613			(7,454	)
Prepaid expenses and other assets		43,375			271
Inventories		156,775			(178,301	)
Deferred revenue		(7,661	)		(11,274	)
Accounts payable and accrued liabilities		1,081,187			642,836
Net cash (used) in operating activities		(1,223,677	)		(1,585,215	)
CASH FLOWS (USED) BY INVESTING ACTIVITIES:
Purchase of equipment		(10,902	)		(16,002	)
Trademarks		(126	)		-
Net cash used in investing activities		(11,028	)		(16,002	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		950,000			1,325,000
Proceeds from short-term bridge loans payable		250,000			400,000
Repayment of notes		(90,000	)		(225,000	)
Net cash provided by financing activities		1,110,000			1,500,000
NET (DECREASE) IN CASH  AND CASH EQUIVALENTS		(124,705	)		(101,217	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		132,120			233,337
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	7,415		$	132,120

F-7

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest	$	-	$	3,451
Cash paid for taxes	$	-	$	-
Non-cash investing and financing activities:
Payment of financing fees with issuance of new notes payable	$	325,000	$	15,000
Payment of financing fees with common stock and warrants	$	-	$	146,559

See  accompanying notes to consolidated financial statements

F-8

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization and Nature of Business:

Attitude Drinks Incorporated, a Delaware corporation, and subsidiary (“the Company”) is engaged in the development and sale of functional beverages, primarily in the United States.

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.

On May 1, 2012, the state of Delaware approved the increase in our authorized shares of common stock from one billion (1,000,000,000) to five billion (5,000,000,000).

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, 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, and we have provided a table in Note 14 that reflects the effects of this reverse stock split.  We have restated all applicable financial information for both years ended March 31, 2013 and 2012.

Note 2 – Going Concern and Management’s Plans:

As reflected in the accompanying consolidated financial statements, the Company has incurred accumulated operating losses of $35,330,484 and negative cash flows from operations and has a significant working capital deficiency in the amount of $7,182,088 at March 31, 2013. The Company has been dependent upon third party financing and will continue to depend on additional financing for at least the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During 2013, 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-9

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. All material intercompany balances and transactions have been eliminated.

(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.

(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 in international markets during the next fiscal year.

(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 finished goods on consignment represent products shipped under a “pay on scan” model whereas the revenue is deferred until the customer sells through such products to the end consumer. The components of inventories as of March 31, 2013 and March 31, 2012 are below:

	March 31, 2013		March 31, 2012
Finished goods	$	101,721	$	252,413
Finished goods on consignment		-		6,083
Total inventories	$	101,721	$	258,496

(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, three years for computer equipment and three years for purchased software. 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.

(g)       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, 2013			March 31, 2012
Trademark costs	$	31,696		$	31,570
Less accumulated amortization		(26,910	)		(6,290	)
Total Trademarks - Net	$	4,786		$	25,280

Amortization expense amounted to $20,620 and $1,897 for the years ended March 31, 2013 and March 31, 2012, 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.

(h)       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 Codificationwhich 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):

(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 is more akin to debt than equity.

We carry cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities at historical costs; their respective estimated fair values approximate carrying values due to their current nature.

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, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

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 are required to be carried as derivative liabilities, at fair value, in our financial statements. However, we are allowed to elect fair value measurement of the hybrid financial instruments, on a case-by-case basis, rather than bifurcate the derivative. We believe that fair value measurement of the hybrid convertible promissory notes financing arrangements provide a more meaningful presentation of that financial instrument. As the Company exchanged all applicable warrants through the issuance of new convertible notes in February 21, 2013, derivative liabilities should be zero or reflect immaterial balances.

(j)       Revenue Recognition:

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 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. However, the Company entered into a sales agreement with a distributor in 2012 whereby unsold product is subject to return provisions.  In determining revenue recognition for products shipped to this customer, the Company follows the guidance in ASC 605, “Revenue Recognition” (“ASC 605”).  Certain of the products shipped are under a “pay on scan” model, and revenue is deferred by the Company until such time as the customer sells through such products to the end consumer. We no longer have a relationship with this distributor as the amount of deferred revenue relating to pay on scan products reflected in the accompanying balance sheet as of March 31, 2013 and 2012 amounted to $0 and $7,661, respectively.

The Company’s 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 $2,625 for the year ended March 31, 2013 which are recorded as reductions to the reported revenues.  We did not record any slotting fees for the year ended March 31, 2012. 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 $53,046 and $29,878 for the year ended March 31, 2013 and March 31, 2012, respectively.

F-11

Note 3 – Significant Accounting Policies (continued):

(k)      Shipping and Handling Costs:

Shipping and handling costs incurred to deliver products to our customers are included as a component of cost of sales.  These costs amounted to $38,164 and $38,300 for the year ended March 31, 2013 and March 31, 2012, respectively.

(l)       Income Taxes:

We utilize the liability method of accounting for income 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 2008 through 2013.

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  For the year ended March 31, 2013 and 2012, we had no accrued interest or penalties related to income taxes. We currently have no federal or state tax examinations in progress.

(m)     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, 2013 and 2012, respectively, potential common shares arising from the our stock warrants, stock options, convertible preferred stock and convertible debt and accrued interest payable amounted to 407,252,998/814,506 (before and after reverse stock split) shares for 2013 and 594,096,790/1,188,194 (before and after reverse stock split) shares for 2012 and were not included in the computation of diluted loss per share because their effect was anti-dilutive.

(n)      Recent Accounting Pronouncements Affecting the Company:

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 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 is currently evaluating the impact these amendments may have on its disclosures.

In June 2011, the Financial Accounting Standards Board issued an ASU that provides amendments on the presentation of comprehensive income. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments do not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. In both cases, the tax effect for each component must be disclosed in the notes to the financial statements or presented in the statement in which other comprehensive income is presented. The amendments do not affect how earnings per share is calculated or presented. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. For the Company, the amendment is effective for fiscal 2013. The effect of adoption did not have any impact on the Company as there were no elements of other comprehensive income.

F-12

Note 3 – Significant Accounting Policies (continued):

(n)      Recent Accounting Pronouncements Affecting the Company (continued):

In October, 2012, the Financial Accounting Standards 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.

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 agreement.  These amendments should be applied for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods.  The Company is currently evaluating the impact these amendments may have on its disclosures.

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 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 Company is currently evaluating the impact these amendments may have on its disclosures.

(o)      Advertising Costs

Advertising costs are charged to operations when incurred and are included in operating expenses.  Advertising costs for the years ended March 31, 2013 and 2012 were $7,135 and $93,877, respectively.

(p)      Concentration of Sales to Certain Clients

During fiscal 2012-2013, the Company had sales to one client that represented 25% of total revenues in the amount of $111,770.  Receivables from this entity totaled $5,423 at March 31, 2013.

Note 4 – Fixed Assets:

The Company’s fixed assets are comprised of the following as of March 31, 2013 and 2012:

	2013			2012
Equipment	$	19,669		$	19,669
Furniture and fixtures		12,837			12,837
Leasehold improvements		-			3,954
Vehicle		24,382			13,481
Purchased software		827			827
		57,715			50,768
Less: accumulated depreciation		(28,857	)		(26,115	)
Total Fixed Assets	$	28,858		$	24,653

Depreciation expense aggregated $6,498 and $4,934 for the year ended March 31, 2013 and 2012, 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. During the year ended March 31, 2012, we changed to a new telephone system and wrote off the old telephone system for gross assets of $23,377 less accumulated depreciation of $9,032 for a net loss of $14,345 due to abandonment.

F-13

Note 5 – Accrued Liabilities:

Accrued liabilities consist of the following as of March 31, 2013 and 2012:

	2013		2012
Accrued payroll and related taxes	$	2,770,580	$	2,111,853
Accrued marketing program costs		580,000		580,000
Accrued professional fees		74,950		70,000
Accrued interest		1,221,671		1,037,044
Accrued board of directors' fees		170,792		134,792
Other expenses		190,578		232,111
Total Accrued Liabilities	$	5,008,571	$	4,165,800

Note 6 – Convertible Notes Payable:

During February 21, 2013, the debt holders of the convertible note payables agreed to surrender and convert their outstanding face value of convertible note payables for a total of $5,020,944 by entering into an exchange agreement with the Company to consolidate various convertible note issuances into one new consolidated note per debt holder.  These new notes superseded are previous terms of the previous notes and have a maturity date of February 21, 2015 with an interest rate of 4%.  All new notes have the same terms and a conversion price per share which 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 twenty days preceding a conversion date but in no event greater than $0.02$10.00 (before and after reverse stock split).  In addition, the holders of Series A warrants entered into a second exchange agreement also on February 21, 2013 whereas the warrant holders surrendered to the Company their total warrant holdings of 212,501,323/425,003 (before and after reverse stock split) Class A Common Stock Purchase Warrants through the issuance by the Company of a total of $350,000 in new convertible notes.  Both the $5,020,944 and $350,000 amounts were combined and issued into one new consolidated note to each applicable debt holder. No accrued interest payable amounts were added to these new notes. Any new convertible notes issued after this date (other than allonges) will not be included in these new consolidated notes.  These new notes are still subject to fair value valuations.

F-14

Note 6 – Convertible Notes Payable (continued):

Convertible debt carrying values consist of the following:

			Fair Value Amounts
			March 31, 2013		March 31, 2012
$	312,000	Convertible Note Financing (a)	$	-	$	31,201
$	1,200,000	Convertible Note Financing (b)	$	-		569,774
$	243,333	Convertible Note Financing (c)	$	-		292,000
$	60,833	Convertible Note Financing (d)	$	-		60,833
$	20,000	Convertible Note Financing (c)	$	-		20,000
$	120,000	Convertible Note Financing (e)	$	-		74,932
$	5,000	Convertible Note Financing (e)	$	-		11,964
$	60,000	Convertible Note Financing (e)	$	-		92,394
$	70,835	Convertible Note Financing (e)	$	-		109,689
$	507,500	Convertible Note Financing (f)	$	-		529,393
$	200,000	Convertible Note Financing (e)	$	-		79,372
$	161,111	Convertible Note Financing (e)	$	-		72,736
$	27,778	Convertible Note Financing (e)	$	-		23,894
$	111,112	Convertible Note Financing (g)	$	-		229,636
$	50,000	Convertible Note Financing (e)	$	-		26,122
$	55,000	Convertible Note Financing (e)	$	-		322,408
$	137,500	Convertible Note Financing (e)	$	-		404,494
$	55,000	Convertible Note Financing (e)	$	-		322,408
$	100,000	Convertible Note Financing (h)	$	-		38,829
$	900,000	Convertible Note Financing (i)	$	-		568,135
$	400,000	Convertible Note Financing (j)	$	-		415,335
$	600,000	Convertible Note Financing (k)	$	-		722,663
$	221,937	Convertible Note Financing (l)	$	-		132,508
$	500,000	Convertible Note Financing (m)	$	-		828,664
$	59,359	Convertible Note Financing (n)	$	-		59,359
$	1,000,000	Convertible Note Financing (o)	$	-		1,733,696
$	172,211	Convertible Note Financing (p)	$	-		300,962
$	75,000	Convertible Note Financing (q)	$	-		-
$	125,000	Convertible Note Financing (r)	$	-		-
$	75,000	Convertible Note Financing (s)	$	-		-
$	137,783	Convertible Note Financing (t)	$	-		-
$	25,000	Convertible Note Financing (u)	$	-		-
$	5,492,271	Convertible Note Financing due February 21, 2015 (v), (1) (2)	$	9,451,652		-
$	25,000	Convertible Note Financing due May 31, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due June 30, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due July 31, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due August 31, 2013 (u)-(v), (3)	$	62,500		-
		Total convertible notes payable	$	9,701,652	$	8,073,401

(1) All of the above previous convertible notes were surrendered to the Company through a February 21, 2013 exchange agreement whereas the Company issued new consolidated notes per debt holder for a total outstanding amount on the above date for $5,020,944, $350,000 in new notes for the surrender of 212,501,323/425,003 (before and after reverse stock split) Class A warrants plus $121,327 in  a new note for work rendered for this consolidated financing in the grand total of $5,492,271.

F-15

Note 6 –  Convertible Notes Payable (continued):

(2)	New convertible note issued to existing note holder for consideration of work in assisting the Company for modifications and surrender of old convertible notes payable. Fee based on 5% of note holder's outstanding amount of $2,426,531 for $121,327 as of Febraury 21, 2013.
(3)	Monthly retainer fee for $25,000 issued as a convertible note

Long-term Convertible Debt Maturities:

Annual maturities of long-term convertible debt (face value) as of March 31, 2013 are as follows:

Years ending March 31,	Face value $ Amount		Fair Value $ Amount
2013	$	-	$	-
2014		100,000		250,000
2015		5,310,290		9,451,652
2016		-		-
2017		-		-
thereafter		-		-
Total long-term convertible debt, including current maturities		5,410,290		9,701,652

(a) $312,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 8, 2008, we executed secured convertible notes in the aggregate of $520,000 with three lenders, all unrelated entities. We received a net amount of $430,000 with the $90,000 discount being treated as interest.  The loans became payable on May 7, 2008, or we had the option of compelling the holder to convert all, or a portion of the outstanding principal and accrued interest into Company common stock based on defined criteria.  On February 13, 2008, we repaid $260,000 of these loans.  Through February 21, 2013, total conversions of $293,148 in principal face value have been converted into shares of common stock.  The remaining outstanding note balance of $18,852 was surrendered by the debt holder to the Company on February 21, 2013 whereas the Company issued a new consolidated note with new terms and maturity date to the debt holder for the same $18,852.

Prior to February 21, 2013, we had entered into the following Modification and Waiver Agreements related to this financing:

Date	Terms	Consideration
June 2008	Extend maturity to July 15, 2008	9,750 shares of common stock
September 2008	Extend maturity to sooner of January 1, 2009 or closing of another funding	Increase principal by $52,000
January 2009	Extend maturity date to July 1, 2009 and add a conversion option of $0.05	140,000 shares of restricted stock
January 2010	Extend maturity date to June 30, 2010	Convertible notes (See Note 6(h)
July 2010	Extend maturity date to March 31, 2011	Change in conversion price to $.035
March 2011	Extend maturity date to March 31, 2012	Change in conversion price to $.02
March 2012	Extend maturity date to March 31, 2014	New convertible notes (See Note 6 (p)

F-16

Note 6 – Convertible Notes Payable (continued):

(a) $312,000 convertible notes payable (continued)

The addition of a conversion option and the issuance of restricted stock in January 2009 resulted in an extinguishment loss of $56,000 under the FASB Accounting Standards Codification. The January 2010 modification resulted in an extinguishment loss of $72,441. On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000.  On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).

Prior to February 21, 2013, we chose to value the entire hybrid instrument at fair value. We estimated the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(b) $1,200,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On October 23, 2007, we entered into a Subscription agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $1,200,000 of our securities consisting of 10% convertible notes, shares of common stock and Class A and Class B common stock purchase warrants.  The original subscription agreement required that we have an effective registration statement in order for the second closing date to occur. On February 15, 2008, we obtained a Waiver of Certain Conditions that allowed us to waive the requirement for the Registration Statement to become effective prior to the occurrence of the Second closing.

The convertible promissory notes were initially convertible into common shares based on a fixed conversion price of $6.60, and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices. The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification. We chose to value the entire hybrid instruments at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts. The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 –Derivative Liabilities.

The warrants and the convertible notes contain full-ratchet protection so the exercise price of the warrants and the conversion price of the notes were reduced to $3.30 when the Company issued additional convertible instruments with this conversion rate on December 18, 2008.  On January 27, 2009, we entered into a modification of the agreement which reduced the maturity date from October 23, 2009 to July 1, 2009 and changed from a periodic debt payment schedule to full payment of principal and interest on July 1, 2009.  In exchange for this modification, we issued 62,500 shares of restricted stock, and we agreed to reduce the conversion price of the notes and related warrants to $1.00.  This modification resulted in a loss on extinguishment of $379,183. The conversion price was reduced again to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009.  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $100,000 (See Note 6(h)).  Additionally, we agreed to (i) issue additional warrants to purchase 1,635,792 shares of common stock and (ii) reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $395,249.  On January 28, 2010, certain warrants were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.  On February 11, 2010, the warrants which were re-priced to $0.20 on January 10, 2010 were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.

F-17

Note 6 – Convertible Notes Payable (continued):

(b) $1,200,000 convertible notes payable (continued)

On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000. The conversion price for the convertible debt was changed to $.035.  In addition, $221,608 of the outstanding balance plus $27,460 in accrued interest payable was assigned to new debt holders. On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  The conversion price for the convertible debt was changed to $0.02 as well as the exercise price of all associated warrants to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)). Through February 21, 2013, a total of $816,000 of the principal balance and $177,981 in accrued interest have been converted into shares of common stock, and a total of $301,608 of the principal balance was sold to other accredited investors, resulting in the outstanding principal amount of $82,392. This remaining amount of $82,392 was surrendered by the debt holders to the Company on February 21, 2013 as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date to the debt holders. All 1,817,610 outstanding warrants were surrendered and cancelled through another exchange via the issuance of new convertible notes by the Company to these debt holders.

(c) $243,333 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On September 29, 2008, for cash proceeds for $192,500, net of issuance costs of $7,500, we issued $243,333 face value convertible notes, due March 29, 2009, plus warrants to purchase (i) 28,333 shares of our common stock at an exercise price of $10.00 and (ii) additional warrants to purchase 28,333 shares of our common stock at an exercise price of $15.00, representing an aggregate 56,666 shares.  The notes are convertible, only at the Company’s option, into Common Stock at $3.30 and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than that price. The notice of conversion must be given to the Holder on the first day following the twenty consecutive trading days during which the stock price is greater than $100.00 per share each trading day and the daily trading volume is greater than 100,000 shares.  The Holder of the note does not have an option to convert the instrument. The note is secured by a security interest in all the tangible and intangible assets of the Company. According to the original terms of the note, fifty percent of the interest was due on December 28, 2008 and fifty percent due and payable on March 29, 2009; however, the Company modified the agreement on January 27, 2009 to require full payment of principal and interest on July 1, 2009 in exchange for a reduction of the conversion price of the note and exercise price of the warrants to $1.00.  On January 27, 2009, the warrants were redeemed in exchange for a convertible note in the amount of $70,834. The exchange resulted in an extinguishment loss of $82,484.  See Note 6(e).  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $100,000 (See Note (h).  This modification resulted in an extinguishment loss of $113,768. On July 14, 2010, we extended the due date to March 31, 2011 as part of the subscription agreement for a convertible debt financing in the principal gross amount of $900,000. On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  The conversion price for the convertible debt was changed to $0.02 as well as the exercise price of all associated warrants to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).The current outstanding amount is zero as two assignments/sales of $191,333 were made to another accredited investor, and $52,000 were converted into shares of common stock during the quarter ended March 31, 2013.  There were no outstanding warrants to surrender for newly issued convertible notes.

In originally evaluating the financing transaction, we concluded that the conversion feature was not clearly and closely related to the debt instrument since the risks are those of an equity security; however, we determined that the conversion feature met the paragraph 11(a) exemption and did not require liability classification under the FASB Accounting Standards Codification.  Since the embedded conversion feature did not require liability classification, we were required to consider if the contract embodied a beneficial conversion feature (“BCF”).  The conversion option is contingent on a future stock price so under the guidance of The FASB Accounting Standards Codification, the beneficial conversion feature was calculated at inception but will not be recognized until the contingency is resolved.  The aggregate BCF at its intrinsic value amounted to $192,739. This amount gives effect to (i) the trading market price on the contract date and (ii) the effective conversion price after allocation of proceeds to the warrants. Notwithstanding, BCF was limited to the value ascribed to the note (using the relative fair value approach).

F-18

Note 6 – Convertible Notes Payable (continued):

(c) $243,333 convertible notes payable (continued)

The warrants and the convertible note contain full-ratchet protection so the exercise price of the warrants and the conversion price of the notes were reduced to $3.30 when the Company issued additional convertible instruments with a lower conversion rate on December 18, 2008.  The conversion price was reduced again to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009. The conversion price and exercise price were reduced again to $.035 as part of the July, 2010 financing of $900,000 and again to $.02 as part of the March, 2011 financing of $600,000. As noted above, there were no outstanding warrants for the year ended March 31, 2013.

In connection with the note, we issued a note payable in the amount of $20,000 under the same terms as the $243,333 note as consideration for finders’ fees.  The finders’ fee note did not include warrants.  This balance is now zero as an assignment /sale was completed for the $20,000 balance during the quarter ended March 31, 2013.

(d) $60,833 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  On December 18, 2008, we entered into a financing arrangement that provided for the issuance of $60,833 face value convertible note for a purchase price of $50,000, due March 29, 2009, plus warrants to purchase (i) 7,084 shares of our common stock at an exercise price of $10.00 and (ii) additional warrants to purchase 7,084 shares of our common stock at an exercise price of $15.00, representing an aggregate 14,168 shares.  The note was initially convertible into common shares, only at the Company’s option, a conversion price of $3.30 and is subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than that price. The notice of conversion must be given to the Holder on the first day following the twenty consecutive trading days during which the stock price is greater than $100.00 per share each trading day and the daily trading volume is greater than 100,000 shares.  The Holder of the note does not have an option to convert the instrument. The note is secured by a security interest in all the tangible and intangible assets of the Company.  According to the original terms of the note, fifty percent of the note was due on December 28, 2008 and fifty percent due and payable on March 29, 2009 and if the note was not paid by its maturity date; a default rate of 15% applied. The note was considered in default as of December 28, 2008 due to non-payment of the required principle payment, therefore, it is recorded at face value and default interest of 15% is being accrued.

We modified the note agreement on January 27, 2009 to require full payment of principal and interest on July 1, 2009 in exchange for a reduction of the conversion price of the note and exercise price of the warrants to $1.00.  On January 27, 2009, the warrants were redeemed in exchange for a convertible note in the amount of $70,834. The exchange resulted in an extinguishment loss of $82,484. See Note 6(e).  The conversion price was reduced again to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009.  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $100,000 (See Note 6(h)).  This modification resulted in an extinguishment loss of $26,282. On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000 in which the conversion price for the notes payable and exercise price of the warrants were reduced to $0.035.  Later on March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000 which the conversion price for the notes payable and exercise price for the warrants was reduced to $0.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)). The current outstanding amount is zero as one assignment/sale of $60,833 was made to another accredited investor during the quarter ended March 31, 2013.  There were no outstanding warrants for the year ended March 31, 2013 to surrender for newly issued convertible notes.

In originally evaluating the financing transaction, we concluded that the conversion feature was not clearly and closely related to the debt instrument; however, it did meet the paragraph 11(a) exemption and did not require liability classification. We considered if the contract embodied a beneficial conversion feature (“BCF”) however there was no beneficial conversion feature present, since the effective conversion price was greater than the market value of the stock.

F-19

Note 6 – Convertible Notes Payable (continued):

(e) $942,224 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 27, 2009 , March 30, 2009, and July 15, 2009,  we entered into Subscription agreements with a group of accredited investors that provided for the sale of an aggregate $892,224 face value secured convertible notes and warrants to purchase an aggregate 1,183,473 shares of our common stock.  The notes and warrants are based on a fixed conversion price of $1.00 and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion price was reduced to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009.  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $50,000.  Additionally, we agreed to reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $309,740.   On January 28, 2010, certain warrants were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.  On February 11, 2010, the warrants which were re-priced to $0.20 on January 10, 2010 were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.  On May 13, 2010, we executed an allonge to the March, 2009 secured convertible notes payable for $55,000 as well as issued 114,583 warrants at an exercise price of $0.16.  On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000.  As part of this extension, the conversion price of the convertible notes payable and the exercise price of the applicable warrants were changed to $.035.   On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  As part of this extension, the conversion price of the convertible notes payable and the exercise price of the applicable warrants were changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).  Up until February 21, 2013 $435,370 of the principal balance and $124,563 of accrued interest were converted into shares of common stock plus an assignment/sale of $27,834 was made to another accredited investor, resulting in the outstanding principal balance of $479,020. This remaining amount was surrendered by the debt holders to the Company on February 21, 2013 as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date to the debt holders. All 1,183,473 outstanding warrants were surrendered and cancelled through another exchange via the issuance of new convertible notes by the Company to these debt holders.

Prior to February 21, 2013, the holder had the option to redeem the convertible notes for cash in the event of defaults and certain other contingent events, including events related to the common stock into which the instrument was convertible, registration and listing (and maintenance thereof) of our common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). The conversion feature was not afforded the exemption as conventional convertible and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instrument at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

Prior to February 21, 2013, we also evaluated the warrants to determine if they required liability or equity accounting. The warrants issued in conjunction with the financing are redeemable for cash upon the occurrence of acquisition, merger or sale of substantially all assets of the Company in an all cash transaction; therefore, the FASB Accounting Standards Codification requires that they be recorded as derivative liabilities on our balance sheet and marked to fair value each reporting period. As has already been stated, there are no more outstanding warrants.

(f) $507,500 convertible note payable:

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  On August 8, 2008, the Company executed a secured convertible promissory note in the aggregate amount of $507,500 with one lender, an unrelated entity.  The note was payable on August 7, 2009 with interest on the outstanding principal to accrue at 10%.  This note was entered into pursuant to the terms of a Secured Promissory Note and Security Agreement, Asset Purchase Agreement and Registration Rights Agreement to purchase certain trademarks, notably “Slammers” and “Blenders”, from a company that previously acquired such trademarks through a foreclosure sale of certain assets of Bravo! Brands, Inc.  The holder of this note payable had the right to convert all or any portion of the then aggregate outstanding principal amount together with interest at the fixed conversion price of $20.00.  In November 2009, the note was settled with the issuance of new notes of equal face value, which are convertible into shares of common stock at a conversion price equal to the lesser of $1.00 or 80% of the average of the three lowest closing bid prices for the Company’s common stock for the twenty trading days preceding the date of conversion. The notes are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  On January 10, 2009, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $50,000.  Additionally, we agreed to reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $206,356.  On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000 in which the conversion price for the notes payable was changed to $.035. In addition, $203,882 of the outstanding balance plus $46,327 in accrued interest payable were assigned to new debt holders.  On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000 in which the conversion price for the notes payable was changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).  To date, the entire amount of $507,500 was sold to other accredited investors in which the buying investors converted the entire balance into shares of common stock, resulting in no outstanding balances.

F-20

Note 6 –  Convertible Notes Payable (continued):

(f) $507,500 convertible note payable (continued):

When there was an outstanding balance, the conversion feature was not afforded the exemption as conventional convertible and the notes require liability classification under the FASB Accounting Standards Codification. We chose to value the entire hybrid instruments at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(g) $111,112 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  In November 2009, the Company issued a convertible note with a face value of $111,112 and 150,000 shares of common stock in exchange for marketable securities with a fair market value on the date of the transaction of $76,000.  The note is convertible into common stock at a fixed conversion price of $1.00 per share subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  On January 10, 2009, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $50,000.  Additionally, we agreed to reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $47,520.  On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000 in which the conversion price of the notes payable and the exercise price of the applicable warrants were changed to $.035.  On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  As part of this extension, the conversion price of the convertible notes payable and the exercise price of the applicable warrants were changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)). The full original amount of $111,112 was outstanding as of February 21, 2013 when the note holder surrendered this note to the Company as part of the exchange agreement whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no outstanding warrants to surrender for a new convertible note.

Prior to the exchange agreement, we chose to value the entire hybrid instrument at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

F-21

Note 6 –  Convertible Notes Payable (continued):

(h) $100,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. As consideration for the modification agreement we entered into with certain investors on January 10, 2010, we agreed to issue two convertible promissory notes in the aggregate amount of $100,000.  The notes are based on a fixed conversion price of $1.00 and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices. As part of the agreement from the July, 2010 financing for $900,000, the maturity date was extended to March 31, 2011, and the conversion price of the notes payable was changed to $.035.  As part of the agreement from the March, 2011 financing for $600,000, the maturity date was extended to March 31, 2012, and the conversion price of the notes payable was changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).  Up until February 21, 2013, $50,000 of the principal balance and $13,450 of accrued interest were converted into shares of common stock, resulting in an outstanding principal balance of $50,000 when the note holder surrendered this note to the Company as part of the exchange agreement whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no outstanding warrants to convert to a new convertible note.

Prior to the conversion on February 21, 2013, the holder had the option to redeem the convertible notes for cash in the event of defaults and certain other contingent events, including events related to the common stock into which the instrument was convertible, registration and listing (and maintenance thereof) of our common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). The conversion feature was not afforded the exemption as conventional convertible and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instrument at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(i) $900,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On July 15, 2010, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $900,000 of our securities consisting of 10% convertible notes with a maturity date of July 15, 2012 and 65,999,999 Class A stock purchase warrants at an exercise price of $.035 with an expiration date of July 14, 2015. The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.08. On February 22, 2012, we entered into a Fifth Amendment and Consent Agreement as part of the February, 2012 financing in which the above $.08 conversion price was changed to $.02 as well as the exercise price of the warrants was changed from $.035 to $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9` – Derivative Liabilities. At inception, we allocated $156,000 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $900,000 financing using the relative fair value method. We recorded a total debt discount of $171,600 (above $156,000 plus $15,600 for warrants issued to placement agent) in which we recorded $209,446 to capture the accretion of the debt discount from inception. Up until February 21, 2013, a total of $264,725 was converted into shares of common stock, resulting in an outstanding balance of $635,275 at March 31, 2012.plus $131,663 of accrued interest were converted into shares of common stock. On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holders. The remaining outstanding 56,666,666 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

Total financing costs paid from this financing amounted to $164,500 as well as a payment of $39,024 for other past due professional fees, resulting in a net amount of $696,476 to be paid to us at $150,000 per month until the total amount is paid in the following months.  As such, we reported a stock subscription amount of $246,476 for the period ended September 30, 2010.  That amount has since been paid from October through November, 2010.  In addition, we recorded $15,600 in non-cash deferred financing fees for the issuance of 6,000,000 warrants as a finder’s fee as part of the total issued 65,999,999 Class A warrants.  In addition, we paid other financing fees associated with this financing in the amount of $11,500, resulting in a total of $191,600.

F-22

Note 6 – Convertible Notes Payable (continued):

(i) $900,000 convertible notes payable (continued)

As noted throughout Note 6, certain debts were assigned to new debt holders.  A total of $413,358 in convertible notes payable and $86,642 in accrued interest payable for a total of $500,000 was assigned to new debt holders as part of the July, 2010 financing.  Out of the total $500,000 balance, the entire $500,000 in these assigned notes payable were converted into common shares of stock from inception through the year ended March 31, 2013.These $500,000 assigned notes had the same conversion price terms as the $900,000 new notes payable.

(j) $400,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 21, 2011, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $400,000 of our securities consisting of 10% convertible notes with a maturity date of July 15, 2012 and 20,460,357 Class A stock purchase warrants at an exercise price of $.035 with an expiration date of January 20, 2016. The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.08.  On February 22, 2012, we entered into a Fifth Amendment and Consent Agreement as part of the February, 2012 financing in which the above $.08 conversion price was changed to $.02 as well as the exercise price of the warrants was changed from $.035 to $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $136,123 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $400,000 financing using the relative fair value method. We recorded $177,211 to capture the accretion of the debt discount since inception.  Total conversions of the principal amount up to February 21, 2013 amounted to $195,523 which were converted into shares of common stock, resulting in the current outstanding balance of $204,477 as well as accrued interest in the total amount of $16,942 was converted into shares of common stock. On September 30, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding September 30, 2012 principal face value (see Note 6 (t).

On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holders. The remaining outstanding 14,578,005 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

Total financing costs paid from this financing amounted to $70,000  as well as the payment of $102,500 of a previous promissory note resulted  in a net amount of $227,500 to be paid to us.  Out of this total $227,500, an amount of $128,500 was paid in the first January, 2011 closing with the remaining amount of $99,000 being paid in the second February, 2011 closing.  In addition, we recorded $31,921 in non-cash deferred financing fees for the issuance of 2,046,035 restricted shares of common stock as a finder’s fee.

(k) $600,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On March 17, 2011, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $600,000 of our securities consisting of 10% convertible notes with a maturity date of September 17, 2012 and 43,708,610 Class A stock purchase warrants (includes 3,973,510 warrants as a finder’s fee) at an exercise price of $.02 with an expiration date of March 16, 2016. The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $223,802 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $400,000 financing using the relative fair value method. We recorded $268,562 to capture the accretion of the debt discount since inception. Total conversions of the principal amount up to February 21, 2013 amounted to $291,378 which were converted into shares of common stock, resulting in an outstanding principal balance of $308,622 at February 21, 2013. In addition, a total of $10,744 of accrued interest was converted into shares of common stock.  On September 30, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding September 30, 2012 principal face value amount (see Note 6(t).  On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holders. The remaining outstanding 40,397,352 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.  Total financing costs paid from this financing amounted to $90,000 resulted in a net amount of $510,000 to be paid to us.   In addition, we recorded $75,371 in non-cash deferred financing fees for the issuance of 3,973,510 warrants to purchase common stock as a finder’s fee as well as issued a convertible note for $18,000 for a 3% non-accountable allowance placement agent fee as this note contained the same conversion rights as the above convertible notes.  This particular note has been fully converted into shares of common stock.

F-23

Note 6 – Convertible Notes Payable (continued):

(l) $221,937 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  On May 23, 2011, the holder of the original April 2, 2008 short term bridge loan with principal balance of $120,000 and of the original May 19, 2008 short term bridge loan with principal balance of $33,000 entered into an agreement to transfer the original notes and personal guarantee of Roy Warren, CEO, to another debt holder (Jody Eisenman) who already is an existing debt holder and accredited investor.   On June 30, 2011, the new debt holder entered into a Debt Exchange Agreement with the Company to transfer these two short term bridge loans dated April 2, 2008 with principal balance of $120,000 plus interest of $53,951 and the second short term bridge loan dated May 19, 2008 with principal balance of $33,000 plus interest of $14,986 for a grand total of $221,937 into a new long term convertible note with an interest rate of 10% and a maturity date of September 17, 2012.  This new note covers all previous commitments through June 30, 2011. As consideration for this exchange, the Company cancelled the personal guarantee of Roy Warren, CEO, and issued a warrant to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $.02 with a life of five years.  This convertible note and warrants are subject to the same rights as all other convertible notes and associated warrants as the conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. Through this exchange, all original notes and guarantee and all obligations related thereunder were cancelled and terminated.   We recorded $2,767 to capture the accretion of the debt discount since inception. Total conversions of the principal amount to date amounted to $206,083 leaving a remaining outstanding principal face amount of $15,854 as of February 21, 2013. In addition, $803 in accrued interest was converted into shares of common stock.  On September 30, 2012, we extended the due date to March 31, 2014 by issuing new convertible n notes payable for 10% of the outstanding September 30, 2012 principal face value amount (see Note 6(t)).

F-24

Note 6 – Convertible Notes Payable (continued):

(m)  $500,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On July 15, 2011, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $1,000,000 of our securities consisting of 10% convertible notes with a maturity date of January 15, 2013 in which we did sell $500,000.  In addition, we did issue a convertible note under the same terms as the $500,000 convertible notes for a 3% finder’s fee in the amount of $15,000.  We issued 27,500,000 Class A stock purchase warrants (includes 2,500,000 warrants as a finder’s fee) at an exercise price of $.02 with an expiration date of July 14, 2016.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $70,454 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $500,000 financing using the relative fair value method. We recorded $69,150 to capture the accretion of the debt discount since inception. There have been no conversions of this debt.  There have been no conversions of this debt, but $75,000 of the principal amount was sold to a new accredited investor in August, 2012 resulting in an outstanding balance of $425,000 as of February 21, 2013.  Total financing costs paid from this financing amounted to $95,000 resulting in a net amount of $405,000 to be paid to us.  On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. The remaining outstanding 27,500,000 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

(n)  $59,359 convertible notes payable

As the debt has been fully paid, there is no restatement for the reverse stock split. On November 3, 2011, we entered into a promissory note with conversion rights with outside legal counsel in the principal sum of $59,359, payable on or before May 5, 2012.  This note shall bear interest at the rate of five percent (5%) simple interest per annum until paid in full. At the option of the holder at the due date, all or any portion of the unpaid accrued interest and/or unpaid principal amount of this note shall be converted into newly issued shares of the Company’s common stock at the lesser of a conversion price per share equal to (1) the closing price reported on the primary trading market on the day prior to the conversion date or (2) the lowest conversion price for other convertible debt or securities issued by the Company with the ability to be converted or exercised on the Due Date. The conversion price in no event will be such an amount to trigger any conversion or exercise price reset or anti-dilution rights in existing convertible notes or other convertible securities on the Due Date. The holder may not convert any amount of the note into a number of shares of common stock which would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock on such conversion date. The holder is not limited to aggregate conversions of 4.99%.   On May 29, 2012, a conversion for $50,000 in principal and on October 8, 2012 a conversion for the remaining principal balance  of $9,359 plus accrued interest for $1,926 were made for the issuance of shares of common stock, resulting in the note and applicable accrued interest to be fully paid as of December 31, 2012.

F-25

Note 6 – Convertible Notes Payable (continued):

(o) $1,000,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On February 22, 2012, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $1,000,000 of our securities consisting of 10% convertible notes with a maturity date of March 31, 2014 in which we did sell $1,000,000.  We issued 50,000,000 Class A stock purchase warrants at an exercise price of $.02 with an expiration date of February 21, 2017.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $44,735 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $1,000,000 financing using the relative fair value method. We recorded $25,681 to capture the accretion of the debt discount since inception. There have been no conversions of this debt; however, the total increased by $950,000 due to various allonges which are as follows:

	Date of Allonge	$ Amount		Finder's Fees
Allonge #1	8/22/2012	$	75,000	$	-
Allonge #2	10/18/2012		150,000		15,000
Allonge #3	11/9/2012		135,000		10,000
Allonge #4	12/6/2012		165,000		15,000
Allonge #5	12/14/2012		165,000		15,000
Allonge #6	1/14/2013		220,000		20,000
Allonge #7	2/15/2013		40,000		5,000
Total		$	950,000	$	80,000

On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. The remaining outstanding 50, 000,000 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

Total financing costs paid from this financing amounted to $160,000. In addition, we applied three previous bridge loans for a total of $175,000 into this new financing, paid $103,451 for two other previous bridge loans including interest, resulting in a net amount of $561,549 to be paid to us.

(p) $172,211 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On March 31, 2012, we entered into an Extension Agreement with note holders who have existing convertible notes in the total outstanding amount of $172,211 with a due date of March 31, 2012 to extend the maturity date of these notes to March 31, 2014.  As consideration of the extension of the maturity date of these notes, we issued to each note holder a new convertible note with an interest rate of twelve percent (12%) in the principal amount representing ten percent (10%) of the principal amount owed to each note holder.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

F-26

Note 6 – Convertible Notes Payable (continued):

(q)  $75,000 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On August 8, 2012, a new accredited investor, Southridge Partners II LP, purchased $75,000 of a previously issued $100,000 convertible note payable dated July 15, 2011 (see Note 6 (m)).  A new replacement note for $75,000 was issued with a maturity date of January 15, 2013 with an interest rate of 10%.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall 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 ten trading days preceding a conversion date but in no event greater than $.02. This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the note requires liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The total amount of $75,000 has been converted into shares of common stock resulting in no outstanding balance.

(r)  $125,000 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On August 31, 2012, we entered into an equity purchase agreement with Southridge Partners II, LP.  As a condition for the execution of this agreement, we issued a promissory convertible note in the principal amount equal to $125,000.  We received no cash proceeds. This note shall have no registration rights and has a maturity date of February 28, 2013.  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 holder of this note is entitled any time after the maturity date to convert all or a portion of the principal amount of this note into shares of common stock at a conversion price equal to the current market price multiplied by seventy percent (70%).  Current market price means the average of the two (2) lowest 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. This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the note requires liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(s)  $75,000 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On July 19, 2012, we entered into a consulting agreement with SC Advisors, Inc. to explore various options relating to equity financing, potential asset acquisitions, corporate recapitalization and growth management strategies (collectively consulting services). This agreement is subject to the Company paying a monthly retainer of $25,000, starting August 1, 2012.  The original agreement provided monthly payment in restricted preferred stock, but both parties agreed to payment by the issuance of convertible notes for the retainer payments.  As such, we issued a promissory convertible note on September 26, 2012 in the principal amount equal to $75,000 for payments of the August, September and October 2012 retainers ($25,000 per month times 3 months).  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 March 26, 2013 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. This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the note requires liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

F-27

Note 6 – Convertible Notes Payable (continued):

(t)  $137,783 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On September 30, 2012, we entered into an Extension Agreement with note holders who have existing convertible notes in the total outstanding amount of $137,783 with  due dates of July 15, 2012 and September 17, 2012 to extend the maturity date of these notes to March 31, 2014.  As consideration of the extension of the maturity date of these notes, we issued to each note holder a new convertible note with an interest rate of ten percent (10%) in the principal amount representing ten percent (10%) of the principal amount owed to each note holder.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(u)  Other Convertible Notes

(i) On October 12, 2012, an accredited investor, Southridge Partners II LP, purchased $20,000 of the $75,762 non-convertible note held by our landlord (See Note 8).  The purchased note was changed to a convertible note and was fully converted into shares of common stock during the quarter ended December 31, 2012.

(ii) As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On October 6, 2012, an accredited investor, Southridge Partners II LP, purchased $125,000 of a previously issued $253,750 convertible note payable assigned and dated August, 2008 (see Note 6(f)). A new replacement note for $125,000 was issued with a maturity date of March 31, 2014 with an interest rate of 12%.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. The total amount of $125,000 has been converted into shares of common stock resulting in no outstanding balance.

(iii) On November 1, 2012, we issued a convertible note for $25,000  for November, 2012 services rendered from SC Advisors, Inc. as part of their consulting fees for the Company’s restructuring program as this note has the same features and terms as the  note referenced in Note 6 (s). There have been no conversions. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(iv)  As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On November 28, 2012, an accredited investor, Southridge Partners II LP, purchased the remaining amount of $128,750 from a previously issued $253,750 convertible note payable assigned and dated August, 2008 (see Note 6(f) and 6(u-ii)).A new replacement note for $128,750 was issued with a maturity date of March 31, 2014 with an interest rate of 12%.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. The total amount of $128,750 has been converted into shares of common stock.

(v) On December 1, 2012, January 1, 2013, February 1, 2013 and March 1, 2013, we issued a convertible note for $25,000 for each month, totaling $100,000 for December, 2012 through March, 2013 services rendered from SC Advisors, Inc. as part of their consulting fees for the Company’s restructuring program as these notes have the same features and terms as the note referenced in Note 6 (s). These notes were not part of the February 21, 2013 exchange consolidation.  Their maturity dates are from 5/31/2013, 6/30/13, 7/31/13 and 8/31/13, respectively for each note as the debt holder will extend the maturity dates as needed.

(w) As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On December 13, 2012, an accredited investor, Southridge Partners II LP, purchased $150,000 of a previously issued $243,333 convertible note payable dated September, 2008 (see Note 6(c)).  A new replacement note for $150,000 was issued with a maturity date of March 31, 2014 with no interest as original note was a discount note.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. As of February 21, 2013, the total amount of $150,000 was converted into shares of common stock.

F-28

Note 6 – Convertible Notes Payable (continued):

(u)  Other Convertible Notes - (continued)

(x) As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 8, 2013, an accredited investor, Southridge Partners II LP, purchased $41,333 of a previously issued $243,333 convertible note payable dated September, 2008, $20,000 of a previously issued convertible note also dated September, 2008, $60,833 of a previously issued convertible note dated December, 2008 and $27,834 of a previously issued convertible note payable dated February, 2009 for $60,000 (see Note 6(c)).  A new replacement note for $150,000 was issued with a maturity date of March 31, 2014 with no interest as original note was a discount note.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.  Total conversions of $133,560 from this particular portion of the overall consolidated note were made for the issuance of shares of common stock.

(v)  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 convertible note amounts. In addition and on the same date, all outstanding Class A warrants associated with these convertible note payables totaling 212,501,323/425,003 (before and after reverse stock split) Class A warrants were surrendered by the debt holders to the Company in which the Company issued additional convertible notes payable for the total amount of $350,000.  All applicable 181,818/364 (before and after reverse stock split) 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%.  The conversion price per share shall 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 $0.02/$10.00 (before and after reverse stock split).  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 $181,981 in principal and $57,138 in accrued interest were converted into shares of common stock from February 21, 2013 through the fiscal year ended March 31, 2013.

F-29

Note 7 – Short Term Bridge Loans:

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

	March 31, 2013		March 31, 2012
April 14, 2008 (a)	$	60,000	$	60,000
August 5, 2008 (b)		55,000		55,000
Total	$	115,000	$	115,000

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) 5,000/10 (before and after reverse stock split) shares of our common stock and (ii) additional warrants to purchase 5,000/10 (before and after reverse stock split) shares of our common stock, representing an aggregate 10,000/20 (before and after reverse stock split) shares which all warrants have expired and are cancelled.  We determined that the warrants issued in this financing arrangement meet the conditions for equity classification so we allocated the proceeds of the debt between the debt and the detachable warrants based on the relative fair value of the debt security and the warrants in accordance with the FASB Accounting Standards Codification.

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 2,500/5 (before and after  reverse stock split) shares of common stock
September 2008	Extend maturity to December 15, 2008	6,000/12 (before and after reverse stock split) shares of restricted stock
January 2009	Extend maturity date to April 30, 2009	1) Warrants indexed to 6,000/12 (before and after  reverse stock split) shares of common stock 2) 6,000/12 (before and after reverse stock split) 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, we were 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 6,000/12 (before and after reverse stock split) warrants granted on January 27, 2009 have expired. The exercise price of the 6,000/12 (before and after reverse stock split) warrants was reduced again to $1.00/$500.00 (before and after reverse stock split) 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 to purchase (i) 5,000/10 (before and after reverse stock split) shares of our common stock at an exercise price of $10.00/$5,000 (before and after reverse stock split) and (ii) additional warrants to purchase 5,000/10 (before and after reverse stock split) shares of our common stock at an exercise price of $15.00/$7,500 (before and after reverse stock split), representing an aggregate 10,000/20 (before and after reverse stock split) shares as the exercise dates for these warrants have now expired.  The due date of the loan was extended to December 15, 2008 with 5,500/11 (before and after reverse stock split) restricted shares of common stock issued as consideration. On December 15, 2008, we were in default on the notes for non-payment of the required principal payment. Remedies 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.  

F-30

Note 7 –   Short Term Bridge Loans:

August 5, 2008 financing (continued):

We also evaluated the warrants to determine if they required liability or equity accounting. The warrants issued in conjunction with the financing are redeemable for cash upon the occurrence of acquisition, merger or sale of substantially all assets of the Company in an all cash transaction; therefore, the FASB Accounting Standards Codification requires that they be recorded as derivative liabilities on our balance sheet and marked to fair value each reporting period. We allocated the proceeds of the debt to the warrants, and the remaining portion was allocated to the debt instrument. The fair value of the warrants using the Black-Scholes pricing model was $62,700 and since the fair value of the warrants exceeded the proceeds from the financing, we recorded a day-one derivative loss of $12,700.

On January 15, 2009, we extended the term on the note from December 15, 2008 to April 30, 2009, and we issued investor warrants to purchase 5,500/11 (before and after reverse stock split) shares of our common stock and 5,500/11 (before and after reverse stock split) 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 reduced to $3.30/$1,650 (before and after reverse stock split) when the Company issued additional convertible instruments with a lower conversion rate on December 18, 2008.  The exercise price of the warrants was reduced again to $1.00/$500.00 (before and after reverse stock split) 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.

Note 8 – Notes Payable (non-convertible):

For the period ended March 31, 2011, we paid $23,750 as part of a promissory note in the total principal amount of $34,000 as a final settlement amount for a previous license agreement. The remaining amount due of $10,250 was required to be settled through monthly payments of $4,250 through December, 2010.  Although we did not make all payments for the year ended March 31, 2013, we anticipate making those payments in 2013 when additional capital is available.

On January 26, 2011, we entered into a promissory note with our previous landlord in the principal amount of $75,762.  This amount is due June 30, 2011 together with interest of 10% computed on the basis of the actual number of days elapsed over a 360-day year on the unpaid balance.  The default rate shall be a per annum interest rate equal to the maximum amount permitted by applicable law as we currently use 15%. Although we have not paid this note yet, we anticipate making a payment pending a future financing. On October 12, 2012, the previous landlord sold $20,000 of the promissory note to another accredited investor (see Note 6(u)-i) resulting in an outstanding amount of $55,762.  This new replacement $20,000 note shall have the same terms as the original note except this new note shall indicate that the note was originally issued to the Seller on January 26, 2011 and shall be convertible into the Company’s common stock, at any time at an initial conversion price per share equal to twenty five percent (25%) of the average of the lowest three (3) closing bid prices for the Company’s common stock during the ten (10) trading days immediately preceding a conversion date and shall have a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The buyer of this note converted the entire $20,000 into shares of common stock.

On June 14 2012, we entered into two promissory notes for $100,000 and $40,000, respectively, with two current accredited investors.  These notes are subject to an interest rate of ten percent (10%) and are due the sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding.  We received the $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 2013.

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 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.  The amount is 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 2013.

F-31

Note 9 – Derivative Liabilities:

The following table summarizes the components of derivative liabilities as of March 31, 2013 and 2012:

Financing arrangement giving rise to derivative financial instruments		March 31,		March 31,
		2013		2012
$          600,000	Face Value Convertible Note Financing	$	-	$	3,913
$          500,000	Face Value Convertible Note Financing		-		2,964
$          100,000	Face Value Convertible Note Financing		-		593
$          120,000	Face Value Short Term Bridge Loan Financing		2		12
$          120,000	Face Value Short Term Bridge Loan Financing		-		12
$            60,000	Face Value Short Term Bridge Loan Financing		-		6
$            33,000	Face Value Short Term Bridge Loan Financing		-		3
$          120,000	Face Value Convertible Note Financing		-		241
$            60,000	Face Value Convertible Note Financing		-		121
$          200,000	Face Value Convertible Note Financing		-		837
$          161,111	Face Value Convertible Note Financing		-		674
$            50,000	Face Value Convertible Note Financing		-		209
$            55,000	Face Value Convertible Note Financing		-		209
$          137,500	Face Value Convertible Note Financing		-		575
$            55,000	Face Value Convertible Note Financing		-		230
$          900,000	Face Value Convertible Note Financing		-		113,810
$          400,000	Face Value Convertible Note Financing		-		31,102
$          600,000	Face Value Convertible Note Financing		-		89,678
$          221,937	Face Value Convertible Note Financing		-		44,502
$          500,000	Face Value Convertible Note Financing		-		57,528
$       1,000,000	Face Value Convertible Note Financing		-		76,043
	Total derivative liabilities	$	2	$	423,262

Prior to February 21, 2013, we estimated fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies 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 because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution 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, 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

F-32

Note 9 – Derivative Liabilities (continued):

multiple possible outcomes. 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. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.  As of February 21, 2013, all warrants associated with convertible notes payable were surrendered by the debt holders to the Company through exchange agreements whereas the Company issued new convertible notes payable to these debt holders for a total of $350,000.  As such, derivative liabilities will be immaterial and will only relate to outstanding warrants associated with other non-convertible loans.

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 25,000/50 (before and after reverse stock split) shares of common at $1.00/$500.00 (before and after reverse stock split) 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.

In addition, the Company previously issued aggregate notes of $100,000 to Roy Warren, the Company’s CEO, an accredited investor with whom the Company entered into subscription agreements for 10% convertible notes (see Note 6(b)).  However 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 (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 has a total of 5,500/11 (before and after reverse stock split) Class A warrants at an exercise price of $1.00/$500.00 (before and after reverse stock split) with a life of three to five years, and he will be entitled to an additional 5,000/10 (before and after reverse stock split) warrants with at an exercise price of $15.00/$7,500 (before and after reverse stock split) if he exercises the same number of specific Class A warrants.  He also received 11,000/22 (before and after reverse stock split) shares of restricted stock that related to this note payable, 1,200/3 (before and after reverse stock split) shares of restricted stock for being a Director and 150,000/300 (before and after reverse stock split) shares of restricted stock for his services related to a November, 2009 financing (total of 162,200/325 shares of restricted stock) (before and after reverse stock split).

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 for any stock split or combination of the common 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 be 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 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.

F-33

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, 2013, the Company had the following outstanding warrants:

							Reverse Stock Split
		Expiration	Warrants		Exericse		Restated		Restated
Issued Class A Warrants	Grant Date	Date	Granted		Price		Warrants		Price
April, 2008 Supply Agreement	4/16/2008	4/15/2013		5,000	$	15.00		10	$	7,500.00
Aprl, 2008 Finder's Fees	4/14/2008	4/13/2013		3,125	$	10.00		6	$	5,000.00
May, 2008 Finder's Fees	5/19/2008	5/18/2013		1,875	$	10.00		4	$	5,000.00
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800	$	1.00		54	$	500.00
September, 2010 Debt Extension	9/9/2010	9/9/2013		51,000	$	0.05		102	$	25.00
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000	$	0.05		24	$	25.00
Total issued Class A warrants				99,800				200
Unissued Class B warrants (a):
April, 2008 Finder's Fees				3,125				6
May, 2008 Finder's Fees				1,875				4
Total unissued Class B Warrants				5,000				10
Total Warrants				104,800				210

(a) When certain Class A warrants are exercised, holders of these warrants will receive an equal number of Class B warrants with an exercise price of $15.00/$7,500 (before and after reverse stock split).

F-34

Note 11 – Stockholders’ Deficit (continued):

(b) Common Stock Warrants (continued)

				Weighted		Reverse Stock Split
				Average		Restated			Restated
	Shares			Price		Warrants			Price
Activity for our common stock warrants is presented below:
Total warrants outstanding March 31, 2011		116,470,441		$	1.60		232,941		$	800.00
New warrants granted		97,500,000			0.02		195,000		$	10.00
Warrants that expired		(70,000	)				(140	)
Total warrants outstanding March 31, 2012		213,900,441			0.04		427,801		$	20.00
Cashless exercise of warrants		(1,000,000	)				(2,000	)
Warrants that expired		(112,500	)				(225	)
Warrants surrendered for exchange of new convertible notes		(212,501,323	)				(425,002	)
Warrants (Class B) cancelled for exchange of new convertible notes		(181,818	)				(364	)
Total warrants outstanding March 31, 2013		104,800		$	2.19		210		$	1,095.00

Cashless exercises of 1,000,000/2,000 (before and after reverse stock split) warrants were made for the fiscal year ended March 31, 2013. No warrants were exercised for the fiscal year ended March 31, 2013.

(c) Common Stock:

At March 31, 2013, we had issued and outstanding 9,207,273,234/18,414,547 (before and after reverse stock split) shares of common stock of which 15,125,562/30,251 (before and after reverse stock split) 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 of common stock have no preemptive rights to purchase our common stock.  There are no conversion rights or redemption 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.

Common Stock Issued for the Year Ended March 31, 2013:

These figures are not restated for the reverse stock split.

On April 3, 2012, we issued 6,000,000 shares of common stock pursuant to two conversions of January, 2011 convertible notes for $10,443 and accrued interest for $2,877 at a conversion price of $.00222.

On April 4, 2012, we issued 663,800 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $1,444 at a conversion price of $.002175.

F-35

Note 11 – Stockholders’ Deficit (continued):

Common Stock Issued for the Year Ended March 31, 2013 (continued):

On April 5, 2012, we issued 62,332 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $132 at a conversion price of $.002123.

On April 5, 2012, we issued 2,843,146 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $873 and $5,163 accrued interest at a conversion price of $.002123.

On April 10, 2012, we issued 23,809,524 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $50,000 at a conversion price of $.0021.

On April 10, 2012, we issued 3,225,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $6,702 at a conversion price of $.002078.

On April 10, 2012, we issued 3,225,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $6,702 at a conversion price of $.002078.

On April 11, 2012, we issued 3,250,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $6,347 at a conversion price of $.002603.

On April 16, 2012, we issued 1,900,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,178 at a conversion price of $.0016725.

On April 26, 2012, we issued 5,800,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $7,076 at a conversion price of $.00122.

On May 17, 2012, we issued 2,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $2,536 at a conversion price of $.001268.

On May 17, 2012, we issued 6,500,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes accrued interest for $8,242 at a conversion price of $.001268.

On May 17, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $76,140 at a conversion price of $.001269.

On May 17, 2012, we issued 44,970,414 shares of common stock pursuant to a conversion of June, 2011 convertible notes accrued interest for $57,000 at a conversion price of $.0012675.

On May 25, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,285 at a conversion price of $.001095.

On May 29, 2012, we issued 46,728,972 shares of common stock pursuant to a conversion of November, 2011 convertible notes for $50,000 at a conversion price of $.00107.

On May 31, 2012, we issued 2,500,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $2,588 at a conversion price of $.001035.

On June 1, 2012, we issued 363,056 shares of common stock pursuant to a cashless exercise of 1,000,000 warrants from the March, 2011 financing.

On June 5, 2012, we issued 5,100,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $4,549 and accrued interest for $806 at a conversion price of $.00105.

On June 11, 2012, we issued 4,900,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $5,145 at a conversion price of $.00105.

F-36

Note 11 – Stockholders’ Deficit (continued):

Common Stock Issued for the Year Ended March 31, 2013 (continued):

On June 19, 2012, we issued 40,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $40,000 at a conversion price of $.001.

On June 22, 2012, we issued 6,900,000 shares of common stock pursuant to conversion of July, 2010 accrued interest for $8,211 at a conversion price of $.00119.

On June 25, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $4,000 at a conversion price of $.0008.

On July 1, 2012, we issued 36,000,000 shares of common stock pursuant to two conversions of July, 2010 convertible notes for a total of $24,000 and $4,800 accrued interest at a conversion price of $.0008.

On July 27, 2012, we issued 50,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $29,300 at a conversion price of $.000586.

On August 8, 2012, we issued 4,950,000 shares of common stock pursuant to terms of certain athlete contracts valued at $99,000 with conversion at the contracted $.02 conversion price.

On August 15, 2012, we issued 8,853,333 shares of common stock pursuant to a conversion of March, 2011 debt for $805 and $3,179 accrued interest at a conversion price of $.00045.

On August 15, 2012, we issued 16,626,267 shares of common stock pursuant to a conversion of July, 2010 debt of $7,482 at a conversion price of $.00045.

On August 16, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $1,720 at a conversion price of $.00043.

On August 22, 2012, we issued 40,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $16,000 at a conversion price of $.0004.

On September 5, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $24,000 at a conversion price of $.0004.

On September 5, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $24,000 at a conversion price of $.0004.

On September 6, 2012, we issued 10,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $4,000 at a conversion price of $.0004.

On September 19, 2012, we issued 15,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $10,125 at a conversion price of $.000675.

On September 18, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $3,375 at a conversion price of $.000675.

On September 27, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $22,500 at a conversion price of $.000375.

On October 5, 2012, we issued 10,666,667 shares of common stock pursuant to a conversion of July, 2010 accrued interest for $4,000 at a conversion price of $.000375.

On October 5, 2012, we issued 64,733,333 shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $24,275 at a conversion price of $.000375.

F-37

Note 11 – Stockholders’ Deficit (continued):

Common Stock Issued for the Year Ended March 31, 2013 (continued):

On October 8, 2012, we issued 26,246,627 shares of common stock pursuant to a conversion of November, 2011 debt of $9,360 and accrued interest of $1,926 at a conversion price of $.00043.

On October 10, 2012, we issued 50,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $20,000 at a conversion price of $.0004.

On October 10, 2012, we issued 20,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $8,000 at a conversion price of $.0004.

On October 11, 2012, we issued 75,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $30,000 at a conversion price of $.0004.

On October 11, 2012, we issued 15,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $6,375 at a conversion price of $.000425.

On October 11, 2012, we issued 9,941,176  shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $4,225 at a conversion price of $.000425.

On October 11, 2012, we issued 10,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $5,250 at a conversion price of $.000525.

On October 18, 2012, we issued 86,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $51,600 at a conversion price of $.0006.

On October 24, 2012, we issued 50,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $21,334 at a conversion price of $.00042667.

On October 24, 2012, we issued 44,444,444 shares of common stock pursuant to a conversion of an October, 2012 purchase of a non-convertible note of $20,000 at a conversion price of $.00045.

On November 8, 2012, we issued 130,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $38,376 and accrued interest of $24,024 at a conversion price of $.00048.

On November 7, 2012, we issued 15,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $6,750 at a conversion price of $.00045.

On November 8, 2012, we issued 155,520,833 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in October, 2012 by another accredited investor of $74,650 at a conversion price of $.00048.

On November 19, 2012, we issued 104,895,833 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $50,350 at a conversion price of $.00048.

On November 20, 2012, we issued 25,900,000 shares of common stock pursuant to a conversion of July, 2010 debt of $11,137 at a conversion price of $.00043.

On November 20, 2012, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $45,300 at a conversion price of $.000453.

On November 21, 2012, we issued 32,468,244 shares of common stock pursuant to a conversion of March, 2011 debt of $10,450 and $4,160 accrued interest at a conversion price of $.00045.

On November 26, 2012, we issued 32,997,040 shares of common stock pursuant to a conversion of March, 2011 debt of $8,969 and accrued interest of $3,405 at a conversion price of $.000375.

F-38

Note 11 – Stockholders’ Deficit (continued):

Common Stock Issued for the Year Ended March 31, 2013 (continued):

On December 3, 2012, we issued 25,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $7,500 at a conversion price of $.0003.

On December 5, 2012, we issued 150,000,000 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $36,000 at a conversion price of $.00024.

On December 6, 2012, we issued 30,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $6,750 at a conversion price of $.000225.

On December 11, 2012, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $24,000 at a conversion price of $.00024.

On December 17, 2012, we issued 95,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $21,375 at a conversion price of $.000225.

On December 17, 2012, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $24,000 at a conversion price of $.00024.

On December 18, 2012, we issued 82,568,075 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $17,587 at a conversion price of $.000213.

On December 20, 2012, we issued 205,000,000 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $32,800 at a conversion price of $.00016.

On January 2, 2013, we issued 331,875,000 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $53,100 at a conversion price of $.00016.

On January 4, 2013, we issued 125,000,000 shares of common stock pursuant to a conversion of September, 2008 debt of $20,000 at a conversion price of $.00016.

On January 10, 2013, we issued 175,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $28,000 at a conversion price of $.00016.

January 11, 2013, we issued 42,812,500 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $6,850 at a conversion price of $.00016.

January 11, 2013, we issued 223,125,000 shares of common stock pursuant to a conversion of December, 2009 debt that was purchased in December, 2012 by another accredited investor of $35,700 at a conversion price of $.00016.

On January 15, 2013, we issued 50,000,000 shares of common stock pursuant to a conversion of September, 2008 debt of $7,500 at a conversion price of $.00015.

On January 16, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of September, 2008 debt of $32,000 at a conversion price of $.00016.

On January 16, 2013, we issued 87,420,000 shares of common stock pursuant to a conversion of July, 2010 accrued interest of $13,113 at a conversion price of $.00015.

On January 17, 2013, we issued 190,000,000 shares of common stock pursuant to two conversions of July, 2010 debt totaling $28,500 at a conversion price of $.00015.

January 17, 2013, we issued 155,000,000 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $24,800 at a conversion price of $.00016.

F-39

Note 11 – Stockholders’ Deficit (continued):

Common Stock Issued for the Year Ended March 31, 2013 (continued):

January 23, 2013, we issued 255,312,500 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $40,850 at a conversion price of $.00016.

On January 29, 2013, we issued 37,160,000 shares of common stock pursuant to a conversion of February, 2012 debt of $5,574 at a conversion price of $.00015.

January 28, 2013, we issued 165,468,750 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $26,475 at a conversion price of $.00016.

On February 5, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $32,000 at a conversion price of $.00016.

On February 6, 2013, we issued 138,593,750 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $22,175 at a conversion price of $.00016.

On February 7, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $32,000 at a conversion price of $.00016.

On February 11, 2013, we issued 70,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $10,500 at a conversion price of $.00015.

On February 13 2013, we issued 87,146,666 shares of common stock pursuant to a conversion of July, 2010 debt for $4,837 and accrued interest for $8,233 at a conversion price of $.00015.

On February 21, 2013, we issued 100,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $7,500 at a conversion price of $.000075.

On February 21 2013, we issued 593,533,333 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in January, 2013 by another accredited investor of $44,515 at a conversion price of $.000075.

On February 22, 2013, we issued 190,000,000 shares of common stock pursuant to two conversions of July, 2010 debt totaling $14,250 at a conversion price of $.000075.

On February 6, 2013, we issued 138,593,750 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $22,175 at a conversion price of $.00016.

On March 6, 2013, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2012 debt of $7,500 at a conversion price of $.000075.

On March 12, 2013, we issued 250,000,000 shares of common stock pursuant to a conversion of July, 2010 accrued interest of $18,750 at a conversion price of $.000075.

On March 14 2013, we issued 100,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $7,500 at a conversion price of $.000075.

On March 18, 2013, we issued 593,666,667 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in January, 2013 by another accredited investor of $44,525 at a conversion price of $.000075.

On March 20 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $6,834 and accrued interest of $8,166 at a conversion price of $.000075.

On March 28, 2013, we issued 593,600,000 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in January, 2013 by another accredited investor of $44,520 at a conversion price of $.000075.

F-40

Note 11 – Stockholders’ Deficit (continued):

Common Stock Issued for the Year Ended March 31, 2013 (continued):

On March 28 2013, we issued 402,960,000 shares of common stock pursuant to a conversion of July, 2010 accrued interest of $30,222 at a conversion price of $.000075.

Common Stock Issued for the Year Ended March 31, 2012:

These figures are not restated for the reverse stock split

On April 1, 2011, we issued a total of 351,000 shares of common stock pursuant to two conversions of October, 2007 convertible notes (later assigned to new debt holders in July, 2010)  for $4,065 and $1,200 (total of $5,265) at a conversion price of $.015.

On April 6, 2011, we issued 260,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,822 at a conversion price of $.0147.

On April 14, 2011, we issued 89,660 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,816 at a conversion price of $.02025.

On May 2, 2011, we issued 1,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $12 at a conversion price of $.01225.

On May 5, 2011, certain employees converted a total $327,248 of past due salaries into 22,261,770 shares of common stock at a conversion price of $.0147.

On May 5, 2011, we issued 2,000,000 shares of common stock to an investor relations firm for services rendered at a conversion price of $.0157 valued at $31,400.

On May 6, 2011, we issued 6,000,000 shares of common stock for the conversion of the original April 9, 2008 short-term bridge loan with principal balance of $120,000 at a conversion price of $.02.

Also on May 6, 2011, we issued 2,952,958 shares of common stock pursuant to a conversion of certain March 2009 convertible notes for $37,001 at a conversion price of $.01253.

On May 12, 2011, we issued 100,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,150 at a conversion price of $.0115.

On May 13, 2011, we issued 86,136 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $991 at a conversion price of $.0115.

On May 17, 2011, we issued 67,500 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $768 at a conversion price of $.011375.

On May 18, 2011, we issued 70,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $718 at a conversion price of $.01025.

On May 23, 2011, we issued 211,200 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,785 at a conversion price of $.0085.

On May 25, 2011, we issued 321,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,688 at a conversion price of $.008375.

On June 1, 2011, we issued 192,800 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,591 at a conversion price of $.00825.

F-41

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On June 7, 2011, we issued 139,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $938 at a conversion price of $.00675.

On June 13, 2011, we issued 175,700 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,120 at a conversion price of $.006375.

On June 14, 2011, we issued 207,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,320 at a conversion price of $.006375.

On June 15, 2011, we issued 156,600 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $979 at a conversion price of $.00625.

On June 20, 2011, we issued 400,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,500 at a conversion price of $.00625.

On June 22, 2011, we issued 400,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,560 at a conversion price of $.0064.

On June 30, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,213 at a conversion price of $.006425.

On July 20, 2011, we issued 3,079,286 shares of common stock pursuant to a conversion of certain March, 2009 convertible notes for $21,555 at a conversion price of $.007.

On July 21, 2011, we issued 1,500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $10,688 at a conversion price of $.007125.

On July 25, 2011, we issued 5,000,000 shares of common stock pursuant to a conversion of January, 2008 convertible notes for $33,484 and another $1,356 for the original October, 2007 convertible notes for a total of $34,840 at a conversion price of $.006968.

On July 27, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,188 at a conversion price of $.006375.

On August 3, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,188 at a conversion price of $.00436.

On August 11, 2011, we issued 5,376,344 shares of common stock pursuant to a conversion of certain March, 2009 convertible notes for $25,000 at a conversion price of $.00465.

On August 11, 2011, we issued 200,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $872 at a conversion price of $.00436.

On August 31, 2011, we issued 3,000,000 shares of restricted common stock to outside legal counsel for past due services at a conversion price of $.002 with a recorded value of $6,000.

On September 1, 2011, we issued 1,338,678 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,470 at a conversion price of $.001845.

On September 13, 2011, we issued 4,513,899 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $5,530 at a conversion price of $.001225.

On September 27, 2011, we issued 2,800,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,800 at a conversion price of $.001.

F-42

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On October 4, 2011, we issued 6,000,263 shares of common stock pursuant to a conversion of accrued interest associated with

February, 2008 convertible notes in the amount of $5,712 at a conversion price of $.000952.

On October 12, 2011, we issued 701,064 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $526 at a conversion price of $.00075.

On November 1, 2011, we issued 1,295,609 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,095 at a conversion price of $.000845.

On November 3, 2011, we issued 9,300,000 shares of common stock pursuant to conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for two conversions totaling $8,580 at a conversion price of $.000923.

On November 3, 2011, we issued 5,517,402 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $5,091 at a conversion price of $.000923.

On November 8, 2011, we issued 5,437,815 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $5,955 at a conversion price of $.001095.

On November 8, 2011, we issued 4,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $4,672 at a conversion price of $.001168.

On November 8, 2011, we issued 6,900,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $7,556 at a conversion price of $.001095.

On November 10, 2011, we issued 5,600,000 shares of common stock pursuant to conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for two conversions totaling $6,748 at a conversion price of $.001205.

On November 10, 2011, we issued 2,440,987 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $2,941 at a conversion price of $.001205.

On November 14, 2011, we issued 6,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $8,070 at a conversion price of $.001345.

On November 17, 2011, we issued 1,400,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $2,275 at a conversion price of $.001625.

On November 17, 2011, we issued 586,373 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $953 at a conversion price of $.001625.

On November 23, 2011, we issued 2,304,694 shares of common stock pursuant to conversion of January, 2011 convertible notes for two conversions totaling $3,914 at a conversion price of $.001518.

On November 23, 2011, we issued 2,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,035 at a conversion price of $.001518.

On November 28, 2011, we issued 3,309,051 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $4,194 at a conversion price of $.001268.

On November 29, 2011, we issued 9,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $11,880 at a conversion price of $.00132.

On December 7, 2011, we issued 3,748,592 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $3,490 plus $1,205 for one of the conversions at a conversion price of $.001253 to $.001268.

F-43

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On December 7, 2011, we issued 501,236 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $628 at a conversion price range of $.001253.

On December 20, 2011, we issued 703,619 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $825 at a conversion price of $.001173.

On December 20, 2011, we issued 5,000,000 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $5,863 at a conversion price of $.001173.

On December 30, 2011, company employees returned 27,918,336 shares of common stock previously granted to them earlier in the year for past due services in exchange for a similar number of employee stock options at an exercise price of $.02. These shares were cancelled and reduced the total outstanding number of common shares.

On December 31, 2011, we issued 3,134,422 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $2,701 at a conversion price of $.000863.

On January 10, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of October, 2011 convertible notes for $6,300 at a conversion price of $.0009.

On January 10, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $5,933 at a conversion price of $.000848.

On January 10, 2012, we issued 1,142,700 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $968 at a conversion price of $.000848.

On January 10, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,390 at a conversion price of $.000848.

On January 12, 2012, we issued 8,928,571 shares of common stock pursuant to a conversion of accrued interest from March, 2009 convertible notes for $8,000 at a conversion price of $.000896.

On January 20, 2012, we issued 2,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,630 at a conversion price of $.000815.

On January 20, 2012, we issued 4,541,178 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,701 at a conversion price of $.000815.

On January 20, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,260 at a conversion price of $.000815.

On January 23, 2012, we issued 1,355,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $1,104 at a conversion price of $.000815.

On January 23, 2012 and January 25, 2012, we issued 11,500,000 shares of common stock pursuant to  conversion of October, 2007 convertible notes for two conversions totaling $9,994 at a conversion price of $.000869.

On January 25, 2012, we issued 11,150,000 shares of common stock pursuant to a conversion of $9,689 accrued interest for March, 2009 convertible notes at a conversion price of $.000869.

On January 25, 2012 and January 26, 2012, we issued 12,000,000 shares of common stock pursuant to  conversion of March, 2011 convertible notes for four conversions totaling $9,780 at a conversion price of $.000815.

On January 25, 2012 and January 26, 2012, we issued 7,000,000 shares of common stock pursuant to  conversion of July, 2010 convertible notes for two conversions totaling $5,705 at a conversion price of $.000815.

F-44

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On January 25, 2012, we issued 11,000,000 shares of common stock pursuant to a conversion of January, 2008 convertible notes for $9,559 at a conversion price of $.000869.

On January 25, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $2,445 at a conversion price of $.000815.

On January 25, 2012, we issued 3,500,000 shares of common stock pursuant to conversion of January, 2011 convertible notes for two conversions totaling $2,853 at a conversion price of $.000815.

On January 26, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $3,260 at a conversion price of $.000815.

On January 26, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,260 at a conversion price of $.000815.

On January 26, 2012, we issued 10,000,000 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $2,935 at a conversion price of $.000815.

On January 27, 2012, we issued 2,410,414 shares of common stock pursuant to a conversion of accrued interest for March, 2009 convertible notes for $2,095 at a conversion price of $.000869.

On January 27, 2012, we issued 12,267,120 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $9,998 at a conversion price of $.000815.

On January 27, 2012, we issued 13,000,000 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $10,595 at a conversion price of $.000815.

On January 27, 2012, we issued 2,800,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,282 at a conversion price of $.000815.

On January 27, 2012, we issued 8,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $6,520 at a conversion price of $.000815.

On January 27, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $2,445 at a conversion price of $.000815.

On January 27, 2012, we issued 8,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $4,075 at a conversion price of $.000815.

On January 27, 2012, we issued 16,000,000 shares of common stock pursuant to conversion of October, 2007 convertible notes for two conversions totaling $13,904 at a conversion price of $.000869.

On January 27, 2012, we issued 11,507,479 shares of common stock pursuant to a conversion of accrued interest for the January, 2009 convertible notes for $10,000 at a conversion price of $.000869.

On January 30, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $2,083 at a conversion price of $.000869.

On January 30, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,445 at a conversion price of $.000815.

On January 30, 2012 and January 31, 2012, we issued 21,000,000 shares of common stock pursuant to conversion of March, 2011 convertible notes for four conversions totaling $17,115 at a conversion price of $.000815.

F-45

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On January 30, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $2,445 at a conversion price of $.001087.

On January 31, 2012, we issued 2,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,630 at a conversion price of $.000815.

On February 2, 2012, we issued 2,442,666 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,601 at a conversion price of $.001065.

On February 2, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $3,195 at a conversion price of $.001065.

On February 2, 2012, we issued 8,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $2,601 at a conversion price of $.001065.

On February 3, 2012, we issued 8,000,000 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $13,261 at a conversion price of $.0010658.

On February 3, 2012, we issued 5,427,772 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $13,565 at a conversion price of $.002315.

On February 6, 2012, we issued 5,743,130 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $18,234 at a conversion price of $.003175.

On February 8, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $3,175 at a conversion price of $.003175.

On February 9, 2012, we issued 1,500,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $4,763 at a conversion price of $.003175.

On February 9, 2012, we issued 6,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $19,050 at a conversion price of $.003175.

On February 9, 2012, we issued 6,500,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $20,638 at a conversion price of $.003175.

On February 10, 2012, we issued 3,359,033 shares of common stock pursuant to a conversion of January 2008 convertible notes for $2,919 at a conversion price of $.000869.

On February 13, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $12,820 at a conversion price of $.003205.

On February 13, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $16.025 at a conversion price of $.003205.

On February 13, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,205 at a conversion price of $.003205.

On February 13, 2012, we issued 533,550 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $1,710 at a conversion price of $.003205.

On February 14, 2012, we issued 4,7000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $15,064 at a conversion price of $.003205.

F-46

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On February 15, 2012, we issued 12,500,000 shares of common stock pursuant to a conversion of January, 2009 convertible notes for $12,500 at a conversion price of $.001.

On February 14, 2012, we issued 12,000,000 shares of common stock pursuant to a conversion of October 2007 convertible notes for $10,428 at a conversion price of $.000869.

On February 16, 2012, we issued 1,600,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $10,428 at a conversion price of $.002923.

On February 17, 2012, we issued 3,000,000 shares of common stock pursuant to two conversions of March, 2011 convertible notes totaling $8,768 at a conversion price of $.002923.

On February 17, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,923 at a conversion price of $.002923.

On February 17, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $10,428 at a conversion price of $.002923.

On February 21, 2012, we issued 13,000,000 shares of common stock pursuant to a conversion of October 2007 convertible notes for $30,576at a conversion price of $.002352.

On February 21, 2012, we issued 12,755,102 shares of common stock pursuant to a conversion of January, 2009 convertible notes for $30,000 at a conversion price of $.002352.

On February 21, 2012, we issued 8,939,822 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $26,131 at a conversion price of $.002923.

On February 21, 2012, we issued 9,600,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $28,061 at a conversion price of $.002923.

On February 21, 2012, we issued 5,460,178 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $9,873 and accrued interest for $6,087 at a conversion price of $.002923.

On February 22, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $9,000 at a conversion price of $.003.

On February 22, 2012, we issued 1,813,317 shares of common stock pursuant to two conversions of March, 2011 convertible notes totaling 5,440 at a conversion price of $.003.

On February 22, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for 1,939 and accrued interest for $7,061 at a conversion price of $.003.

On February 22, 2012, we issued 5,000,000 shares of common stock as a finder’s fee for the February, 2012 financing. This amount represents 10% of the total 50,000,000 warrants that were issued in connection with this financing. We recorded $13,177 in financing fees expense for these shares.

On February 23, 2012, we issued 14,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $43,400 at a conversion price of $.0031.

On February 24, 2012, we issued 13,797,419 shares of common stock pursuant to a conversion of January, 2009 convertible notes for $22,500 and accrued interest for 20,272 at a conversion price of $.0031.

On February 27, 2012, we issued 13,054,175 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $39,554 at a conversion price of $.00303.

F-47

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On February 28, 2012, we issued 1,458,139 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $4,418 at a conversion price of $.00303.

On February 28, 2012, we issued 9,000,000 shares of common stock pursuant to a conversion of July 2010 convertible notes for $27,270 at a conversion price of $.00303.

On February 29, 2012, we issued 1,005,600 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,017 at a conversion price of $.003.

On March 1, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $15,700 at a conversion price of $.00314.

On March 1, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $15,700 at a conversion price of $.00314.

On March 1, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $3,140 at a conversion price of $.00314.

On March 2, 2012, we issued 18,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $56,106 at a conversion price of $.003117.

On March 2, 2012, we issued 1,500,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $5,070 at a conversion price of $.00338.

On March 2, 2012, we issued 6,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $20,280 at a conversion price of $.00338.

On March 2, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $23,660 at a conversion price of $.00338.

On March 2, 2012, we issued 20,476,742 shares of common stock pursuant to a conversion of December, 2009 convertible notes for $50,000 and accrued interest for $13,450 at a conversion price of $.0031.

On March 6, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $22,176 at a conversion price of $.003168.

On March 6, 2012, we issued 3,419,737 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $11,559 at a conversion price of $.00338.

On March 6, 2012, we issued 1,857,263 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $3,462 and accrued interest for $2,816 at a conversion price of $.00338.

On March 12, 2012, we issued 35,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $3,125 and $105,970 accrued interest at a conversion price of $.003117.

On March 13, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $9,510 at a conversion price of $.00317.

On March 13, 2012, we issued 706,463 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,239 at a conversion price of $.00317.

On March 13, 2012, we issued 7,000,000 shares of common stock pursuant to two conversions of July, 2010 convertible notes totaling $22,190 at a conversion price of $.00317.

F-48

Note 11 – Stockholders’ Deficit (continued):

(c) Common Stock Issued for the Year Ended March 31, 2012 (continued):

On March 16, 2012, we issued 4,856,750 shares of common stock pursuant to two conversions of January. 2011 convertible notes totaling $14,085 at a conversion price of $.0029.

On March 19, 2012, we issued 25,862,069 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $75,000 at a conversion price of $.0029.

On March 21, 2012, we issued 6,500,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $18,850 at a conversion price of $.0029.

On March 21, 2012, we issued 1,652,480 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $4,792 at a conversion price of $.0029.

On March 21, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $20,300 at a conversion price of $.0029.

On March 23, 2012, we issued 10,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $28,850at a conversion price of $.002885.

On March 27, 2012, we issued 2,500,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $5,793 at a conversion price of $.002317.

On March 27, 2012, we issued 600,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,390 at a conversion price of $.002317.

On March 27, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $6,951 at a conversion price of $.002317.

On March 28, 2012, we issued 3,523,979 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $7,823 at a conversion price of $.00222.

On March 29, 2012, we issued 1,400,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $1,609 and accrued interest for $1,499 at a conversion price of $.00222.

(d) Compensation and Incentive Plan:

On October 31, 2007, management approved the Company’s 2007 Stock Compensation and Incentive Plan and reserved 50,000/100 (before and after reverse stock split) shares of the Company’s common stock for future issuance under the Plan to employees, directors and other persons associated with Attitude.  These shares were included in a Form S-8 that was filed with the Securities Exchange Commission on May 16, 2008 to register the underlying shares. We have issued 49,877/100 (before and after reverse stock split) shares from this plan leaving an available 124/0 (before and after reverse stock split) shares to be issued in the future.

On August 1, 2008, we issued 17,500/35 (before and after reverse stock split) Non-Qualified Stock Options to Nutraceutical Discoveries at the exercise price of $13.00/$6,500 (before and after reverse stock split) per option for a licensing agreement to use certain intellectual property and “Innutria®” formulation.  These options are immediately vested and will expire in five (5) years on July 31, 2013. Due to the immediate vesting, we recognized the full cost of $163,240 in August, 2008 by using the Black-Scholes-Merton (BSM) option-pricing formula.  See table below for additional information that was used in this computation.

Although our Board of Directors approved the creation of the March, 2009 Stock Option, Compensation and Incentive Plan in which 1,000,000/2,000 (before and after reverse stock split) shares of our $.001 par value common stock will be reserved for future issuance under this plan, the plan was not filed with the Securities Exchange Commission. As such, any issuance will be subject to restrictions and Rule 144 holding periods. During March 30, 2009, we issued 884,569/1,769 (before and after reverse stock split) non-qualified stock options at the exercise price of $1.00/$500.00 (before and after reverse stock split) to employees and certain consultants.  The stock options vest immediately and will expire in five (5) years on March 31, 2014. No other employee stock options have been granted prior to this transaction. We recorded the full compensation cost of $159,348 for these employee stock options in March, 2009.  None of these stock options have been exercised.

F-49

Note 11 – Stockholders’ Deficit (continued)

(d) Compensation and Incentive Plan (continued):

On March 10, 2010, our Board of Directors approved the issuance of 50,000/100 (before and after reverse stock split) stock options to our Scientific Advisory Board at an exercise price of $0.60/$300.00 (before and after reverse stock split) that will expire in five (5) years on March 11, 2015.  We recorded the full compensation cost of $41,100 for these options in March, 2010.  None of these stock options have been exercised.  In addition and on the same date, we issued 75,000 stock options as a retainer for future services from our outside legal counsel at an exercise price of $1.00/$500.00 (before and after reverse stock split) in which the options will expire in five (5) years on March 11, 2015.  We recorded the full compensation cost of $57,450 for these options in March, 2010.  None of these options have been exercised.

On May 25, 2010, a registration that covers the offering of an aggregated 3,750,000/7,500 (before and after reverse stock split) shares of the Company’s common stock was approved by the Company’s Board of Directors.  As such, the 2010 Stock Compensation and Incentive Plan was created for employees, directors, consultants and other persons associated with the Company in which awards of common stock and/or non-qualified stock options may be granted.  During the fiscal year ended March 31, 2011, we issued 3,288,889/6,578 (before and after reverse stock split) shares of common stock for a total of $161,000 for past due professional services and payroll in which 1,500,000/3,000 (before and after reverse stock split) shares were returned back to the plan, leaving an available 1,961,111/3,922 (before and after reverse stock split) shares to be issued in the future

On December 21, 2011, the Company’s Board of Directors approved the issuance of 27,102,009/54,204 (before and after reverse stock split) non-qualified stock options to certain employees for the return of previously issued shares of common stock that were issued for payment of past due expenses to be effective at December 31, 2011.  The stock options have an exercise price of $.02/$10.00 (before and after reverse stock split), full vesting rights and a life of five years.  The Board of Directors intends to approve a registration to cover an offering to include these stock options once the increase in authorized shares has been approved, (increase approved May 1, 2012).  We recognized the full compensation expense of $12,656 at December 31, 2011 by using the Black-Scholes valuation model (27,102,009 x $.000467).

As required by the FASB Accounting Standards Codification, we would normally estimate forfeitures of employee stock option and recognize the compensation cost over the requisite service period for the entire award in accordance with the provisions.   As all stock options were fully vested, no estimate of forfeitures was required, and compensation cost is fully recognized at the time of grant and full vesting.  We estimated the fair value of these stock options on the date of grant using a Black-Scholes-Merton (BSM) option-pricing formula, applying the following assumptions (before and after reverse stock split):

	Before Reverse			After Reverse			Before Reverse			After Reverse
	Stock Split			Stock Split			Stock Split			Stock Split
Year Ended 3/31/09
	17,500 options			35 options			884,569 options			1,769 options
Expected Term (in years)		3.33			3.33			5			5
Risk-free rate		3.23	%		3.23	%		1.72	%		1.72	%
Volatility (based on peer group)		107	%		107	%		78.02	%		78.02	%
Dividends		-			-			-			-

Year Ended 3/31/10
	50,000 options			100 options			75,000 options			150 options
Expected Term (in years)		5			5			5			5
Risk-free rate		2.42	%		2.42	%		2.42	%		2.42	%
Volatility (based on peer group)		103	%		103	%		103	%		103	%
Dividends		-			-			-			-

Year Ended 3/31/12
	27,109,009 options			54,204 options
Expected Term (in years)		5			5
Risk-free rate		0.83	%		0.83	%
Volatility (based on peer group)		115	%		115	%
Dividends		-			-

F-50

Note 11 – Stockholders’ Deficit (continued)

(d) Compensation and Incentive Plan (continued):

Expected Term:  The expected term represents the period over which the share-based awards are expected to be outstanding.

Risk-Free Interest Rate:  We based the risk-free interest rate used in its assumptions on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the stock option award’s expected term.

Expected Volatility: Due to a limited trading history of our common stock, the volatility factor used in our assumptions is based on weighted average “peer group” historical stock prices of three different companies that are similar in nature to our company over the most recent period commensurate with the expected term of the stock option award.

Expected Dividend Yield: We do not intend to pay dividends on our common stock for the foreseeable future.  Accordingly, we used a dividend yield of zero in our assumptions.

On January 10, 2013, the stockholders holding a majority voting rights of our Common Stock approved the 2013 Equity Incentive Plan by written consent without a meeting in accordance with Delaware Law.  This plan provides for the grant of stock awards to employees, directors and consultants of the Company and its affiliates covering an aggregate of 500,000,000/1,000,000 (before and after reverse stock split) shares of its common stock.  The number of shares of common stock available for issuance under this plan shall automatically increase on February 1st of each year for a period of 9 years commencing January 1, 2014 in an amount equal to the lesser of 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year or 15,000,000/30,000 (before and after reverse stock split) shares. No stock awards have been granted as of March 31, 2013.

A summary of option activity under these stock option plans for the year ended March 31, 2013 is presented below:

					Before Reverse		After Reverse		Weighed-
					Stock Split		Stock Split		Average
					Weighted-		Weighted-		Remaining
	Before Reverse		After Reverse		Average		Average		Contractual		Aggregate
	Stock Split		Stock Split		Exercise		Exercise		Term		Intrinsic
Options	Shares		Shares		Price		Price		(in years)		Value
Outstanding at 3/31/10		1,027,068		2,054	$	1.20	$	600.00		4.11		-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at 3/31/11		1,027,068		2,054	$	1.20	$	600.00		3.11		-
Granted		27,102,009		54,204	$	0.02	$	10.00
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at 3/31/12		28,129,077		56,258	$	0.06	$	30.00		4.66		-

 Note that all of the stock options are outstanding, fully vested and exercisable for the year ended March 31, 2013.  As such, all compensation expense for the above options has been recognized, and there is no unrecognized compensation expense to be recorded in the future.

F-51

Note 12 – Income Taxes:

The Company has recorded no income tax benefit for its taxable losses during the period ending March 31, 2013 because there is no certainty that the Company will realize those benefits. The components of the Company's deferred tax assets and liabilities as of March 31, 2013 and 2012 are as follows:

	2013			2012
Net operating loss carryforwards	$	5,744,435		$	4,805,496
Compensatory stock and warrants		33,831			56,123
Accrued expenses that are deductible in future periods		25,483			26,630
Depreciation method differences		1,442			1,623
		5,805,191			4,889,872
Valuation allowances		(5,805,191	)		(4,889,872	)
Net deferred tax assets	$	-		$	-

As of March 31, 2013 the Company has a net tax operating loss of $16,895,000 that will be available to offset future taxable income, if any. The use of net operating loss carryforwards to reduce future income tax liabilities is subject to limitations, and these amounts will begin to expire in 2028.

The following table illustrates the reconciliation of the tax benefit at the federal statutory rate to the Company's effective rate for the period ending March 31, 2013 and 2012:

	2013			2012
Benefit at federal statutory rate		-34.00	%		-34.00	%
Benefit at state rate, net of federal deficit		2.37	%		2.31	%
Fair value adjustment of convertible debt		30.69	%		51.54	%
Non-deductible derivative loss		-3.58	%		6.45	%
Loss on extinguishment of debt		29.68	%		0.00	%
Non-deductible travel expenses		0.06	%		0.07	%
Benefit at the Company's effective rate		-25.22	%		-26.37	%
Less valuation allowance effective tax rate		0.00	%		0.00	%

The Company is required to file income tax returns for U.S. Federal and State of Florida purposes.  The Company is not currently under any tax examination, but the statute of limitations has not yet expired because no federal or state tax returns have been filed since 2007.  Therefore, the Company generally remains subject to examination of its U.S. Federal income tax returns for 2008 and subsequent years by the Internal Revenue Service.  In addition, the Company also remains subject to examinations of its State of Florida tax returns for 2008 and subsequent years.

Note 13 – Commitments and Contingencies:

Lease of office

In December 2007, the Company entered into a five year agreement for office space in Palm Beach Gardens, Florida with a commencement date of June 1, 2008.  That office lease has ended as we entered into a new office lease for 3,333 square feet at our new office in North Palm Beach, Florida on January 3, 2013 with a lease term of three years with two years as renewable terms.  Starting February 1, 2013, the minimum starting monthly base rent without sales tax was $1,602 plus monthly operating expense for $2,670 for a monthly total of $4,272.  The lease provides for annual 3% increases throughout its term.

F-52

Note 13 – Commitments and Contingencies (continued):

Future minimum rental payments for the new office lease, based on the current adjusted minimum monthly amount of $4,272 and excluding variable common area maintenance charges, as of March 31, 2013, are as follows:

Years ending March 31,		Amount
2014	$	51,360
2015		51,940
2016		52,540
2017		53,146
2018		44,730
	$	253,716

Rental expense, which also includes maintenance and parking fees, for the period ended March 31, 2013 was $82,763

Production and Supply Agreements

On December 16, 2008, we signed a manufacturing agreement with O-AT-KA Milk Products Cooperative, Inc. for the production of future new products that are in the development stage.  The manufacturer shall manufacture, package and ship such products.  All products shall be purchased F.O.B., the facility by the company.  

Litigation

On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of 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 to resolve this matter as soon as practical.

On June 5, 2009, Tuttle Motor Sports, Inc. commenced a lawsuit in the state of Florida to recover the balance owed by us under a Letter of Agreement to sponsor a Top Fuel Dragster for the 2008 NHRA racing season in the amount of $803,750. Out of this total amount, only $300,000 is required to be paid in cash with the remainder to be paid in shares of common stock. This amount had already been recorded in our records.  During May, 2010, Tuttle Motor Sports, Inc. dismissed the lawsuit without prejudice.  Prior to that time, the parties went through mediation but were unable to settle.  The likelihood of an unfavorable outcome cannot be evaluated as another lawsuit possibly could be filed against the Company.

On August 21, 2009, CH Fulfillment Services, LLC commenced a lawsuit in the state of Alabama to recover past due amounts owed by us under a contract to provide shipping and fulfillment services.  The claim is for $2,106 plus interest and legal costs.  This amount was already recorded on our records as well as projected interest costs of $682 and estimated court costs of $307 for a total of $3,095. A process of garnishment by the district court in Mobile County, Alabama was approved on September 25, 2009 for the total amount of $3,095.  On October 26, 2009, the same court authorized a garnishment process to pay $657 which was done as part payment of the total due amount. Current outstanding balance due is $2,438.  No other payments have been made.

On April 20, 2012, Arena Advertising and Sports Marketing Inc commenced a lawsuit in the state of Florida to recover past due amounts owed by us in the amount of $15,000 since January 16, 2012.  The $15,000 was already recorded in our records.  A Notice of Filing Settlement was filed on August 14, 2012 in the county court of Broward County, Florida whereas a settlement plan was agreed by both parties in which we pay the total sum of $15,390 with $3,390 on September 1, 2012 and $3,000 on the first day of each following month for four months until the total is paid in full.  We have paid the entire $15,390 amount as the lawsuit has been dismissed.  No further actions are needed by the Company.

F-53

Note 13 – Commitments and Contingencies (continued):

On August 30, 2012, Entercom Boston, LLC commenced a lawsuit in the state of Massachusetts to recover past due amounts owed by us in the amount of $12,365 since February, 2011.  We have already recorded the $12,365 in our records and paid a total of $9,000 of this balance.  Both parties agreed to this $9,000 amount balance as the final settlement.  Entercom filed a Notice of Voluntary Dismissal of this Civil Action as there is no further action needed by the Company.

Note 14 – Subsequent Events

These figures are not restated for the reverse stock split except where noted.

On April 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their April, 2013 consulting services.

On April 3, 2013, we issued 150,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $11,250 at a conversion price of $.000075.

Also on April 3, 2013, we issued 583,333,333 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $43,750 at a conversion price of $.000075.

On April 4, 2013, we issued 219,200,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $16,440 at a conversion price of $.000075.

On April 9, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $15,000 accrued interest at a conversion price of $.000075.

Also on April 9, 2013, we issued 89,546,666 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $6,716 accrued interest at a conversion price of $.000075.

On April 9, 2013, an accredited investor purchased $100,000 of a previously issued $100,000 convertible note payable dated March, 2009 held by another accredited investor.  A new replacement note for $100,000 was issued under the same terms of the February, 2013 consolidated notes of 4% interest rate and a maturity date of February 21, 2015.   No conversions have occurred.

On April 10, 2013, we issued 219,533,333 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $16,465 at a conversion price of $.000075.

On April 11, 2013, we entered into an allonge number 8 to secured note issued February 22, 2012, now consolidated into a February 21, 2013 convertible note, in the amount of $71,500 less a finder’s fee of $6,500 for net proceeds received in the amount of $65,000.

On April 11, 2013, we issued 160,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $12,000 at a conversion price of $.000075.

On April 15, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $15,000 accrued interest at a conversion price of $.000075.

On April 16, 2013, we issued 636,666,667 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $47,750 at a conversion price of $.000075.

On April 18, 2013, we signed a new Equity Purchase Agreement with an investor for the possible purchase up to Ten Million Dollars of the Company’s common stock. This agreement replaces a similar agreement between the two parties that was signed on August 31, 2012.

On April 22, 2013, we issued 262,333,333 shares of common stock pursuant to two conversions of the February, 2013 consolidated convertible notes payable for $19,675 accrued interest at a conversion price of $.000075.

On April 29, 2013, we issued 250,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $18,750 accrued interest at a conversion price of $.000075.

F-54

Note 14 – Subsequent Events (continued)

On April 30, 2013, we issued 160,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $12,000 at a conversion price of $.000075.

On May 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their May, 2013 consulting services.

On June 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their June, 2013 consulting services.

On June 5, 2013, we entered into an allonge number 9 to a secured note issued February 22, 2012, now consolidated into a February 21, 2013 convertible note, in the amount of $88,000 less a finder’s fee of $8,000 for net proceeds received in the amount of $80,000.

On June 5, 2013, an accredited investor purchased $100,000 of a previously issued $2,496,202 convertible note payable dated February 21, 2013 held by another accredited investor.  A new replacement note for $100,000 was issued under the same terms of the February, 2013 consolidated notes of 4% interest rate and a maturity date of February 21, 2015.  No conversions have occurred.

On June 7, 2013, we issued a convertible promissory note to our outside legal counsel in the amount of $37,000. The maturity date for this note is June 7, 2014.  The conversion terms are 80% of the average of the closing bid prices for the common stock as reported by Bloomberg, LP for the 5 trading days ending on the trading day immediately before the relevant conversion date.

On June 25, 2013, we filed with the state of Delaware the Company’s Certificate of Amendment of Certificate of Incorporation for the reverse stock split of 500 shares of the issued and outstanding shares of common stock to be combined into one (1) validly issued, fully paid and non-assessable share of common stock of the company.  This reverse split will be effective on July 1, 2013.

On June 21, 2013, we entered into an allonge number 10 to secured note issued February 22, 2012, now consolidated into a February 21, 2013 convertible note, in the amount of $88,000 less a finder’s fee of $8,000 for net proceeds received in the amount of $80.000.

F-55

Note 14 – Subsequent Events (continued)

On July 1, 2013, we implemented a 1for 500 reverse stock split of our common stock as the table below reflects certain financial information before and after the reverse stock split:

TABLE REFLECTING THE EFFECTS OF THE 1-FOR-500 REVERSE STOCK SPLIT
THAT WAS EFFECTIVE AS OF JULY 1, 2013 FOR THE PERIODS
ENDED MARCH 31, 2013 AND MARCH 31, 2012
	Before Reverse			With Reverse
	Stock Split			Stock Split
For the period ended March 31, 2013
Shares issued and outstanding		9,207,273,234			18,414,546
Basic loss per common share	$	-		$	-
Diluted loss per common share	$	-		$	-
Weighted average common shares
outstanding - basic		2,687,047,797			5,374,096
Weighted average common sares
outstanding - diluted		2,687,047,797			5,374,096
For the period ended March 31, 2012
Shares issued and outstanding		854,047,952			1,708,096
Basic loss per common share	$	(0.03	)	$	(13.65	)
Diluted loss per common share	$	(0.03	)	$	(13.65	)
Weighted average common shares
outstanding - basic		225,250,685			450,501
Weighted average common sares
outstanding - diluted		225,250,685			450,501

On July 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their July, 2013 consulting services.

On July 1, 2013, we entered into debt amendments with SC Advisors Inc. and Southridge Partners II LP to extend the maturity date all of their outstanding convertible notes ($150,000 and $50,000, respectively) to December 31, 2014. This covers all original convertible notes that are currently outstanding from December, 2012 through July, 2013.

On July 2, 2013, we issued 524,154 (adjusted for the reverse stock split) shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $17,035 at a conversion price of $.0325.

Also on July 2, 2013, we 1,918,462 (adjusted for the reverse stock split) shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $62,350 at a conversion price of $.0325.

F-56

EX-10.85

EXHIBIT (10)(85)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE MAY 31, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on May 31, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

3

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

4

Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

5

h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

6

9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: December 1, 2012

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

7

EX-10.87

EXHIBIT (10)(87)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE JUNE 30, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on JUNE 30, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

3

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

4

Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

5

h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

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9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: January 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

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EX-10.88

EXHIBIT (10)(88)

ASSIGNMENT AND ESCROW AGREEMENT

This Assignment and Escrow Agreement (the “Agreement”), dated as of January 8, 2013, is being entered into among Attitude Drinks, Inc., a Delaware corporation (the “Company”), Alpha Capital Anstalt (the “Assignor”), Southridge Partners II LP (the “Assignee”) and Grushko & Mittman, P.C. (the “Escrow Agent”).

WHEREAS, in connection with an Assignment Agreement, the Company issued to Assignor a Secured Convertible Note in the principal amount of $93,333.33 (the “2012 Note”); and

WHEREAS, in connection with an Subscription Agreement, the Company issued to Assignor a Secured Convertible Note in the principal amount of $20,000 (the “September Note”); and

WHEREAS, in connection with an Subscription Agreement, the Company issued to Assignor a Secured Convertible Note in the principal amount of $60,833.33 (the “December Note”); and

WHEREAS, the Assignor desires to sell, assign, convey, and transfer to the Assignee and the Assignee desires to purchase from the Assignor the principal due on the 2012 Note, the principal due on the September Note and a portion of the December Note equal to $36,666.67 of principal (“Assigned Note Portion”) on the terms set forth in this Agreement;

WHEREAS, the Company agrees to reissue the 2012 Note, September Note and December Note (collectively the “Original Notes”) in the names of the Assignor and Assignee in their respective amounts (the “Reissued Notes”);

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1           The Closing.  Subject to the terms and conditions set forth in this Agreement, the Assignor shall sell, assign, convey, and transfer to the Assignee the Assigned Note Portion, for purchase price of $150,000.00 (the “Purchase Price”).  The closing of the purchase and sale of the Assigned Note Portion (the “Closing”) shall take place at the offices of Grushko & Mittman, P.C., within two business days of the Escrow Agent’s receipt of the entire Purchase Price, Note and Reissued Notes.  The date of the Closing is hereinafter referred to as the “Closing Date.”  Prior to the Closing, the parties shall deliver or shall cause to be delivered the following to the Escrow Agent:

(A)           the Assignor shall deliver the Original Notes;

(B)           the Assignee shall deliver the Purchase Price via wire transfer;

(C)           the Company shall deliver the Reissued Notes.

1.2             Interest.  All interest accrued on the Original Notes through the Closing Date shall be owned by Assignor.  All interest accrued after the Closing Date shall belong to the holders of the Reissued Notes.

1.3           Grushko & Mittman, P.C., shall act as escrow agent in this transaction.  Grushko & Mittman, P.C. has previously represented the Assignor.  Grushko & Mittman, P.C. is representing the Assignor regarding this Agreement.  The Assignor, the Assignee and Company hereby acknowledge that they have been advised of the potential conflict of interest involved in the structure of this transaction and each acknowledges they have been given the opportunity to engage independent counsel of their own choice and waives any conflict that may arise from the structure of this transaction.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1           Representations and Warranties of the Assignor.  The Assignor hereby makes the following representations and warranties:

(A)           Authorization; Enforcement.  The Assignor has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the documents by the Assignor and the consummation by him of the transactions contemplated hereby have been duly authorized.  Each of the documents contemplated by this transaction has been duly executed by the Assignor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Assignor enforceable against the Assignor in accordance with its terms.

(B)           Ownership.  The Assignor has had continuous ownership of the Original Notes since their respective issue dates, and is selling, assigning, conveying and transferring to the Assignee all of his right, title and interest to the Assigned Note Portion, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Assigned Note Portion shall vest in Assignee, free of all liens and other charges.

(C)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Assignor, nor the consummation by the Assignor of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Assignor, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Assignor or any of the Assignor’s properties or assets, the violation of which would have a material adverse effect upon the Assignor, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignor is a party or by which the Assignor or any of the Assignor’s properties or assets may be bound which would have a material adverse effect upon the Assignor except for the consent of the Company which is being given by the Company in Section 2.3(A) of this Agreement.

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(D)           No Brokers.  Assignor has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transaction contemplated hereby.

(E)           Affiliate Status.  Assignor is not, and for a period of at least ninety (90) days prior to the date hereof has not been, an “Affiliate” of the Company, as that term is defined in Rule 144 of the Securities Act of 1933.

2.2           Representations and Warranties of the Assignee.  The Assignee represents and warrants as follows:

(A)           Due Diligence.  The Assignee acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence it requires in order to satisfy itself to enter into this Agreement and perform its obligations hereunder.

(B)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Assignee, nor the consummation by the Assignee of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof or any other jurisdiction applicable to the Assignee, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof or any other jurisdiction applicable to the Assignee, or any judgment, order, writ, decree or injunction applicable to the Assignee or any of its properties or assets, the violation of which would have a material adverse effect upon the Assignee, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignee is a party or by which the Assignee or any of its properties or assets may be bound which would have a material adverse effect upon the Assignee.

(C)           The Assignee (i) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that the Assignee is capable of evaluating the merits and risks of an investment in the Company and the suitability thereof as an investment for the Assignee; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of the Assignor concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of the Assignee; (iv) is in a financial position to hold the Assigned Note Portion for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Company; and (v) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.

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(D)           The Assignee is acquiring the Assigned Note Portion for investment for the Assignee’s own account and not with a view to, or for resale in connection with, any distribution thereof.

(E)           The Assignee understands that the Assigned Note Portion has not been registered under applicable state or federal securities laws, and is purchasing the Assigned Note Portion pursuant to an exemption from the registration requirements of the Securities Act.  The Assignee understands and acknowledges that the Assigned Note Portion is being acquired from the Assignor without the Company furnishing any information to the Assignee and that the Assignee has not had any communication with the Company or any officer, director, or representative thereof in connection with the transactions contemplated by this Agreement except as contained herein.

(F)           The Assignee hereby agrees that the Company may insert the following or similar legend on the face of the Reissued Share Certificate, if required in compliance with the Securities Act or state securities laws:

“These securities have not been registered under the Securities Act of 1933, as amended (“Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available.”

(G)           No Brokers.  Assignee has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transaction contemplated hereby.

2.3           Consent, Representations and Warranties of the Company.  The Company hereby makes the following representations and warranties:

(A)           Consent. The Company consents to the Assignor’s sale, assignment, conveyance, and transfer of the Assigned Note Portion to the Assignee provided for herein.

(B)           Authorization; Enforcement.  The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the documents by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized.  Each of the documents contemplated by this transaction has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

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(C)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Company, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Company or any of the Company’s properties or assets, the violation of which would have a material adverse effect upon the Company, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of the Company’s properties or assets may be bound which would have a material adverse effect upon the Company.

(D)           The Company agrees to indemnify and hold harmless the Assignor and Assignee and any of the thier officers, directors, employees, agents, and representatives for any action taken or omitted to be taken by the Assignor and Assignee or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, for any action taken by the Assignor and Assignee in good faith in furtherance of this Agreement.

(E)           The Company hereby represents and warrants that to its knowledge there are no defenses to the payment of the Note principal or any other sum that has or may accrue or be payable pursuant to the Note or the documents delivered together therewith or related thereto.

(F)           The Company represents that by a date no later than the issue date of the respective Original Notes the Company had an accrued payment obligation to Assignor equal to the principal amount of the Original Notes. The Company has no information that the Assignor did not have continuous and uninterrupted beneficial ownership of the Original Note since issue date of the respective Original Notes through and including the date hereof.

(G)           The Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing an opinion of counsel confirming the rights of Assignee to sell shares of common stock issued to Assignee upon conversion of the Reissued Note pursuant to Rule 144 as promulgated by the SEC (“Rule 144"), as such Rule may be in effect from time to time. If the Company does not promptly provide an opinion from Company counsel, and so long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept an opinion of counsel to the Assignee which opinion will be issued at the Company’s expense.

(H)           The Company confirms that it has instructed its transfer agent to reserve at least 250,000,000 shares of its Common Stock for issuance to Assignee upon conversion of the Reissued Note.

(I)           The Company confirms that, upon consummation of the transaction contemplated hereby, Assignee will be entitled to all of the rights held by Assignor in the Assigned Note Potion as if Assignee had been a holder of the Note, all of which, to the best knowledge of the Company, remain in full force and effect as of the date hereof.  To the best knowledge of the Company, no payments have been made to Assignor on account of any such rights and Assignor has not, directly or indirectly, waived or relinquished any of such rights.  In furtherance of the foregoing and not in limitation thereof, the Company acknowledges that no liquidated damages have accrued with respect to the Note, and all other provisions of the Note remain in full force and effect.

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ARTICLE III

RELEASE OF ESCROW

3.1.           Release of Escrow.  Subject to the provisions of Section 4.2, the Escrow Agent shall release the Purchase Price, the Note and the Reissued Note as follows:

(A)           On the Closing Date, the Escrow Agent will simultaneously release the Original Note to the Company, the Reissued Notes to the Assignor and Assignee, and the Purchase Price to the Assignor.

(B)           Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions (the “Joint Instructions”) signed by each of the Assignor, the Assignee, and the Company, it shall deliver the Purchase Price, the Note and the Reissued Note  in accordance with the terms of the Joint Instructions.

(C)           Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Purchase Price, the Note and the Reissued Note in accordance with the Court Order.  Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

3.2.           Acknowledgement of Parties; Disputes.  The Parties acknowledge that the only terms and conditions upon which the Purchase Price, the Note and the Reissued Note are to be released are set forth in Sections 3 and 4 of this Agreement.  Each of the Assignor, the assignee, and the Company reaffirms his or its respective agreement to abide by the terms and conditions of this Agreement with respect to the release of the Purchase Price, the Note and the Reissued Note.  Any dispute with respect to the release of the Purchase Price, the Note and the Reissued Note, shall be resolved pursuant to Section 4.2 or by agreement among the Assignor, the Assignee, and the Company.

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ARTICLE IV

CONCERNING THE ESCROW AGENT

4.1.           Duties and Responsibilities of the Escrow Agent.  The Escrow Agent’s duties and responsibilities shall be subject to the following terms and conditions:

(A)           Each of the Assignor, the Assignee, and the Company acknowledges and agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any of the Assignor, the Assignee, and the Company is entitled to receipt of the Purchase Price, the Note and the Reissued Note pursuant to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the securities and funds held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel.

(B)           Each of the Assignor, the Assignee, and the Company acknowledges that the Escrow Agent is acting solely as a stakeholder at the request of the Assignor and the Assignee and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement.  TheAssignor and the Assignee, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Escrow Agent’s part committed in its capacity as the Escrow Agent under this Agreement.  The Escrow Agent shall owe a duty only to the Assignor, the Assignee, and the Company under this Agreement and to no other person.

(C)           The Assignor and the Assignee, jointly and severally, agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder.

(D)           The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to all of the Assignor, the Assignee, and the Company.  Prior to the effective date of the resignation as specified in such notice, the Assignor, the Assignee, and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Purchase Price, the Note and the Reissued Note to a substitute Escrow Agent selected by the Assignee, the Assignor, and the Company.  If no successor Escrow Agent is named by the Assignor, the Assignee, and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Purchase Price, the Note and the Reissued Note with the clerk of any such court.

(E)           The Escrow Agent does not have and will not have any interest in the Purchase Price, the Note and the Reissued Note, but is serving only as escrow agent, having only possession thereof.  The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement.

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(F)           This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.

(G)           The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

4.2.           Dispute Resolution: Judgments.  Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions:

(A)           If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Purchase Price, the Note and the Reissued Note, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Purchase Price, the Note and the Reissued Note pending receipt of a Joint Instruction from the Assignor, the Assignee, and the Company or (ii) deposit the Purchase Price, the Note and the Reissued Note with any court of competent jurisdiction in the State of New York, in which event the Escrow Agent shall give written notice thereof to all of the Assignor, the Assignee, and the Company and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement.  The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings which relate to the Purchase Price, the Note and the Reissued Note.  The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute, or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel.

(B)           The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order directing delivery of any or all of the Purchase Price, the Note and the Reissued Note.  In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to the Assignor, the Assignee, or the Company or to any other person, firm, corporation or entity by reason of such compliance.

ARTICLE V

GENERAL MATTERS

5.1.           Termination.  This escrow shall terminate upon the release of the Purchase Price, the Note and the Reissued Note or at any time upon the agreement in writing of the Assignor, the Assignees, and the Company.

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5.2.           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:

(a)           If to the Assignor, to:

Alpha Capital Anstalt

Pradafant 7

9490 Furstentums, Vaduz

Lichtenstein

Fax: 011-42-32323196

(b)           If to the Assignee, to:

Southridge Partners II LP

90 Grove Street, Ste 206

Ridgefield CT 06877

Fax: (203) 431-8301

(c)           If to the Escrow Agent, to:

Grushko & Mittman, P.C.

551 Fifth Avenue, Suite 1601

New York, New York 10176

Fax:  (212) 697–3575

Attn:  Eliezer Drew

(d)           If to the Company:

Attitude Drinks Inc.

10415 Riverside Drive, Suite 101

Palm Beach Gardens, FL 33410

Fax: (561) 799–5039

Attn: Roy Warren

or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.2.

5.3.           Assignment; Binding Agreement.  Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

5.4.           Invalidity.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

5.5.           Counterparts/Execution.  This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.  This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.

5.6.           Agreement.  Each of the undersigned states that he or it has read the foregoing Agreement and understands and agrees to it.

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5.7.           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  If any party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed by the party determined not to have prevailed for his or its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.8.           Survival.  The representations, warranties, agreements and covenants contained herein shall survive the Closing.

5.9.           No Waiver.  The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right.  No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.

5.10.         Construction.  The article and section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

5.11.         Further Assurances.  Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by any other party to carry out the provisions and purposes of this Agreement.

5.12.         Capitalized Terms.  Unless otherwise defined, all capitalized terms used herein shall have the meanings as defined in the Subscription Agreement.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Escrow Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ALPHA CAPITAL ANSTALT	SOUTHRIDGE PARTNERS II LP
“Assignor”	“Assignee”
/s/ Konrad Ackerman	/s/ Steve Hicks
By: Konrad Ackerman	By: Southridge Advisors LLC
Its: Director	Its: GP
ATTITUDE DRINKS, INC.	ESCROW AGENT:
“Company”
/s/ Roy Warren	/s/ Grushko & Mittman, P.C.
By: Roy Warren	GRUSHKO & MITTMAN, P.C.
Its: CEO

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EXHIBIT A

COPY OF NOTE

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Original Principal Amount $60,833.33	Original Issue Date: December 18, 2008
Reissued Principal Amount $24,166.66	Reissue Date: January 8, 2013

SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, ATTITUDE DRINKS INC., a Delaware (hereinafter called “Borrower”), hereby promises to pay to ALPHA CAPITAL ANSTALT, Pradafant 7, 9490 Furstentums, Vaduz, Lichtenstein, Fax: 011-42-32323196 (the “Holder”) or order, without demand, the sum of Twenty-Four Thousand One Hundred and Sixty-Six Dollars and Sixty-Six Cents ($93,333.33), with interest accruing thereon as follows: fifty percent (50%) due and payable on  December 28, 2008 (90 days after Closing Date), and fifty percent (50%) due and payable on March 29, 2009 (180 days after the Closing Date) (the "Maturity Date"), if not retired sooner.

This Note was originally issued to Holder.  On January 8, 2012 Holder assigned $36,666.67 of the Note principal to Southridge Partners II LP (“Southridge”).  The Maker agreed to reissue the Note in the respective amounts to Holder and Southridge.  The following terms shall apply to this Note:

ARTICLE I

GENERAL PROVISIONS

1.1           Payment Grace Period.  The Borrower shall have a five (5) day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of fifteen percent (15%) per annum shall apply to the amounts owed hereunder.

1.2           Subscription Agreement.   This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement.  Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.

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ARTICLE II

CONVERSION RIGHTS

The Borrower shall have the right to convert the principal and any interest due under this Note into Shares of the Borrower's Common Stock, $.001 par value per share (“Common Stock”) as set forth below.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Reissued Principal Amount $150,000.00 Reissue Date: January 8, 2013

SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, ATTITUDE DRINKS INC., a Delaware (hereinafter called "Borrower"), hereby promises to pay to SOUTHRIDGE PARTNERS II LP, 90 Grove Street, Suite 206, Ridgefield CT 06877 Fax: (203) 431-8301 (the "Holder") or order, without demand, the sum of One Hundred and Fifty Thousand Dollars ($150,000.00), with interest accruing thereon as follows: fifty percent (50%) due and payable on  December 28, 2008 (90 days after Closing Date), and fifty percent (50%) due and payable on March 29, 2009 (180 days after the Closing Date) (the "Maturity Date"), if not retired sooner.

This Note was originally issued to Alpha Capital Anstalt as part of three separate notes.  On January 8, 2012 Alpha assigned $150,000 of the note principal of the three notes to the Holder.  The Maker agreed to reissue the Note in the respective amounts to Holder and Alpha.  The following terms shall apply to this Note:

ARTICLE I

GENERAL PROVISIONS

1.1           Payment Grace Period.  The Borrower shall have a five (5) day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of fifteen percent (15%) per annum shall apply to the amounts owed hereunder.

1.2           Subscription Agreement.   This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement.  Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.

ARTICLE II

CONVERSION RIGHTS

The Borrower shall have the right to convert the principal and any interest due under this Note into Shares of the Borrower's Common Stock, $.001 par value per share (“Common Stock”) as set forth below.

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2.1           Conversion of Note.

(a)           Mandatory Conversion.  Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price as defined in the October 23, 2007 transaction, as adjusted, (the “Conversion Price”) then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion.  Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement.  A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

(b)            The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.           Merger, Sale of Assets, etc.  If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance.  The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

B.           Reclassification, etc.  If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

C.           Stock Splits, Combinations and Dividends.  If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

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D.           Share Issuance.   So long as this Note is outstanding, if the Borrower shall issue or agree to issue any shares of Common Stock except for the Excepted Issuances (as defined in the Subscription Agreement) for a consideration less than the Conversion Price in effect at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced to such other lower issue price.  For purposes of this adjustment, the issuance of any security carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the above-described security and again upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price.  The reduction of the Conversion Price described in this paragraph is in addition to other rights of the Holder described in this Note and the Subscription Agreement.

(c)           Whenever the Conversion Price is adjusted pursuant to Section 2.1(b) above, the Borrower shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

(d)           During the period the conversion right exists, Borrower will reserve from its authorized and unissued Common Stock not less than an amount of Common Stock equal to 150% of the amount of shares of Common Stock issuable upon the full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.2           Method of Conversion.  This Note may be converted by the Borrower in whole or in part as described in Section 2.1(a) hereof.  Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

2.3           Maximum Conversion.  The Borrower shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date.  For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of only 4.99% and aggregate conversion by the Borrower may exceed 4.99%.  The Borrower shall have the authority and obligation to determine whether the restriction contained in this Section 2.3 will limit any conversion hereunder and to the extent that the Borrower determines that the limitation contained in this Section applies, the determination of which portion of the Notes are convertible shall be the responsibility and obligation of the Holder.  The Holder may waive the conversion limitation described in this Section 2.3, in whole or in part, upon and effective after 61 days prior written notice to the Borrower to increase such percentage to up to 9.99%.

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ARTICLE III

EVENTS OF DEFAULT

The occurrence of any of the following events of default (“Event of Default”) shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

3.1            Failure to Pay Principal or Interest.  The Borrower fails to pay any installment of Principal Amount, interest or other sum due under this Note or any Transaction Document when due and such failure continues for a period of five (5) business days after the due date.

3.2            Breach of Covenant.  The Borrower breaches any material covenant or other term or condition of the Subscription Agreement, this Note or Transaction Document in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

3.3            Breach of Representations and Warranties.  Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, Transaction Document or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

3.4            Receiver or Trustee.  The Borrower or any Subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for them or for a substantial part of their property or business; or such a receiver or trustee shall otherwise be appointed.

3.5            Judgments.  Any money judgment, writ or similar final process shall be entered or filed against Borrower or any subsidiary of Borrower or any of their property or other assets for more than $100,000, and shall remain unvacated, unbonded, unappealed, unsatisfied, or unstayed for a period of forty-five (45) days.

3.6            Non-Payment.   A default by the Borrower under any one or more obligations in an aggregate monetary amount in excess of $100,000 for more than twenty (20) days after the due date, unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to the contested amount.

3.7            Listing and Filing Defaults.  Failure by Borrower to timely comply with the listing and filing requirements set forth in Sections 9(b) and 9(d) of the Subscription Agreement.

3.8            Bankruptcy.  Bankruptcy, insolvency, reorganization, or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary of Borrower.

3.9            Delisting.   Delisting of the Common Stock from any Principal Market for a period of seven consecutive trading days; or notification from a Principal Market that the Borrower is not in compliance with the conditions for such continued listing on such Principal Market.

3.10          Stop Trade.  An SEC or judicial stop trade order or Principal Market trading suspension with respect to Borrower’s Common Stock that lasts for five or more consecutive trading days.

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3.11          Failure to Deliver Common Stock or Replacement Note.  Borrower’s failure to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note or the Subscription Agreement, or if required, a replacement Note.

3.12          Non-Registration Event.  The occurrence of a Non-Registration Event as described in Section 11.4 of the Subscription Agreement.

3.13          Reverse Splits.   The Borrower effectuates a reverse split of its Common Stock without twenty days prior written notice to the Holder.

3.14          Cross Default.  A default by the Borrower of a material term, covenant, warranty or undertaking of any Transaction Document or other agreement to which the Borrower and Holder are parties, or the occurrence of a material event of default under any such other agreement which is not cured after any required notice and/or cure period.

3.15          Reservation Default.   Failure by the Borrower to have reserved for issuance upon conversion of the Note the amount of Common Stock as set forth in this Note and the Subscription Agreement.

3.16          Financial Statement Restatement.   The restatement of any financial statements filed by the Borrower for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect.

3.17          Other Note Default.  The occurrence of any Event of Default under any Other Note.

ARTICLE IV

SECURITY INTEREST

4.         Security Interest/Waiver of Automatic Stay.   This Note is secured by a security interest granted to the Collateral Agent for the benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower to Holder.  The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder.  The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel.

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ARTICLE V

MISCELLANEOUS

5.1           Failure or Indulgence Not Waiver.  No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be: (i) if to the Borrower to: Attitude Drinks Inc., 10415 Riverside Drive, Suite 101, Palm Beach Gardens, FL 33410, Attn: Roy Warren, CEO and President, telecopier: (561) 799-5039, with a copy by telecopier only to: Weed & Co., LLP, 4695 MacArthur Court, Suite 1430, Newport Beach, CA 92660, Attn: Rick Weed, Esq., telecopier number: (949) 475-9087, and (ii) if to the Holder, to the name, address and telecopy number set forth on the front page of this Note, with a copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575.

5.3           Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4           Assignability.  This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

5.5           Cost of Collection.  If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

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5.6           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York, including, but not limited to, New York statutes of limitations.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

5.7           Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

5.8.           Construction.   Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

5.9           Redemption.  This Note may not be redeemed or called without the consent of the Holder except as described in this Note or the Subscription Agreement.

5.10           Shareholder Status.  The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note.  However, the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received after delivery by the Holder of a Conversion Notice to the Borrower.

5.11           Non-Business Days.   Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the 8th day of January, 2013.

ATTITUDE DRINKS INC.
By:	/s/ Roy G. Warren
	Name: Roy G. Warren
	Title: President & CEO

WITNESS:

/s/ Debra L. Lieblong

Debra L. Lieblong

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NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by Attitude Drinks Inc. on January 8, 2012 into Shares of Common Stock of Attitude Drinks Inc. (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:____________________________________________________________________

Conversion Price:______________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of Attitude Drinks Inc.

Shares To Be Delivered:_________________________________________________________________

Signature:____________________________________________________________________________

Print Name:__________________________________________________________________________

Address:_____________________________________________________________________________

 ____________________________________________________________________________

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EX-10.92

EXHIBIT (10)(92)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE JULY 31, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on JULY 31, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

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The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

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In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

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Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

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h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

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9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: February 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

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EX-10.98

EXHIBIT (10)(98)

ALLONGE NO. 8 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 8 to Secured Note (“Allonge”) is made as of this 11th day of April, 2013, by Attitude Drinks Inc., a Delaware corporation (“Borrower”) to Alpha Capital Anstalt (“Lender”).  Reference is hereby made to that certain Secured Note issued by Borrower to Lender dated February 22, 2012 (“Note”).  Except as amended hereby, the terms of the Note remain as originally stated.

The Principal Amount as stated on the face of the Note shall be increased to $1,196,500.00 ($175,000 – Principal Amount of Note dated February 22, 2012) + ($75,000.00 – Allonge #1 dated on or about 8/22/12) + ($150,000 – Allonge #2 dated on or about 10/15/12) + ($135,000 – Allonge #3 dated on or about 11/9/12) + ($165,000 – Allonge #4 dated on or about 12/6/12) + ($165,000 – Allonge #5 dated on or about 1/13/12) + ($220,000 – Allonge #6 dated on or about 1/14/13) + ($40,000 – Allonge #7 on or about February 15, 2013) and + ($71,500 – Allonge #8 hereto).   The amendment to the Principal Amount due and owing on the Note described herein notwithstanding, Lender does not waive interest that may have accrued at a default rate of interest and liquidated damages, if any, that may have accrued on the Note through the date of this Allonge, which default interest and liquidated damages, if any, remain outstanding and payable.

IN WITNESS WHEREOF, this Allonge is executed as of the date written above.

ATTITUDE DRINKS INC.
By:	/s/ Roy G. Warren
	Name:  Roy G. Warren
	Title:  President & CEO

EX-10.99

EXHIBIT (10)(99)

FORM OF EXCHANGE AGREEMENT (SURRENDERED NOTES)

THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is dated as of February 21, 2013, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscribers, as provided herein, and the Subscribers shall purchase in the aggregate, (i) no minimum and up to a maximum of $5,250,000, which includes the conversion of existing indebtedness as described in Section 13 below, of principal amount (“Principal Amount”) secured promissory notes of the Company (“New Note” or “New Notes”), a form of which is annexed hereto as Exhibit A, convertible into shares of the Company’s Common Stock, $0.00001 par value (the “Common Stock”) with payment therefore (“Purchase Price”) will be made by Subscribers’ surrender to the Company of notes (“Surrendered Notes”) issued to the Subscribers as set forth on the signature page hereto and all accrued rights thereon, (the “Exchange”).  The New Notes and shares of Common Stock issuable upon conversion of the New Notes (the “Conversion Shares”) are collectively referred to herein as the “Securities”; and

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement the Company and the Subscribers hereby agree as follows:

1.           Closing.  The “Closing Date” shall be the date that the New Notes and Surrendered Notes are delivered to the respective parties.  Subject to the satisfaction or waiver of the terms and conditions of this Exchange Agreement, on the Closing Date, Subscribers shall purchase and the Company shall sell to Subscribers the New Notes.

2.           Subscribers Representations and Warranties.  Each Subscriber for itself only, hereby represents and Surrendered Notes to and agrees with the Company that:

(a)           Organization and Standing of the Subscriber. Subscriber is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b)           Authorization and Power. Subscriber has the requisite power and authority to enter into and perform this Exchange Agreement and to purchase the Securities.  The execution, delivery and performance of this Exchange Agreement by Subscriber and the consummation by Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its Board of Directors or stockholders, if applicable, is required.  This Exchange Agreement has been or will be duly authorized and executed and when delivered by Subscriber will constitute valid and binding obligations of Subscriber, enforceable against Subscriber in accordance with the terms thereof.

(c)           No Conflicts. The execution, delivery and performance of this Exchange Agreement and the consummation by Subscriber of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of Subscriber’s charter documents, bylaws or other organizational documents, if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement to which Subscriber is a party, nor (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Subscriber).  Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Exchange Agreement nor to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(d)           Information on Company.  Subscriber has been furnished with or has had access at the EDGAR Website of the Commission to the Company’s Form 10-K filed on July 13, 2012, for the Company’s fiscal year ended March 30, 2012, and to the Company's other filings made with the Commission which are available at the Edgar Website (hereinafter referred to collectively as the “Reports”).  In addition, Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as Subscriber has requested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors Subscriber deems material in deciding on the advisability of investing in the Securities.

(e)           Information on Subscriber.  Subscriber is, and will be at the time of the conversion of the New Notes, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  Subscriber has the authority and is duly and legally qualified to purchase and own the Securities.  Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The Subscriber agrees to provide the Company with such information reasonably required from time to time for the Company to comply with the Company’s regulatory filing requirements.

(f)           Purchase of New Notes.  On the Closing Date, Subscriber will purchase the New Notes as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

(g)           Compliance with Securities Act.  Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.  Subject to compliance with applicable securities laws, the Subscriber may enter into lawful hedging transactions in the course of hedging the position they assume and the Subscriber may also enter into lawful short positions or other derivative transactions relating to the Securities, or interests in the Securities, and deliver the Securities, or interests in the Securities, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Securities, or interests in the Securities, to third parties who in turn may dispose of these Securities.  The immediately preceding sentence does not affect, mitigate or impair any of the Subscriber’s representations, warranties and agreements of this Section 4.

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(h)           Conversion Shares Legend.  The Securities shall bear the following or similar legend:

"THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

(i)           Communication of Offer.  The offer to sell the Securities was directly communicated to Subscriber by the Company.  At no time was Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(j)           Restricted Securities.   Subscriber understands that the Securities have not been registered under the 1933 Act and Subscriber will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.  Notwithstanding anything to the contrary contained in this Exchange Agreement, Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Securities to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Exchange Agreement. For the purposes of this Exchange Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity.  Affiliate includes each Subsidiary of the Company.  For purposes of this definition, “control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(k)           No Governmental Review.  Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(l)           Correctness of Representations.  Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless Subscriber otherwise notifies the Company prior to the Closing Date, shall be true and correct as of the Closing Date.

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3.           Company Representations and Warranties.  The Company represents and Surrendered Notes to and agrees with each Subscriber that:

(a)           Due Incorporation.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business as presently conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect.  For purposes of this Exchange Agreement, a “Material Adverse Effect” shall mean a material adverse effect on the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries taken as a whole.  For purposes of this Exchange Agreement, “Subsidiary” means, with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Company.

(b)           Authority; Enforceability.  This Exchange Agreement, the New Notes, and any other agreements delivered or required to be delivered together with or pursuant to this Exchange Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and Subsidiaries, as the case may be, and are valid and binding agreements of the Company and Subsidiaries, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity.  The Company and Subsidiaries, as the case may be, have full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform their obligations thereunder.

(c)           Consents.  No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its Affiliates, the OTC Bulletin Board (the “Bulletin Board”) or the Company's shareholders is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Securities.  The Transaction Documents and the Company’s performance of its obligations thereunder have been unanimously approved by the Company’s Board of Directors.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority in the world, including without limitation, the United States, or elsewhere is required by the Company or any Affiliate of the Company in connection with the consummation of the transactions contemplated by this Exchange Agreement, except as would not otherwise have a Material Adverse Effect or the consummation of any of the other agreements, covenants or commitments of the Company or any Subsidiary contemplated by the other Transaction Documents. Any such qualifications and filings will, in the case of qualifications, be effective on the Closing and will, in the case of filings, be made within the time prescribed by law.

(d)           The Securities.  The Securities upon issuance:

(i)           are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

(ii)           have been, or will be, duly and validly authorized and on the dates of issuance of the New Notes, the issuance of the Conversion Shares upon conversion of the New Notes, the New Notes and Conversion Shares will be duly and validly issued, fully paid and non-assessable and if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement or an exemption from registration, will be free trading, unrestricted and unlegended;

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(iii)        will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities or debt of the Company;

(iv)        will not subject the holders thereof to personal liability by reason of being such holders; and

(v)         assuming the representations and warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.

(e)           No Integrated Offering.  Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security of the Company nor solicited any offers to buy any security of the Company under circumstances that would cause the offer of the Securities pursuant to this Exchange Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Bulletin Board.  No prior offering will impair the exemptions relied upon in the Exchange or the Company’s ability to timely comply with its obligations hereunder.  Neither the Company nor any of its Affiliates will take any action or suffer any inaction or conduct any offering other than the transactions contemplated hereby that may be integrated with the offer or issuance of the Securities or that would impair the exemptions relied upon in the Exchange or the Company’s ability to timely comply with its obligations hereunder.

(f)           No General Solicitation.  Neither the Company, nor any of its Affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

(g)           Dilution.  The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company.  The board of directors of the Company has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company.  The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the New Notes is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company or parties entitled to receive equity of the Company.

(h)           Investment Company.  Neither the Company nor any Affiliate of the Company is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(i)           Reporting Company/Shell Company.  The Company is subject to reporting obligations pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).  Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months.  The Company is not a “shell company” or “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

(j)           Company Predecessor and Subsidiaries.  The Company makes each of the representations contained in Sections 5(a), (b), (c), (h) (k) and (l) of this Exchange Agreement, as same relate or could be applicable to each Subsidiary.  All representations made by or relating to the Company of a historical or prospective nature and all undertakings and obligations to act or refrain from certain actions described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their predecessors and successors.

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(k)           Correctness of Representations.  The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date; provided, that, if such representation or warranty is made as of a different date, in which case such representation or warranty shall be true as of such date.

(l)           Survival.  The foregoing representations and warranties shall survive the Closing Date.

4.           Regulation D Offering/Legal Opinion.  The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.  The New Notes issued pursuant to this agreement tack, for Rule 144 purposes, to the issue date of the Surrendered Notes.  On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscribers from the Company’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities, the tacking of the New Notes to the Surrendered Notes and other matters reasonably requested by Subscribers.  A form of the legal opinion is annexed hereto as Exhibit B.  The Company will provide, at the Company's expense, to the Subscribers, such other legal opinions, if any, as are reasonably necessary in Subscribers’ opinion for the issuance and resale of the New Notes and Conversion Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

5.1.           Conversion of New Notes.

(a)           Upon the conversion of a New Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion.  The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 4(h).  If and when a Subscriber sells the Conversion Shares, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable.  In the event that the Conversion Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely if such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion.

(b)           Each Subscriber will give notice of its decision to exercise its right to convert its New Notes, interest, or part thereof by emailing, telecopying or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the New Notes) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Exchange Agreement.  Subscribers will not be required to surrender the New Notes until the New Notes has been fully converted.  Each date on which a Notice of Conversion is faxed or emailed to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.”  The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of the New Notes to Subscribers via express courier for receipt by Subscribers within three (3) business days after the Conversion Date (such fifth day being the “Delivery Date”).  In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscribers.  A New Note representing the balance of the New Note not so converted will be provided by the Company to a Subscriber if requested by a Subscriber, provided such Subscriber delivers the original New Note to the Company.

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(c)           The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof later than the Delivery Date could result in economic loss to the Subscribers.  As compensation to Subscribers for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to each applicable Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the New Notes, the amount of $100 per business day after the Delivery Date for each $10,000 of New Notes principal and interest (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered.  The Company shall pay any payments incurred under this Section upon demand.  Furthermore, in addition to any other remedies which may be available to the Subscribers, in the event that the Company fails for any reason to effect delivery of the Conversion Shares on or before the Delivery Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

5.2.           Maximum Conversion.  A Subscriber shall not be entitled to convert on a Conversion Date that amount of the New Notes nor may the Company make any payment including principal, interest, or liquidated or other damages by delivery of Conversion Shares in connection with that number of Conversion Shares which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by Subscriber and its Affiliates on a Conversion Date or payment date, and (ii) the number of Conversion Shares issuable upon the conversion of the New Notes with respect to which the determination of this provision is being made on a calculation date, which would result in beneficial ownership by Subscriber and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date.  For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.  Subject to the foregoing, the Subscribers shall not be limited to aggregate conversions of only 4.99% and aggregate conversions by the Subscribers may exceed 4.99%.  A Subscriber may increase it ownership limitation to 9.99% upon 61 days notice to the Company.  The Subscribers shall have the authority to determine whether the restriction contained in this Section 7.2 will limit any conversion of a New Note and the extent such limitation applies and to which convertible or exercisable instrument or part thereof such limitation applies.

5.3.           Injunction Posting of Bond.  In the event a Subscriber shall elect to convert a New Note or part thereof, the Company may not refuse conversion based on any claim that such Subscriber or anyone associated or affiliated with such Subscriber has not complied with Subscriber’s obligations under the Transaction Documents, or for any other reason, unless, a final non-appealable injunction from a court made on notice to Subscriber, restraining and or enjoining conversion of all or part of such New Note shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of Subscriber equal to the greater of (i) 125% of the outstanding principal and accrued but unpaid interest of the New Notes, and the aggregate purchase price of the Conversion Shares which are sought to be subject to the injunction, or (ii) the closing price of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of Conversion Shares issuable upon conversion of the New Notes, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to Subscriber to the extent the judgment or decision is in Subscriber’s favor.

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5.4.           Buy-In.  In addition to any other rights available to Subscribers, if the Company fails to deliver to a Subscriber Conversion Shares by the Delivery Date and if after the Delivery Date Subscriber or a broker on Subscriber’s behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Subscriber of the Common Stock which Subscriber was entitled to receive upon such conversion (a “Buy-In”), then the Company shall pay to Subscriber (in addition to any remedies available to or elected by the Subscribers) the amount by which (A) Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the New Note for which such conversion request was not timely honored together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).  For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of New Note principal and/or interest, the Company shall be required to pay Subscriber $1,000 plus interest. Subscriber shall provide the Company written notice and evidence indicating the amounts payable to Subscriber in respect of the Buy-In.

6.              Subscribers’ Legal Fees.  The Company shall pay to Grushko & Mittman, P.C., an aggregate cash fee of $______ (“Legal Fees”) as reimbursement for services rendered in connection with the transactions described in the Transaction Documents and in connection with the Offering. Grushko & Mittman, P.C. will be reimbursed at Closing by the Company for all lien searches, filing fees, and reasonable printing and shipping costs for the closing statements to be delivered to Subscribers.

7.              Covenants of the Company.  The Company covenants and agrees with the Subscribers as follows:

(a)           Stop Orders.  Subject to the prior notice requirement described in Section 9(h), the Company will advise the Subscribers, within twenty-four hours after it receives notice of issuance by the Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of any securities of the Company, or of the suspension of the qualification of the Common Stock of the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose.  The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and only if at least two business days prior notice of such instruction is given to the Subscribers.

(b)           Listing/Quotation.  The Company shall promptly secure the quotation or listing of the Conversion Shares upon such national securities exchange, or automated quotation system upon which the Company’s Common Stock is quoted or listed and upon which such Conversion Shares are or become eligible for quotation or listing (subject to official notice of issuance) and shall maintain same so long as any New Note is outstanding.  The Company will maintain the quotation or listing of its Common Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “Principal Market”), and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. Subject to the limitation set forth in Section 9(h), the Company will provide Subscribers with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market.  As of the date of this Exchange Agreement and the Closing Date, the Bulletin Board is the Principal Market.

(c)           Market Regulations.  If required, the Company shall notify the Commission, the Principal Market and applicable state authorities, in accordance with their requirements, of the transactions contemplated by this Exchange Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Subscribers and promptly provide copies thereof to the Subscribers.

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(d)           Filing Requirements.  From the date of this Exchange Agreement and until the last to occur of all the New Notes or Conversion Shares have been paid back, resold or transferred by the Subscribers pursuant to a registration statement or pursuant to Rule 144(b)(1)(i) (the date of such latest occurrence being the “End Date”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, and (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting requirements.  The Company will use its best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date.  Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.  The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to Subscribers promptly after such filing.

(e)           Reservation.  Prior to the Closing, the Company undertakes to reserve on behalf of Subscribers from its authorized but unissued Common Stock, a number of shares of Common Stock equal to 150% of the amount of Common Stock necessary to allow Subscribers to be able to convert all of the New Notes including interest that would accrue thereon through the End Date (“Required Reservation”).  Failure to have sufficient shares reserved pursuant to this Section 9(e) at any time shall be a material default of the Company’s obligations under this Exchange Agreement.  Without waiving the foregoing requirement, if at any time New Notes are owned by the Subscribers, the Company has reserved on behalf of the Subscribers less than 125% of the amount necessary for full conversion of the outstanding New Notes and interest at the conversion price in effect on every such date (“Minimum Required Reservation”), the Company will promptly reserve the Minimum Required Reservation, or if there are insufficient authorized and available shares of Common Stock to do so, the Company will take all action necessary to increase its authorized capital to be able to fully satisfy its reservation requirements hereunder, including the filing of a preliminary proxy with the Commission not later than fifteen business days after the first day the Company has reserved less than the Minimum Required Reservation.  The Company agrees to provide notice to the Subscribers not later than three days after the date the Company has less than the Minimum Required Reservation reserved on behalf of the Subscribers.

(f)           DTC Program.  At all times that New Notes is outstanding or issuable, the Company will take such steps as are necessary for the Conversion Shares to be delivered electronically to a participant in the Depository Trust Company Automated Securities Transfer Program.  In the event that there is a chill on delivery of shares via the Depository Trust Company Automated Securities Transfer Program, the Company shall immediately and in any event no less than one day after such chill is announced, inform the Subscribers of such chill.

(g)           Confidentiality/Public Announcement.  From the date of this Exchange Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-K, Form 10-Q and a registration statement or statements which include the Securities for registration with the Commission or in correspondence with the Commission regarding same or in respect to a stock exchange listing, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than three days prior notice to Subscribers.  In any event and subject to the foregoing, the Company undertakes to file a Form 8-K describing the Exchange not later than the fourth (4th) business day after the Closing Date.  Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval.  In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing.  Upon  delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while Securities are held by Purchases, unless the  Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company  shall within one business day after any such delivery publicly disclose such  material,  nonpublic  information on a Report on Form 8-K.  In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, the Company shall so indicate to Subscribers prior to delivery of such notice or information.  Subscribers will be granted sufficient time to notify the Company that such Subscriber elects not to receive such information.  In such case, the Company will not deliver such information to any such Subscriber.  In the absence of any such indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

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           (h)           Non-Public Information.  The Company covenants and agrees that except for the Reports, Other Written Information and exhibits to this Exchange Agreement and the Transaction Documents, which information the Company undertakes to publicly disclose on the Form 8-K described in Section 9(g) above, neither it nor any other person acting on its behalf will at any time provide Subscribers or their agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto Subscribers shall have agreed in writing to accept such information.  The Company understands and confirms that Subscribers shall be relying on the foregoing representations in effecting transactions in securities of the Company.

(i)           Negative Covenants.  So long as New Notes are outstanding, without the Consent of the Subscribers, the Company and its officers and directors will not and will not permit any of its Subsidiaries to directly or indirectly:

(i)          amend its Articles, bylaws or its charter documents so as to materially and adversely affect any rights of the Subscribers;

(ii)         repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, New Notes, or other equity securities other than to the extent permitted or required under the Transaction Documents;

(iii)        prepay or redeem any financing related debt or past due obligations or securities, or past due obligations (except with respect to vendor obligations, or any such obligations which in management’s good faith, reasonable judgment must be repaid to avoid disruption of the Company’s businesses);

(iv)        liquidate, merger, consolidate, nor sell a substantial amount of its assets with or to any other entity, except for a migratory merger with a wholly-owned subsidiary, result of which does not change the relative ownership or rights of the holders of the Securities and Common Stock.

8.             Covenants of the Company Regarding Indemnification.

(a)           Indemnification.  The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any representation or warranty by Company in this Exchange Agreement or in any Exhibit attached hereto in any Transaction Document, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

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(b)           Indemnification Procedures.  Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 10(b) and shall only relieve it from any liability which it may have to such indemnified party under this Section 10(b), except and only if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10(b) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the indemnified and indemnifying party, and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

9.             Unlegended Shares and 144 Sales.

(a)           Delivery of Unlegended Shares.  Within five (5) business days (such fifth business day being the “Unlegended Shares Delivery Date”) after the day on which the Company has received (i) a notice that Conversion Shares or any other Common Stock held by Subscribers has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Subscribers and, if required, Subscribers’ broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscribers) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Common Stock certificate, if any, to the Subscribers at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.

(b)           DWAC.  In lieu of delivering physical certificates representing the Unlegended Shares, upon request of Subscriber, so long as the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Subscribers’ prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, if such transfer agent participates in such DWAC system.  Such delivery must be made on or before the Unlegended Shares Delivery Date.

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(c)           Late Delivery of Unlegended Shares.  The Company understands that a delay in the delivery of the Unlegended Shares pursuant to Section 11 hereof later than the Unlegended Shares Delivery Date could result in economic loss to a Subscribes.  As compensation to a Subscriber for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Subscriber for late delivery of Unlegended Shares in the amount of $100 per business day after the Unlegended Shares Delivery Date for each $10,000 of purchase price of the Unlegended Shares subject to the delivery default.  If during any 360 day period, the Company fails to deliver Unlegended Shares as required by this Section 11 for an aggregate of thirty days, then each Subscriber or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the Unlegended Shares subject to such default at a price per share equal to the greater of (i) 105% of the Purchase Price paid by the Subscriber for the Unlegended Shares that were not timely delivered, or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty day period and the denominator of which is the lowest conversion price or exercise price, as the case may be, during such thirty day period, multiplied by the price paid by Subscriber for such Common Stock (“Unlegended Redemption Amount”).  The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

(d)           Injunction.  In the event a Subscriber shall request delivery of Unlegended Shares as described in Section 11 and the Company is required to deliver such Unlegended Shares pursuant to Section 11, the Company may not refuse to deliver Unlegended Shares based on any claim that Subscriber or anyone associated or affiliated with Subscriber has not complied with Subscriber’s obligations under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of Subscriber in the amount of the greater of (i) 120% of the amount of the aggregate purchase price of the Common Stock which is subject to the injunction or temporary restraining order, (ii) the closing price of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of Unlegended Shares to be subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to Subscriber to the extent Subscriber obtains judgment in Subscriber’s favor.

(e)           Buy-In.  In addition to any other rights available to Subscribers, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Sharestogether with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).  For example, if a Subscriber’s purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest.  The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

                                (f)           144 Default.  At any time commencing six months after the Closing Date, in the event the Subscribers are not permitted to sell any of the Conversion Shares without any restrictive legend or if such sales are permitted but subject to volume limitations or further restrictions on resale as a result of the unavailability to Subscribers of Rule 144(b)(1)(i) under the 1933 Act or any successor rule (a “144 Default”), for any reason including but not limited to failure by the Company to file quarterly, annual or any other filings required to be made by the Company by the required filing dates, or the Company’s failure to make information publicly available which would allow Subscribers’ reliance on Rule 144 in connection with sales of Conversion Shares, except due to a change in current applicable securities laws or because the Subscriber is an Affiliate (as defined under Rule 144) of the Company, then the Company shall pay Subscribers as liquidated damages and not as a penalty for each thirty days (or such lesser pro-rata amount for any period less than thirty days) an amount equal to one percent (1%) of the purchase price of the Conversion Shares subject to such 144 Default.  Liquidated Damages shall not be payable pursuant to this Section 11(f) in connection with Shares for such times as such Shares may be sold by the holder thereof without any legend or volume or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act or pursuant to an effective registration statement.

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10.           Other Agreements; Waiver.

(a)           Maximum Exercise of Rights.  In the event the exercise of the rights described in Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 7.2 of this Exchange Agreement, then upon payment, if any such payment is required, the issuance of such additional shares of Common Stock of the Company to  Subscriber will be deferred in whole or in part until such time as  Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 7.2 of this Exchange Agreement and  Subscriber notifies the Company accordingly.

(b)           Waiver.  Provided no other person has a security that the conversion or purchase price is reduced as a result of the issuance of New Notes pursuant to this Exchange Agreement and solely in connection solely with the issuance of the New Notes pursuant to this Exchange Agreement, the Subscribers waives the “ratchet” adjustment on all securities of the Company beneficially owned by the Subscribers and directly or indirectly convertible into or exercisable for shares of Common Stock that would result from a claim that the issuance of New Notes pursuant to this Exchange Agreement or substantially similar and contemporaneous exchange agreements with other holders of Surrendered Notes represents a sale of Common Stock or Common Stock equivalents at a price lower than the conversion or exercise price on such securities.

(c)           Additional Principal.  In consideration of its work in assisting the Company with its recapitalization and extension and modifications of the Surrendered Notes, the principal amount of the New notes issued to Alpha Capital Anstalt (“Alpha “) shall be increased by five percent (5%) of the total amount owed on the Surrendered Notes held by Alpha.

11.           Miscellaneous.

(a)           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Attitude Drinks Inc., 712 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408, Attn: Roy Warren, CEO and President, facsimile: (561) 799-5039, with a copy by facsimile only to: ________, _______________, Attn: _____, Esq., facsimile: (___) ___-____, and (ii) if to the Subscribers, to: the address and fax number indicated on the Signature page hereto, with an additional copy by fax only to: Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

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 (b)           Entire Agreement; Assignment.  This Exchange Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties.  Neither the Company nor the Subscribers has relied on any representations not contained or referred to in this Exchange Agreement and the documents delivered herewith.  No right or obligation of the Company shall be assigned without prior notice to and the written consent of the Subscribers.

(c)           Counterparts/Execution.  This Exchange Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.  This Exchange Agreement may be executed by facsimile signature and delivered by electronic transmission.

(d)           Law Governing this Exchange Agreement.  This Exchange Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.  References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms.  A successor rule to Rule 144(b)(1)(i) shall include any rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after a six month holding period.  Any action brought by either party against the other concerning the transactions contemplated by this Exchange Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York.  The parties to this Exchange Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  The parties executing this Exchange Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Exchange Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.  Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Exchange Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Exchange Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

(e)           Specific Enforcement, Consent to Jurisdiction.  The Company and Subscribers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Exchange Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Exchange Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.  Subject to Section 13(d) hereof, the Company and each Subscribers hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.  Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

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(f)            Damages.  In the event the Subscribers is entitled to receive any liquidated or other damages pursuant to the Transactions Documents, the Subscribers may elect to receive the greater of actual damages or such liquidated damages.  In the event the Subscribers is granted rights under different sections of the Transaction Documents relating to the same subject matter or which may be exercised contemporaneously, or pursuant to which damages or remedies are different, Subscriber is granted the right in Subscriber’s absolute discretion to proceed under such section as Subscriber elects.

(g)           Calendar Days.  All references to “days” in the Transaction Documents shall mean calendar days unless otherwise stated.  The terms “business days” and “trading days” shall mean days that the New York Stock Exchange is open for trading for three or more hours.  Time periods shall be determined as if the relevant action, calculation or time period were occurring in New York City.  Any deadline that falls on a non-business day in any of the Transaction Documents shall be automatically extended to the next business day and interest, if any, shall be calculated and payable through such extended period.

(h)           Captions: Certain Definitions.  The captions of the various sections and paragraphs of this Exchange Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Exchange Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Exchange Agreement.

(i)             Severability.  In the event that any term or provision of this Exchange Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability: (i) by or before that authority of the remaining terms and provisions of this Exchange Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Exchange Agreement.

(k)            Maximum Liability.  In no event shall the liability of the Subscribers or permitted successor hereunder or under any Transaction Document or other agreement delivered in connection herewith be greater in amount than the dollar amount of the net proceeds actually received by Subscribers or successor upon the sale of Conversion Shares.

[SIGNATURE PAGE TO FOLLOW]

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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.

ATTITUDE DRINKS, INC. a Delaware corporation
By:
	Name: Roy Warren
	Title: Chief Executive Officer
Dated:  February 21, 2013

SUBSCRIBER	Surrendered Notes being	New Notes
Name of Subscriber:   _________________________________   Address: _______________________________   __________________________________   Fax No.: ________________________________   Taxpayer ID# (if applicable): ________________   ______________________________________   (Signature)   By:

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LIST OF EXHIBITS AND SCHEDULES

Exhibit A                 Note  (see Exhibit 10.101 for form of note)

Exhibit B                 Form of Legal Opinion (not attached)

Schedule 1              List of Subscribers

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SCHEDULE 1

SUBSCRIBER	Surrendered Notes		New Notes
Alpha Capital Anstaldt:
January 2009 note	$	32,000
January 2009 redemption note		6,834
February, 2009 Allonge to January 2009 note		32,166
March, 2009 note		100,000
July, 2009 Allonge to March, 2009 note		80,556
October, 2009 Allonge to March, 2009 note		27,778
November, 2009 note		111,112
January, 2010 Allonge to March, 2009 note		25,000
January, 2010 note		50,000
February, 2010 Allonge to March, 2009 note		55,000
March, 2010 Allonge to March, 2009 note		71,500
May, 2010 Allonge to March, 2009 note		55,000
July, 2010 note		200,000
January, 2011 note		100,000
March, 2011 note		125,000
July, 2011 note		25,000
February, 2012 note with allonges		1,125,000
March, 2012 note for extensions		162,085
September, 2012 note for extensions		42,500	$	2, 426,531
Whalehaven Capital Fund Limited:
February, 2008 note	$	78,392
March, 2010 Allonge to March, 2009 note		20
July, 2010 note		349,525
January, 2011 note		75,000
March, 2011 note		125,000
July, 2011 note		100,000
February, 2012 note		50,000
March, 2012 note for extensions		7,841
September, 2012 note for extensions		65,100	$	850,878

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Smivel LLC:
February, 2008 note	$	4,000
March, 2012 note for extensions		400	$	4,400
CMS Capital:
January, 2008 note	$	18,852
March, 2012 note for extensions		1,885	$	20,737
Libra Finance:
January, 2008 note	$	5,000	$	5,000
Centaurian Fund:
July, 2010 note	$	50,000

January, 2011 note		10,000
September, 2012 note for extensions		6,000	$	66,000
Naomi Klissman:
July, 2010 note	$	50,000
February, 2012 note		100,000
September, 2012 note for extensions		5,000	$	155,000
Sam Berkowitz:
July, 2010 note	$	4,836
September, 2012 note for extensions		484	$	5,320
Schlomo & Rochel Rifkind:
July, 2011 note	$	250,000
February, 2012 note		100,000	$	350,000
David M. Lamplough:
February, 2012 note	$	44,426	$	44,426
PSM Holdings
February 2012 note	$	25,000	$	25,000
J. Maya IRA:
January, 2011 note	$	19,477
September, 2012 note for extensions		1,948	$	21,425
Emmy Cutler:
February, 2012 note	$	25,000	$	25,000
J&N Invest LLC:
March, 2011 note	$	29,668
February, 2012 note		200,000
September, 2012 note for extensions		5,404	$	235,072

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Joe & Sue Maya:
March, 2011 note	$	28,954
February, 2012 note		50,000
September, 2012 note for extensions		2,895	$	81,849
Seth Farbman:
February, 2012 note	$	50,000
September, 2012 note for extensions		897	$	50,897
Ramshead Holding Ltd:
July, 2011 note	$	50,000
February, 2012 note		100,000
September, 2012 note for extensions		1,045	$	151,045
Jody Eisenman:

June, 2011 exchange note	$	30,854
July, 2011 private placement fee note		15,000
September, 2012 note for extensions		6,510	$	52,364
Louis Goldberg:
February, 2012 note	$	50,000	$	50,000
Jan Veryke:
February, 2012 note	$	25,000	$	25,000
Southridge Partners:
August, 2012 note	$	125,000
September, 2012 note		75,000
November, 2012 note		25,000
January, 2013 note		150,000	$	375,000
TOTALS	$	5,020,944	$	5,020,944

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EX-10.100

EXHIBIT (10)(100)

FORM OF EXCHANGE AGREEMENT (SURRENDERED WARRANTS)

THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is dated as of February 21, 2013, by and between Attitude Drinks, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

WHEREAS, the Company and the Subscribers are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Subscribers, as provided herein, and the Subscribers shall purchase, in the aggregate, (i) no minimum and up to a maximum of $350,000, which includes the conversion of existing indebtedness as described in Section 13 below, of principal amount (“Principal Amount”) secured promissory notes of the Company (“New Note” or “New Notes”), a form of which is annexed hereto as Exhibit A, convertible into shares of the Company’s Common Stock, $0.00001 par value (the “Common Stock”) with payment therefore (“Purchase Price”) will be made by Subscribers’ surrender to the Company of the Company’s Common Stock Purchase Warrants (“Warrants”) issued to the Subscribers as set forth on the signature page hereto, and all accrued rights thereon, (the “Exchange”).  The New Notes and shares of Common Stock issuable upon conversion of the New Notes (the “Conversion Shares”) are collectively referred to herein as the “Securities”; and

NOW, THEREFORE, in consideration of the mutual covenants and other agreements contained in this Agreement, the Company and the Subscribers hereby agree as follows:

1.           Closing.  The “Closing Date” shall be the date that the New Notes and Warrants are delivered to the respective parties.  Subject to the satisfaction or waiver of the terms and conditions of this Exchange Agreement, on the Closing Date, Subscribers shall purchase and the Company shall sell to Subscribers the New Notes.

2.           Subscribers Representations and Warranties.  Each Subscriber for itself only, hereby represents and warrants to and agrees with the Company that:

(a)           Organization and Standing of the Subscriber. Subscriber is duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.

(b)           Authorization and Power. Subscriber has the requisite power and authority to enter into and perform this Exchange Agreement and to purchase the Securities.  The execution, delivery and performance of this Exchange Agreement by Subscriber and the consummation by Subscriber of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action, and no further consent or authorization of Subscriber or its Board of Directors or stockholders, if applicable, is required.  This Exchange Agreement has been or will be duly authorized and executed and when delivered by Subscriber will constitute valid and binding obligations of Subscriber, enforceable against Subscriber in accordance with the terms thereof.

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(c)           No Conflicts. The execution, delivery and performance of this Exchange Agreement and the consummation by Subscriber of the transactions contemplated hereby and thereby or relating hereto do not and will not (i) result in a violation of Subscriber’s charter documents, bylaws or other organizational documents, if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement to which Subscriber is a party, nor (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to Subscriber or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on Subscriber).  Subscriber is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Exchange Agreement nor to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, Subscriber is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

(d)           Information on Company.  Subscriber has been furnished with or has had access at the EDGAR Website of the Commission to the Company’s Form 10-K filed on July 13, 2012, for the Company’s fiscal year ended March 30, 2012, and to the Company's other filings made with the Commission which are available at the Edgar Website (hereinafter referred to collectively as the “Reports”).  In addition, Subscriber may have received in writing from the Company such other information concerning its operations, financial condition and other matters as Subscriber has requested in writing, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered all factors Subscriber deems material in deciding on the advisability of investing in the Securities.

(e)           Information on Subscriber.  Subscriber is, and will be at the time of the conversion of the New Notes, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the 1933 Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable Subscriber to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  Subscriber has the authority and is duly and legally qualified to purchase and own the Securities.  Subscriber is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The Subscriber agrees to provide the Company with such information reasonably required from time to time for the Company to comply with the Company’s regulatory filing requirements.

(f)           Purchase of New Notes.  On the Closing Date, Subscriber will purchase the New Notes as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

(g)           Compliance with Securities Act.  Subscriber understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Subscriber contained herein), and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.  Subject to compliance with applicable securities laws, the Subscriber may enter into lawful hedging transactions in the course of hedging the position they assume and the Subscriber may also enter into lawful short positions or other derivative transactions relating to the Securities, or interests in the Securities, and deliver the Securities, or interests in the Securities, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Securities, or interests in the Securities, to third parties who in turn may dispose of these Securities.  The immediately preceding sentence does not affect, mitigate or impair any of the Subscriber’s representations, warranties and agreements of this Section 4.

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(h)           Conversion Shares Legend.  The Securities shall bear the following or similar legend:

"THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

(i)           Communication of Offer.  The offer to sell the Securities was directly communicated to Subscriber by the Company.  At no time was Subscriber presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

(j)           Restricted Securities.   Subscriber understands that the Securities have not been registered under the 1933 Act and Subscriber will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities unless pursuant to an effective registration statement under the 1933 Act, or unless an exemption from registration is available.  Notwithstanding anything to the contrary contained in this Exchange Agreement, Subscriber may transfer (without restriction and without the need for an opinion of counsel) the Securities to its Affiliates (as defined below) provided that each such Affiliate is an “accredited investor” under Regulation D and such Affiliate agrees to be bound by the terms and conditions of this Exchange Agreement. For the purposes of this Exchange Agreement, an “Affiliate” of any person or entity means any other person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such person or entity.  Affiliate includes each Subsidiary of the Company.  For purposes of this definition, “control” means the power to direct the management and policies of such person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

(k)           No Governmental Review.  Subscriber understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(l)           Correctness of Representations.  Subscriber represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless Subscriber otherwise notifies the Company prior to the Closing Date, shall be true and correct as of the Closing Date.

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3.             Company Representations and Warranties.  The Company represents and warrants to and agrees with each Subscriber that:

(a)           Due Incorporation.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business as presently conducted.  The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect.  For purposes of this Exchange Agreement, a “Material Adverse Effect” shall mean a material adverse effect on the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries taken as a whole.  For purposes of this Exchange Agreement, “Subsidiary” means, with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Company.

(b)           Authority; Enforceability.  This Exchange Agreement, the New Notes, and any other agreements delivered or required to be delivered together with or pursuant to this Exchange Agreement or in connection herewith (collectively “Transaction Documents”) have been duly authorized, executed and delivered by the Company and Subsidiaries, as the case may be, and are valid and binding agreements of the Company and Subsidiaries, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity.  The Company and Subsidiaries, as the case may be, have full corporate power and authority necessary to enter into and deliver the Transaction Documents and to perform their obligations thereunder.

(c)           Consents.  No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Company, or any of its Affiliates, the OTC Bulletin Board (the “Bulletin Board”) or the Company's shareholders is required for the execution by the Company of the Transaction Documents and compliance and performance by the Company of its obligations under the Transaction Documents, including, without limitation, the issuance and sale of the Securities.  The Transaction Documents and the Company’s performance of its obligations thereunder have been unanimously approved by the Company’s Board of Directors.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority in the world, including without limitation, the United States, or elsewhere is required by the Company or any Affiliate of the Company in connection with the consummation of the transactions contemplated by this Exchange Agreement, except as would not otherwise have a Material Adverse Effect or the consummation of any of the other agreements, covenants or commitments of the Company or any Subsidiary contemplated by the other Transaction Documents. Any such qualifications and filings will, in the case of qualifications, be effective on the Closing and will, in the case of filings, be made within the time prescribed by law.

(d)           The Securities.  The Securities upon issuance:

(i)           are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

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(ii)           have been, or will be, duly and validly authorized and on the dates of issuance of the New Notes, the issuance of the Conversion Shares upon conversion of the New Notes, the New Notes and Conversion Shares will be duly and validly issued, fully paid and non-assessable and if registered pursuant to the 1933 Act and resold pursuant to an effective registration statement or an exemption from registration, will be free trading, unrestricted and unlegended;

(iii)        will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities or debt of the Company;

(iv)        will not subject the holders thereof to personal liability by reason of being such holders; and

(v)         assuming the representations and warranties of the Subscribers as set forth in Section 4 hereof are true and correct, will not result in a violation of Section 5 under the 1933 Act.

(e)           No Integrated Offering.  Neither the Company, nor any of its Affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales of any security of the Company nor solicited any offers to buy any security of the Company under circumstances that would cause the offer of the Securities pursuant to this Exchange Agreement to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Bulletin Board.  No prior offering will impair the exemptions relied upon in the Exchange or the Company’s ability to timely comply with its obligations hereunder.  Neither the Company nor any of its Affiliates will take any action or suffer any inaction or conduct any offering other than the transactions contemplated hereby that may be integrated with the offer or issuance of the Securities or that would impair the exemptions relied upon in the Exchange or the Company’s ability to timely comply with its obligations hereunder.

(f)           No General Solicitation.  Neither the Company, nor any of its Affiliates, nor to its knowledge, any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Securities.

(g)           Dilution.  The Company's executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company.  The board of directors of the Company has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company.  The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the New Notes is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company or parties entitled to receive equity of the Company.

(h)           Investment Company.  Neither the Company nor any Affiliate of the Company is an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(i)           Reporting Company/Shell Company.  The Company is subject to reporting obligations pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”).  Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months.  The Company is not a “shell company” or “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

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(j)           Company Predecessor and Subsidiaries.  The Company makes each of the representations contained in Sections 5(a), (b), (c), (h) (k) and (l) of this Exchange Agreement, as same relate or could be applicable to each Subsidiary.  All representations made by or relating to the Company of a historical or prospective nature and all undertakings and obligations to act or refrain from certain actions described in Section 9 shall relate, apply and refer to the Company and Subsidiaries and their predecessors and successors.

(k)           Correctness of Representations.  The Company represents that the foregoing representations and warranties are true and correct as of the date hereof in all material respects, and, unless the Company otherwise notifies the Subscribers prior to the Closing Date, shall be true and correct in all material respects as of the Closing Date; provided, that, if such representation or warranty is made as of a different date, in which case such representation or warranty shall be true as of such date.

(l)           Survival.  The foregoing representations and warranties shall survive the Closing Date.

4.           Regulation D Offering/Legal Opinion.  The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder.  The New Notes issued pursuant to this agreement tack, for Rule 144 purposes, to the issue date of the Warrants.  On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscribers from the Company’s legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities, the tacking of the New Notes to the Warrants and other matters reasonably requested by Subscribers.  A form of the legal opinion is annexed hereto as Exhibit B.  The Company will provide, at the Company's expense, to the Subscribers, such other legal opinions, if any, as are reasonably necessary in Subscribers’ opinion for the issuance and resale of the New Notes and Conversion Shares pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

5.1.           Conversion of New Notes.

(a)           Upon the conversion of a New Notes or part thereof, the Company shall, at its own cost and expense, take all necessary action, including obtaining and delivering an opinion of counsel to assure that the Company's transfer agent shall issue stock certificates in the name of a Subscriber (or its permitted nominee) or such other persons as designated by Subscriber and in such denominations to be specified at conversion representing the number of shares of Common Stock issuable upon such conversion.  The Company warrants that no instructions other than these instructions have been or will be given to the transfer agent of the Company's Common Stock and that the certificates representing such shares shall contain no legend other than the legend set forth in Section 2(h).  If and when a Subscriber sells the Conversion Shares, assuming (i) a registration statement including such Conversion Shares for registration has been filed with the Commission, is effective and the prospectus, as supplemented or amended, contained therein is current and (ii) Subscriber or its agent confirms in writing to the transfer agent that Subscriber has complied with the prospectus delivery requirements, the Company will reissue the Conversion Shares without restrictive legend and the Conversion Shares will be free-trading, and freely transferable.  In the event that the Conversion Shares are sold in a manner that complies with an exemption from registration, the Company will promptly instruct its counsel to issue to the transfer agent an opinion permitting removal of the legend indefinitely if such sale is intended to be made in conformity with Rule 144(b)(1)(i) of the 1933 Act, provided that Subscriber delivers reasonably requested representations in support of such opinion.

(b)           Each Subscriber will give notice of its decision to exercise its right to convert its New Notes, interest, or part thereof by emailing, telecopying or otherwise delivering a completed Notice of Conversion (a form of which is annexed as Exhibit A to the Certificate of Designation of the New Notes) to the Company via confirmed telecopier transmission or otherwise pursuant to Section 13(a) of this Exchange Agreement.  Subscribers will not be required to surrender the New Notes until the New Notes has been fully converted.  Each date on which a Notice of Conversion is faxed or emailed to the Company in accordance with the provisions hereof by 6 PM Eastern Time (“ET”) (or if received by the Company after 6 PM ET, then the next business day) shall be deemed a “Conversion Date.”  The Company will itself or cause the Company’s transfer agent to transmit the Company’s Common Stock certificates representing the Conversion Shares issuable upon conversion of the New Notes to Subscribers via express courier for receipt by Subscribers within three (3) business days after the Conversion Date (such fifth day being the “Delivery Date”).  In the event the Conversion Shares are electronically transferable, then delivery of the Shares must be made by electronic transfer provided request for such electronic transfer has been made by the Subscribers.  A New Notes Certificate representing the balance of the New Notes not so converted will be provided by the Company to a Subscriber if requested by a Subscriber, provided such Subscriber delivers the original New Notes Certificate to the Company.

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(c)           The Company understands that a delay in the delivery of the Conversion Shares in the form required pursuant to Section 7.1 hereof later than the Delivery Date could result in economic loss to the Subscribers.  As compensation to Subscribers for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to each applicable Subscriber for late issuance of Conversion Shares in the form required pursuant to Section 7.1 hereof upon Conversion of the New Notes, the amount of $100 per business day after the Delivery Date for each $10,000 of New Notes stated value and dividends (and proportionately for other amounts) being converted of the corresponding Conversion Shares which are not timely delivered.  The Company shall pay any payments incurred under this Section upon demand.  Furthermore, in addition to any other remedies which may be available to the Subscribers, in the event that the Company fails for any reason to effect delivery of the Conversion Shares on or before the Delivery Date, the Subscriber will be entitled to revoke all or part of the relevant Notice of Conversion by delivery of a notice to such effect to the Company whereupon the Company and Subscriber shall each be restored to their respective positions immediately prior to the delivery of such notice, except that the damages payable in connection with the Company’s default shall be payable through the date notice of revocation or rescission is given to the Company.

5.2.           Maximum Conversion.  A Subscriber shall not be entitled to convert on a Conversion Date that amount of the New Notes nor may the Company make any payment including stated value, dividends, or liquidated or other damages by delivery of Conversion Shares in connection with that number of Conversion Shares which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by Subscriber and its Affiliates on a Conversion Date or payment date, and (ii) the number of Conversion Shares issuable upon the conversion of the New Notes with respect to which the determination of this provision is being made on a calculation date, which would result in beneficial ownership by Subscriber and its Affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company on such Conversion Date.  For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.  Subject to the foregoing, the Subscribers shall not be limited to aggregate conversions of only 4.99% and aggregate conversions by the Subscribers may exceed 4.99%.  A Subscriber may increase it ownership limitation to 9.99% upon 61 days notice to the Company.  The Subscribers shall have the authority to determine whether the restriction contained in this Section 7.2 will limit any conversion of a New Notes and the extent such limitation applies and to which convertible or exercisable instrument or part thereof such limitation applies.

5.3.           Injunction Posting of Bond.  In the event a Subscriber shall elect to convert a New Notes or part thereof, the Company may not refuse conversion based on any claim that such Subscriber or anyone associated or affiliated with such Subscriber has not complied with Subscriber’s obligations under the Transaction Documents, or for any other reason, unless, a final non-appealable injunction from a court made on notice to Subscriber, restraining and or enjoining conversion of all or part of such New Notes shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of Subscriber equal to the greater of (i) 125% of the outstanding principal and accrued but unpaid interest of the New Notes, and the aggregate purchase price of the Conversion Shares which are sought to be subject to the injunction, or (ii) the closing price of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of Conversion Shares issuable upon conversion of the New Notes, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to Subscriber to the extent the judgment or decision is in Subscriber’s favor.

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5.4.           Buy-In.  In addition to any other rights available to Subscribers, if the Company fails to deliver to a Subscriber Conversion Shares by the Delivery Date and if after the Delivery Date Subscriber or a broker on Subscriber’s behalf purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Subscriber of the Common Stock which Subscriber was entitled to receive upon such conversion (a “Buy-In”), then the Company shall pay to Subscriber (in addition to any remedies available to or elected by the Subscribers) the amount by which (A) Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate principal and/or interest amount of the New Notes for which such conversion request was not timely honored together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).  For example, if a Subscriber purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of $10,000 of New Notes principal and/or interest, the Company shall be required to pay Subscriber $1,000 plus interest.  Subscriber shall provide the Company written notice and evidence indicating the amounts payable to Subscriber in respect of the Buy-In.

6.              Subscribers’ Legal Fees.  The Company shall pay to Grushko & Mittman, P.C., an aggregate cash fee of $______ (“Legal Fees”) as reimbursement for services rendered in connection with the transactions described in the Transaction Documents and in connection with the Offering. Grushko & Mittman, P.C. will be reimbursed at Closing by the Company for all lien searches, filing fees, and reasonable printing and shipping costs for the closing statements to be delivered to Subscribers.

7.              Covenants of the Company.  The Company covenants and agrees with the Subscribers as follows:

(a)           Stop Orders.  Subject to the prior notice requirement described in Section 9(h), the Company will advise the Subscribers, within twenty-four hours after it receives notice of issuance by the Commission, any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of any securities of the Company, or of the suspension of the qualification of the Common Stock of the Company for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose.  The Company will not issue any stop transfer order or other order impeding the sale, resale or delivery of any of the Securities, except as may be required by any applicable federal or state securities laws and only if at least two business days prior notice of such instruction is given to the Subscribers.

(b)           Listing/Quotation.  The Company shall promptly secure the quotation or listing of the Conversion Shares upon such national securities exchange, or automated quotation system upon which the Company’s Common Stock is quoted or listed and upon which such Conversion Shares are or become eligible for quotation or listing (subject to official notice of issuance) and shall maintain same so long as any New Notes is outstanding.  The Company will maintain the quotation or listing of its Common Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select Market, Bulletin Board, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “Principal Market”), and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. Subject to the limitation set forth in Section 9(h), the Company will provide Subscribers with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market.  As of the date of this Exchange Agreement and the Closing Date, the Bulletin Board is the Principal Market.

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(c)           Market Regulations.  If required, the Company shall notify the Commission, the Principal Market and applicable state authorities, in accordance with their requirements, of the transactions contemplated by this Exchange Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Subscribers and promptly provide copies thereof to the Subscribers.

(d)           Filing Requirements.  From the date of this Exchange Agreement and until the last to occur of all the New Notes or Conversion Shares have been resold or transferred by the Subscribers pursuant to a registration statement or pursuant to Rule 144(b)(1)(i) (the date of such latest occurrence being the “End Date”), the Company will (A) cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the 1934 Act, (B) comply in all respects with its reporting and filing obligations under the 1934 Act, and (C) voluntarily comply with all reporting requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if the Company is not subject to such reporting requirements.  The Company will use its best efforts not to take any action or file any document (whether or not permitted by the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under said acts until the End Date.  Until the End Date, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.  The Company agrees to timely file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to Subscribers promptly after such filing.

(e)           Reservation.  Prior to the Closing, the Company undertakes to reserve on behalf of Subscribers from its authorized but unissued Common Stock, a number of shares of Common Stock equal to 150% of the amount of Common Stock necessary to allow Subscribers to be able to convert all of the New Notes including dividends that would accrue thereon through the End Date (“Required Reservation”).  Failure to have sufficient shares reserved pursuant to this Section 7(e) at any time shall be a material default of the Company’s obligations under this Exchange Agreement.  Without waiving the foregoing requirement, if at any time New Notes is owned by the Subscribers the Company has reserved on behalf of the Subscribers less than 125% of the amount necessary for full conversion of the outstanding New Notes and dividends at the conversion price in effect on every such date (“Minimum Required Reservation”), the Company will promptly reserve the Minimum Required Reservation, or if there are insufficient authorized and available shares of Common Stock to do so, the Company will take all action necessary to increase its authorized capital to be able to fully satisfy its reservation requirements hereunder, including the filing of a preliminary proxy with the Commission not later than fifteen business days after the first day the Company has reserved less than the Minimum Required Reservation.  The Company agrees to provide notice to the Subscribers not later than three days after the date the Company has less than the Minimum Required Reservation reserved on behalf of the Subscribers.

(f)           DTC Program.  At all times that New Notes is outstanding or issuable, the Company will take such steps as are necessary for the Conversion Shares to be delivered electronically to a participant in the Depository Trust Company Automated Securities Transfer Program.  In the event that there is a chill on delivery of shares via the Depository Trust Company Automated Securities Transfer Program, the Company shall immediately and in any event no less than one day after such chill is announced, inform the Subscribers of such chill.

(g)           Confidentiality/Public Announcement.  From the date of this Exchange Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-K, Form 10-Q and a registration statement or statements which include the Securities for registration with the Commission or in correspondence with the Commission regarding same or in respect to a stock exchange listing, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than three days prior notice to Subscribers.  In any event and subject to the foregoing, the Company undertakes to file a Form 8-K describing the Exchange not later than the fourth (4th) business day after the Closing Date.  Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval.  In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing.  Upon  delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while Securities are held by Purchases, unless the  Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company  shall within one business day after any such delivery publicly disclose such  material,  nonpublic  information on a Report on Form 8-K.  In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, the Company shall so indicate to Subscribers prior to delivery of such notice or information.  Subscribers will be granted sufficient time to notify the Company that such Subscriber elects not to receive such information.  In such case, the Company will not deliver such information to any such Subscriber.  In the absence of any such indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

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           (h)           Non-Public Information.  The Company covenants and agrees that except for the Reports, Other Written Information and exhibits to this Exchange Agreement and the Transaction Documents, which information the Company undertakes to publicly disclose on the Form 8-K described in Section 9(g) above, neither it nor any other person acting on its behalf will at any time provide Subscribers or their agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto Subscribers shall have agreed in writing to accept such information.  The Company understands and confirms that Subscribers shall be relying on the foregoing representations in effecting transactions in securities of the Company.

(i)           Negative Covenants.  So long as New Notes is outstanding, without the Consent of the Subscribers, the Company and its officers and directors will not and will not permit any of its Subsidiaries to directly or indirectly:

(i)          amend its Articles, bylaws or its charter documents so as to materially and adversely affect any rights of the Subscribers;

(ii)         repay, repurchase or offer to repay, repurchase or otherwise acquire or make any dividend or distribution in respect of any of its Common Stock, New Notes, or other equity securities other than to the extent permitted or required under the Transaction Documents;

(iii)        prepay or redeem any financing related debt or past due obligations or securities, or past due obligations (except with respect to vendor obligations, or any such obligations which in management’s good faith, reasonable judgment must be repaid to avoid disruption of the Company’s businesses);

(iv)        liquidate, merger, consolidate, nor sell a substantial amount of its assets with or to any other entity, except for a migratory merger with a wholly-owned subsidiary, result of which does not change the relative ownership or rights of the holders of the Securities and Common Stock.

8.             Covenants of the Company Regarding Indemnification.

(a)           Indemnification.  The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers’ officers, directors, agents, counsel, Affiliates, members, managers, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscribers or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any representation or warranty by Company in this Exchange Agreement or in any Exhibit attached hereto in any Transaction Document, or other agreement delivered pursuant hereto or in connection herewith, now or after the date hereof; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscribers relating hereto.

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(b)           Indemnification Procedures.  Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 10(b) and shall only relieve it from any liability which it may have to such indemnified party under this Section 10(b), except and only if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 10(b) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the indemnified and indemnifying party, and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

9.             Unlegended Shares and 144 Sales.

(a)           Delivery of Unlegended Shares.  Within five (5) business days (such fifth business day being the “Unlegended Shares Delivery Date”) after the day on which the Company has received (i) a notice that Conversion Shares or any other Common Stock held by Subscribers has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Subscribers and, if required, Subscribers’ broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscribers) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Common Stock certificate, if any, to the Subscribers at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.

(b)           DWAC.  In lieu of delivering physical certificates representing the Unlegended Shares, upon request of Subscriber, so long as the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Subscribers’ prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, if such transfer agent participates in such DWAC system.  Such delivery must be made on or before the Unlegended Shares Delivery Date.

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(c)           Late Delivery of Unlegended Shares.  The Company understands that a delay in the delivery of the Unlegended Shares pursuant to Section 11 hereof later than the Unlegended Shares Delivery Date could result in economic loss to a Subscribes.  As compensation to a Subscriber for such loss, the Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Subscriber for late delivery of Unlegended Shares in the amount of $100 per business day after the Unlegended Shares Delivery Date for each $10,000 of purchase price of the Unlegended Shares subject to the delivery default.  If during any 360 day period, the Company fails to deliver Unlegended Shares as required by this Section 11 for an aggregate of thirty days, then each Subscriber or assignee holding Securities subject to such default may, at its option, require the Company to redeem all or any portion of the Unlegended Shares subject to such default at a price per share equal to the greater of (i) 105% of the Purchase Price paid by the Subscriber for the Unlegended Shares that were not timely delivered, or (ii) a fraction in which the numerator is the highest closing price of the Common Stock during the aforedescribed thirty day period and the denominator of which is the lowest conversion price or exercise price, as the case may be, during such thirty day period, multiplied by the price paid by Subscriber for such Common Stock (“Unlegended Redemption Amount”).  The Company shall pay any payments incurred under this Section in immediately available funds upon demand.

(d)           Injunction.  In the event a Subscriber shall request delivery of Unlegended Shares as described in Section 11 and the Company is required to deliver such Unlegended Shares pursuant to Section 11, the Company may not refuse to deliver Unlegended Shares based on any claim that Subscriber or anyone associated or affiliated with Subscriber has not complied with Subscriber’s obligations under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of Subscriber in the amount of the greater of (i) 120% of the amount of the aggregate purchase price of the Common Stock which is subject to the injunction or temporary restraining order, (ii) the closing price of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of Unlegended Shares to be subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to Subscriber to the extent Subscriber obtains judgment in Subscriber’s favor.

(e)           Buy-In.  In addition to any other rights available to Subscribers, if the Company fails to deliver to a Subscriber Unlegended Shares as required pursuant to this Agreement and after the Unlegended Shares Delivery Date the Subscriber, or a broker on the Subscriber’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by Subscriber of the shares of Common Stock which the Subscriber was entitled to receive from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Subscriber (in addition to any remedies available to or elected by the Subscriber) the amount by which (A) the Subscriber’s total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as Unlegended Sharestogether with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).  For example, if a Subscriber’s purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of shares of Common Stock delivered to the Company for reissuance as Unlegended Shares, the Company shall be required to pay the Subscriber $1,000, plus interest.  The Subscriber shall provide the Company written notice indicating the amounts payable to the Subscriber in respect of the Buy-In.

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(f)           144 Default.  At any time commencing six months after the Closing Date, in the event the Subscribers are not permitted to sell any of the Conversion Shares without any restrictive legend or if such sales are permitted but subject to volume limitations or further restrictions on resale as a result of the unavailability to Subscribers of Rule 144(b)(1)(i) under the 1933 Act or any successor rule (a “144 Default”), for any reason including but not limited to failure by the Company to file quarterly, annual or any other filings required to be made by the Company by the required filing dates, or the Company’s failure to make information publicly available which would allow Subscribers’ reliance on Rule 144 in connection with sales of Conversion Shares, except due to a change in current applicable securities laws or because the Subscriber is an Affiliate (as defined under Rule 144) of the Company, then the Company shall pay Subscribers as liquidated damages and not as a penalty for each thirty days (or such lesser pro-rata amount for any period less than thirty days) an amount equal to one percent (1%) of the purchase price of the Conversion Shares subject to such 144 Default.  Liquidated Damages shall not be payable pursuant to this Section 11(f) in connection with Shares for such times as such Shares may be sold by the holder thereof without any legend or volume or other restrictions pursuant to Section 144(b)(1)(i) of the 1933 Act or pursuant to an effective registration statement.

10.           Other Agreements; Waiver.

(a)           Maximum Exercise of Rights.  In the event the exercise of the rights described in Section 12(a) would or could result in the issuance of an amount of Common Stock of the Company that would exceed the maximum amount that may be issued to a Subscriber calculated in the manner described in Section 7.2 of this Exchange Agreement, then upon payment, if any such payment is required, the issuance of such additional shares of Common Stock of the Company to  Subscriber will be deferred in whole or in part until such time as  Subscriber is able to beneficially own such Common Stock without exceeding the applicable maximum amount set forth calculated in the manner described in Section 7.2 of this Exchange Agreement and  Subscriber notifies the Company accordingly.

(b)           Waiver.  Provided no other person has a security that the conversion or purchase price is reduced as a result of the issuance of New Notes pursuant to this Exchange Agreement and solely in connection solely with the issuance of the New Notes pursuant to this Exchange Agreement, the Subscribers waives the “ratchet” adjustment on all securities of the Company beneficially owned by the Subscribers and directly or indirectly convertible into or exercisable for shares of Common Stock that would result from a claim that the issuance of New Notes pursuant to this Exchange Agreement or substantially similar and contemporaneous exchange agreements with other holders of Warrants represents a sale of Common Stock or Common Stock equivalents at a price lower than the conversion or exercise price on such securities.

11.           Miscellaneous.

(a)           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Attitude Drinks Inc., 712 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408, Attn: Roy Warren, CEO and President, facsimile: (561) 799-5039, with a copy by facsimile only to: ________, _______________, Attn: _____, Esq., facsimile: (___) ___-____, and (ii) if to the Subscribers, to: the address and fax number indicated on the Signature page hereto, with an additional copy by fax only to: Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

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 (b)           Entire Agreement; Assignment.  This Exchange Agreement and other documents delivered in connection herewith represent the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties.  Neither the Company nor the Subscribers has relied on any representations not contained or referred to in this Exchange Agreement and the documents delivered herewith.  No right or obligation of the Company shall be assigned without prior notice to and the written consent of the Subscribers.

(c)           Counterparts/Execution.  This Exchange Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.  This Exchange Agreement may be executed by facsimile signature and delivered by electronic transmission.

(d)           Law Governing this Exchange Agreement.  This Exchange Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws.  References in the Transaction Documents to laws, rules, regulations and forms shall also include successors to and functionally equivalent replacements of such laws, rules, regulations and forms.  A successor rule to Rule 144(b)(1)(i) shall include any rule that would be available to a non-Affiliate of the Company for the sale of Common Stock not subject to volume restrictions and after a six month holding period.  Any action brought by either party against the other concerning the transactions contemplated by this Exchange Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York.  The parties to this Exchange Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  The parties executing this Exchange Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Exchange Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.  Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Exchange Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Exchange Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

(e)           Specific Enforcement, Consent to Jurisdiction.  The Company and Subscribers acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Exchange Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent or cure breaches of the provisions of this Exchange Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.  Subject to Section 13(d) hereof, the Company and each Subscribers hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.  Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.

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(f)            Damages.  In the event the Subscribers is entitled to receive any liquidated or other damages pursuant to the Transactions Documents, the Subscribers may elect to receive the greater of actual damages or such liquidated damages.  In the event the Subscribers is granted rights under different sections of the Transaction Documents relating to the same subject matter or which may be exercised contemporaneously, or pursuant to which damages or remedies are different, Subscriber is granted the right in Subscriber’s absolute discretion to proceed under such section as Subscriber elects.

(g)           Calendar Days.  All references to “days” in the Transaction Documents shall mean calendar days unless otherwise stated.  The terms “business days” and “trading days” shall mean days that the New York Stock Exchange is open for trading for three or more hours.  Time periods shall be determined as if the relevant action, calculation or time period were occurring in New York City.  Any deadline that falls on a non-business day in any of the Transaction Documents shall be automatically extended to the next business day and interest, if any, shall be calculated and payable through such extended period.

(h)           Captions: Certain Definitions.  The captions of the various sections and paragraphs of this Exchange Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Exchange Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Exchange Agreement.

(i)             Severability.  In the event that any term or provision of this Exchange Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable law by an authority having jurisdiction and venue, that determination shall not impair or otherwise affect the validity, legality or enforceability: (i) by or before that authority of the remaining terms and provisions of this Exchange Agreement, which shall be enforced as if the unenforceable term or provision were deleted, or (ii) by or before any other authority of any of the terms and provisions of this Exchange Agreement.

(k)            Maximum Liability.  In no event shall the liability of the Subscribers or permitted successor hereunder or under any Transaction Document or other agreement delivered in connection herewith be greater in amount than the dollar amount of the net proceeds actually received by Subscribers or successor upon the sale of Conversion Shares.

[SIGNATURE PAGE TO FOLLOW]

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SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us.

ATTITUDE DRINKS, INC. a Delaware corporation
By:
	Name: Roy Warren
	Title: Chief Executive Officer
Dated:  February 21, 2013

SUBSCRIBER	Warrants being exchanged	New Notes
Name of Subscriber:   ______________________________________   Address: _______________________________   ______________________________________   Fax No.: ________________________________   Taxpayer ID# (if applicable): ________________   ______________________________________   (Signature)   By:

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LIST OF EXHIBITS AND SCHEDULES

Exhibit A                Form of New Note (see Exhibit (10)(101) for form of note

Exhibit B                 Form of Legal Opinion (not included)

Schedule 1             List of Subscribers

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SCHEDULE 1

SUBSCRIBER	WARRANTS BEING EXCHANGED		SHARES OF NEW NOTES
Alpha Capital Anstaldt		42,301,528	$	69,671
Whalehaven Capital Fun Limited		60,694,749	$	99,967
Monarch Capital Fund Ltd.		303,003	$	499
Smivel LLC		151,052	$	249
Centaurian Fund		511,509	$	842
Naomi Klissman		8,333,333	$	13,725
PHD Capital		3,973,510	$	6,545
Schlomo & Rochel Rifkind		21,336,317	$	35,142
David M. Lamplough		2,500,000	$	4,118
PSM Holdings		2,528,772	$	4,165
Emmy Cutler		1,250,000	$	2,059
J & N Invest LLC		24,238,411	$	39,922
Joe & Sue Maya		2,500,000	$	4,118
Linda R. Iennaco		1,986,755	$	3,272
Seth Farbman		4,155,629	$	6,845
Ramshead Holding Ltd.		9,486,755	$	15,625
Jody Eisenman		22,500,000	$	37,059
Louis Goldberg		2,500,000	$	4,118
Jan Veryke		1,250,000	$	2,059
Totals		212,501,323	$	350,000

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EX-10.101

EXHIBIT (10)(101)

FORM OF CONSOLIDATED CONVERTIBLE NOTE FOR BOTH SURRENDERED NOTES AND SURRENDERED WARRANTS

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $XXXXX (exchange of notes) + $XXXXX (exchange of warrants) for a total amount of $XXXXX  Issue Date: February 21, 2013

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (hereinafter called “Borrower”), hereby promises to pay to the order of XXXXXXX (the “Holder”), address at XXXXXXXX, without demand, the sum of $XXXXX Dollars ($XXXXX) (“Principal Amount”), with interest accruing thereon, on February 21, 2015(the “Maturity Date”), if not sooner paid or modified as permitted herein.

This Note has been entered into pursuant to the terms of an exchange agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Exchange Agreement”) for an aggregate Principal Amount of up to a maximum of $5,400,000.  Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Exchange Agreement.  The following terms shall apply to this Note:

ARTICLE I

GENERAL PROVISIONS

1.1           Interest Rate.  Interest on this Note shall accrue at the annual rate of four percent (4%).  Interest will be payable commencing on the last business day of the sixth (6th) month anniversary of the Issue Date and on the first day of each six months thereafter and on the Maturity Date, accelerated or otherwise, when the principal and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.  Interest will be payable in cash or Common Stock, at the election of the Holder, and subject to Section 2.1, with shares of Common Stock at a per share value equal to the applicable conversion price set forth in Section 2.1(b).  Holder shall give Company notice of its election five (5) business days before the interest payment is due.  If the Holder fails to make such selection, interest may be paid at the Company’s election in cash or Common Stock.  The Company may only elect to pay interest with Common Stock the extent such stock is immediately resellable pursuant to Rule 144 and to the extent such share issuance is not limited by transfer or volume restrictions and provided such payment in Common Stock would not cause the Holder to exceed the restrictions on ownership set forth in Section 2.3.

1.2           Payment Grace Period.  The Borrower shall not have any grace period to pay any monetary amounts due under this Note.  After the Maturity Date and during the pendency of an Event of Default, (as defined in Article IV) a default interest rate of twenty percent (20%) per annum shall be in effect.

1.3           Conversion Privileges.  The Conversion Rights set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default.  This Note shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with Article II hereof.

1.4           Pari Passu.  All payments made on this Note and the Other Notes and except as otherwise set forth herein all actions taken by the Borrower with respect to this Note and the Other Notes, including but not limited to mandatory conversion, shall be made and taken pari passu with respect to this Note and the Other Notes.

1.5           Miscellaneous.  Interest on this Note shall be calculated on the basis of a 365-day year and the actual number of days elapsed.  Principal and interest on this Note and other payments in connection with this Note shall be payable at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds without set-off, deduction or counterclaim.  Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment pursuant to the assignee’s instructions upon receipt of written notice thereof.

ARTICLE II

CONVERSION RIGHTS

The Holder shall have the right to convert the principal and any interest due under this Note into Shares of the Borrower’s Common Stock, $0.00001 par value per share (“Common Stock”) as set forth below.

2.1.           Conversion into the Borrower’s Common Stock.

(a)           The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion being a “Conversion Date”) into fully paid and non-assessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof, determined as provided herein.  Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing.  The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.  The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price.

(b)Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price”) per share shall 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 $0.02.

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(c)            The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.           Merger, Sale of Assets, etc.  If (A) the Borrower effects any merger or  consolidation of the Borrower with or into another entity, (B) the Borrower effects any sale of all or substantially all of its assets in one or a series of related transactions,  (C) any tender offer or exchange offer (whether by the Borrower or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (D) the Borrower consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Borrower), or (F) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a reverse merger)  (in any such case, a “Fundamental  Transaction”), this Note, as to the unpaid principal portion thereof and accrued interest thereon, if any, shall thereafter be deemed to evidence the right to convert into such number and kind of shares or other securities and property as would have been issuable or distributable on account of such Fundamental Transaction, upon or with respect to the securities subject to the conversion right immediately prior to such Fundamental Transaction.  The foregoing provision shall similarly apply to successive Fundamental Transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such Fundamental Transaction.

B.           Reclassification, etc.  If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

C.           Stock Splits, Combinations and Dividends.  If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(d)           Whenever the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower shall promptly, but not later than the fifth (5th) business day after the effectiveness of the adjustment, provide notice to the Holder setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.  Failure to provide the foregoing notice is an Event of Default under this Note.

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(e)           Subject to the Reservation Approval (as described in Section 9(w) of the Exchange Agreement), Borrower will reserve from its authorized and unissued Common Stock not less than an amount of Common Stock equal to 150% of the amount of shares of Common Stock issuable upon the full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.2           Method of Conversion.  This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Exchange Agreement.  Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid, upon surrender of the existing Note.

2.3.           Maximum Conversion.  The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date.  For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99%.  The Holder shall have the authority to determine whether the restriction contained in this Section 2.3 will limit any conversion hereunder and the extent such limitation applies and to which convertible or exercisable instrument or part thereof such limitation applies.  Holder may increase it ownership limitation to 9.99% upon 61 days notice to the Borrower.

2.4           Minimum Conversion.  Each Conversion submitted by a holder must be at least the lessor of (i) $10,000 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).

ARTICLE III

ACCELERATION AND REDEMPTION

3.1.           Redemption.  This Note may not be prepaid, converted, redeemed or called by the Borrower without the consent of the Holder except as described in this Note.

3.2.           Fundamental Transaction.  Upon the occurrence of a Fundamental Transaction, then in addition to the Holder’s rights described in Section 2.1(c)(A), until twenty (20) business days after the Borrower notifies the Holder of the occurrence of the Fundamental Transaction, the Holder may elect to accelerate the Maturity Date as of the date of the Fundamental Transaction and receive payment for the then outstanding Principal Amount, and any other amount owed to the Holder pursuant to the Transaction Documents.

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3.3.           Mandatory Conversion.  Provided that all of the shares of Common Stock issuable upon conversion of the entire outstanding Principal Amount and accrued interest may be transferred by the Holder without restrictive legends, are free-trading stock and not subject to further restrictions on transfer and further provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the one-time option with a thirty (30) day prior written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and interest into Common Stock at the Conversion Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first business day following thirty (30) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be equal to or greater than $0.01, each such trading day and during which Lookback Period, the average daily trading volume as reported by Bloomberg L.P. for the Principal Market is not less than 500,000 shares.  The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.”  The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note and interest which is subject to Mandatory Conversion.  The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the Lookback Period.  Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Exchange Agreement.  A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the 4.99% beneficial ownership limitation set forth in Section 2.3 of this Note.  Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default.  The trading volume and closing price set forth above will be equitably adjusted to offset the effect of stock splits, stock dividends and similar events.

3.4.           Optional Redemption of Principal Amount.  Provided an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default has not occurred, whether or not such Event of Default has been cured, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”).  Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”).  The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be at least thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”).  A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or subject to the previous sentence, for conversions initiated or made by the Holder during the Redemption Period.  On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.  A Notice of Redemption may not be given nor may the Borrower effectuate a Redemption without the consent of the Holder, if at any time during the Redemption Period an Event of Default, or an event which with the passage of time or giving of notice could become an Event of Default (whether or not such Event of Default has been cured), has occurred.  During the Optional Redemption Period, the Company must abide by all of its obligations to the Note Holder.

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ARTICLE IV

EVENT OF DEFAULT

The occurrence of any of the following events of default (“Event of Default”) occurring after Closing and not otherwise disclosed on the Exchange Agreement and schedules thereto, shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment or grace period, all of which hereby are expressly waived, except as set forth below:

4.1           Failure to Pay Principal or Interest.  The Borrower (i) fails to pay any installment of principal under this Note when due or (ii) fails to pay any interest or other sums due under this Note within three (3) days after such amounts are due.

4.2           Breach of Covenant.  The Borrower or any Subsidiary breaches any material covenant or other term or condition of the Exchange Agreement, Transaction Documents or this Note, except for a breach of payment, in any material respect and such breach, if subject to cure, continues for a period of ten (10) days after written notice to the Borrower from the Holder.

4.3           Breach of Representations and Warranties.  Any material representation or warranty of the Borrower made herein, in the Exchange Agreement, or the Transaction Documents shall be false or misleading in any material respect as of the date made and the Closing Date.

4.4           Liquidation.  Any dissolution, liquidation or winding up by Borrower or a Subsidiary of a substantial portion of their business.

4.5           Cessation of Operations.  Any cessation of operations by Borrower or a Subsidiary.

4.6           Maintenance of Assets.  The failure by Borrower or any Subsidiary to maintain any material intellectual property rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business (whether now or in the future) and such breach is not cured with fifteen (15) days after written notice to the Borrower from the Holder.

4.7           Receiver or Trustee.  The Borrower or any Subsidiary shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

4.8           Judgments.  Any money judgment, writ or similar final process shall be entered or made in a non-appealable adjudication against Borrower or any Subsidiary or any of its property or other assets for more than $250,000 in excess of the Borrower’s insurance coverage, unless stayed vacated or satisfied within thirty (30) days.

4.9           Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary.

4.10         Delisting.  An event resulting in the Common Stock no longer being quoted on the Over-The-Counter Bulletin Board (the “OTCBB”); failure to comply with the requirements for continued quotation on the OTCBB for a period of seven (7) consecutive trading days; or notification from the OTCBB that the Borrower is not in compliance with the conditions for such continued quotation and such non-compliance continues for seven (7) days following such notification.  Provided however it shall be an event of default if the Company remains fully reporting and the common stock is quoted on the Pink Sheets.

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4.11         Stop Trade.  An SEC or judicial stop trade order or OTCBB suspension that lasts for ten (10) or more consecutive trading days.

4.12         Failure to Deliver Common Stock or Replacement Note.  Borrower’s failures to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note, Sections 7 and 11 of the Exchange Agreement, and the Warrant or, if required, a replacement Note following a partial conversion.

4.13         Reservation Default.  Failure by the Borrower to have reserved for issuance upon conversion of the Note or upon exercise of the Warrants, the number of shares of Common Stock as required in the Exchange Agreement, this Note and the Warrants, and such failure continues for a period of thirty (30) business days.

4.14         Non-Registration Event.  The Borrower’s failure to materially comply with the registration obligations set forth in Section 9 of the Exchange Agreement.

4.15         Reverse Splits.  The Borrower effectuates a reverse split of its Common Stock without ten (10) days prior written notice to the Holder.

4.16         Event Described in Exchange Agreement.  The occurrence of an Event of Default as described in the Exchange Agreement or any other Transaction Document that, if susceptible to cure, is not cured during any designated cure period.

4.17         Notification Failure.  A failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms of this Note or any other Transaction Document.

4.18         Reservation Default.  A failure by Borrower to timely obtain the Reservation Approval (as described on Section 9(w) of the Exchange Agreement) and failure to timely have sufficient shares available for conversion of the Notes and exercise of the Warrants.

4.19         Cross Default.  Except as previously disclosed, a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder are parties which is not cured after any required notice and/or cure period.

4.20         Other Note Default.  The occurrence of an Event of Default under any Other Note.

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ARTICLE V

SECURITY INTEREST

5.           Security Interest/Waiver of Automatic Stay.  This Note is secured by a security interest granted to the Collateral Agent for the benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower to Holder.  The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder.  The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note.  The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel.

ARTICLE VI

MISCELLANEOUS

6.1           Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

6.2           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the first business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be: (i) if to the Borrower to: Attitude Drinks Inc., 712 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408, Attn: Roy Warren, CEO and President, facsimile: (561) 799-5039, with a copy by facsimile only to: ____________________, Attn: _________, Esq., facsimile: (___) ___-____, and (ii) if to the Holder, to the name, address and facsimile number set forth on the front page of this Note, with copies (which shall not constitute notice) by fax only to: Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

6.3           Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

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6.4           Assignability.  This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.  The Borrower may not assign its obligations under this Note.

6.5           Cost of Collection.  If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

6.6           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

6.7           Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum rate permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum rate permitted by applicable law, any payments in excess of such maximum rate shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

6.8           Non-Business Days.  Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

6.9           Facsimile Signature.  In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same force and effect as if such signature page were an original thereof.

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6.10         Shareholder Status.  The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note.  However, the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received after delivery by the Holder of a Conversion Notice to the Borrower.

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the 21st day of February, 2013.

ATTITUDE DRINKS, INC.
By:
	Name: Roy Warren
	Title: Chief Executive Officer

WITNESS:

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EXHIBIT A - NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by ATTITUDE DRINKS, INC. on February 21, 2013 into Shares of Common Stock of ATTITUDE DRINKS, INC. (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:____________________________________________________________________

Conversion Price:______________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 10% of the outstanding Common Stock of ATTITUDE DRINKS, INC.

Shares To Be Delivered:_________________________________________________________________

Signature:____________________________________________________________________________

Print Name:__________________________________________________________________________

Address:_____________________________________________________________________________

 ____________________________________________________________________________

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EX-10.102

EXHIBIT (10)(102)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS ERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $121,327 (exchange of notes fee) Issue Date: February 21, 2013

SECURED CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (hereinafter called “Borrower”), hereby promises to pay to the order of Alpha Capital Anstalt (the “Holder”), address at Pradafant 7, 9490 Furstentums, Vaduz, Lichenstein, Fax 011-42-32323196, without demand, the sum of One Hundred and Twenty-One thousand  and  Three Hundred and Twenty-seven Dollars ($121,327) (“Principal Amount”), with interest accruing thereon, on February 21, 2015(the “Maturity Date”), if not sooner paid or modified as permitted herein.

This Note has been entered into pursuant to the terms of an exchange agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Exchange Agreement”) for an aggregate Principal Amount of up to a maximum of $5,400,000.  This note is for consideration for Alpha’s work in assisting Atttude Drinks, Inc. with its recapitalization and extension and modifications of the Surrendered Notes.  Fee is based on 5% of the total amount owed on the Surrendered Notes held by Alpha. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Exchange Agreement.  The following terms shall apply to this Note:

ARTICLE I

GENERAL PROVISIONS

1.1           Interest Rate.  Interest on this Note shall accrue at the annual rate of four percent (4%).  Interest will be payable commencing on the last business day of the sixth (6th) month anniversary of the Issue Date and on the first day of each six months thereafter and on the Maturity Date, accelerated or otherwise, when the principal and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.  Interest will be payable in cash or Common Stock, at the election of the Holder, and subject to Section 2.1, with shares of Common Stock at a per share value equal to the applicable conversion price set forth in Section 2.1(b).  Holder shall give Company notice of its election five (5) business days before the interest payment is due.  If the Holder fails to make such selection, interest may be paid at the Company’s election in cash or Common Stock.  The Company may only elect to pay interest with Common Stock the extent such stock is immediately resellable pursuant to Rule 144 and to the extent such share issuance is not limited by transfer or volume restrictions and provided such payment in Common Stock would not cause the Holder to exceed the restrictions on ownership set forth in Section 2.3.

1.2           Payment Grace Period.  The Borrower shall not have any grace period to pay any monetary amounts due under this Note.  After the Maturity Date and during the pendency of an Event of Default, (as defined in Article IV) a default interest rate of twenty percent (20%) per annum shall be in effect.

1.3           Conversion Privileges.  The Conversion Rights set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default.  This Note shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with Article II hereof.

1.4           Pari Passu.  All payments made on this Note and the Other Notes and except as otherwise set forth herein all actions taken by the Borrower with respect to this Note and the Other Notes, including but not limited to mandatory conversion, shall be made and taken pari passu with respect to this Note and the Other Notes.

1.5           Miscellaneous.  Interest on this Note shall be calculated on the basis of a 365-day year and the actual number of days elapsed.  Principal and interest on this Note and other payments in connection with this Note shall be payable at the Holder’s offices as designated above in lawful money of the United States of America in immediately available funds without set-off, deduction or counterclaim.  Upon assignment of the interest of Holder in this Note, Borrower shall instead make its payment pursuant to the assignee’s instructions upon receipt of written notice thereof.

ARTICLE II

CONVERSION RIGHTS

The Holder shall have the right to convert the principal and any interest due under this Note into Shares of the Borrower’s Common Stock, $0.00001 par value per share (“Common Stock”) as set forth below.

2.1.           Conversion into the Borrower’s Common Stock.

(a)           The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued but unpaid interest, at the election of the Holder (the date of giving of such notice of conversion being a “Conversion Date”) into fully paid and non-assessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof, determined as provided herein.  Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing.  The Holder will not be required to surrender the Note to the Borrower until the Note has been fully converted or satisfied.  The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price.

(b)Subject to adjustment as provided in Section 2.1(c) hereof, the conversion price (“Conversion Price”) per share shall 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 $0.02.

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(c)            The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.           Merger, Sale of Assets, etc.  If (A) the Borrower effects any merger or  consolidation of the Borrower with or into another entity, (B) the Borrower effects any sale of all or substantially all of its assets in one or a series of related transactions,  (C) any tender offer or exchange offer (whether by the Borrower or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (D) the Borrower consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Borrower), or (F) the Borrower effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than a reverse merger)  (in any such case, a “Fundamental  Transaction”), this Note, as to the unpaid principal portion thereof and accrued interest thereon, if any, shall thereafter be deemed to evidence the right to convert into such number and kind of shares or other securities and property as would have been issuable or distributable on account of such Fundamental Transaction, upon or with respect to the securities subject to the conversion right immediately prior to such Fundamental Transaction.  The foregoing provision shall similarly apply to successive Fundamental Transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such Fundamental Transaction.

B.           Reclassification, etc.  If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

C.           Stock Splits, Combinations and Dividends.  If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(d)           Whenever the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower shall promptly, but not later than the fifth (5th) business day after the effectiveness of the adjustment, provide notice to the Holder setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.  Failure to provide the foregoing notice is an Event of Default under this Note.

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(e)           Subject to the Reservation Approval (as described in Section 9(w) of the Exchange Agreement), Borrower will reserve from its authorized and unissued Common Stock not less than an amount of Common Stock equal to 150% of the amount of shares of Common Stock issuable upon the full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.2           Method of Conversion.  This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Exchange Agreement.  Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid, upon surrender of the existing Note.

2.3.           Maximum Conversion.  The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date.  For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99%.  The Holder shall have the authority to determine whether the restriction contained in this Section 2.3 will limit any conversion hereunder and the extent such limitation applies and to which convertible or exercisable instrument or part thereof such limitation applies.  Holder may increase it ownership limitation to 9.99% upon 61 days notice to the Borrower.

2.4           Minimum Conversion.  Each Conversion submitted by a holder must be at least the lessor of (i) $10,000 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).

ARTICLE III

ACCELERATION AND REDEMPTION

3.1.           Redemption.  This Note may not be prepaid, converted, redeemed or called by the Borrower without the consent of the Holder except as described in this Note.

3.2.           Fundamental Transaction.  Upon the occurrence of a Fundamental Transaction, then in addition to the Holder’s rights described in Section 2.1(c)(A), until twenty (20) business days after the Borrower notifies the Holder of the occurrence of the Fundamental Transaction, the Holder may elect to accelerate the Maturity Date as of the date of the Fundamental Transaction and receive payment for the then outstanding Principal Amount, and any other amount owed to the Holder pursuant to the Transaction Documents.

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3.3.           Mandatory Conversion.  Provided that all of the shares of Common Stock issuable upon conversion of the entire outstanding Principal Amount and accrued interest may be transferred by the Holder without restrictive legends, are free-trading stock and not subject to further restrictions on transfer and further provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the one-time option with a thirty (30) day prior written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and interest into Common Stock at the Conversion Price then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first business day following thirty (30) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be equal to or greater than $0.01, each such trading day and during which Lookback Period, the average daily trading volume as reported by Bloomberg L.P. for the Principal Market is not less than 500,000 shares.  The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.”  The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note and interest which is subject to Mandatory Conversion.  The Borrower shall reduce the amount of Note principal and interest subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the Lookback Period.  Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in this Note and in the Exchange Agreement.  A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause the Holder to exceed the 4.99% beneficial ownership limitation set forth in Section 2.3 of this Note.  Failure by the Borrower to deliver the Common Stock issuable upon Mandatory Conversion on the Delivery Date will be a non-curable Event of Default.  The trading volume and closing price set forth above will be equitably adjusted to offset the effect of stock splits, stock dividends and similar events.

3.4.           Optional Redemption of Principal Amount.  Provided an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default has not occurred, whether or not such Event of Default has been cured, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”).  Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”).  The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be at least thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”).  A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or subject to the previous sentence, for conversions initiated or made by the Holder during the Redemption Period.  On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.  A Notice of Redemption may not be given nor may the Borrower effectuate a Redemption without the consent of the Holder, if at any time during the Redemption Period an Event of Default, or an event which with the passage of time or giving of notice could become an Event of Default (whether or not such Event of Default has been cured), has occurred.  During the Optional Redemption Period, the Company must abide by all of its obligations to the Note Holder.

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ARTICLE IV

EVENT OF DEFAULT

The occurrence of any of the following events of default (“Event of Default”) occurring after Closing and not otherwise disclosed on the Exchange Agreement and schedules thereto, shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment or grace period, all of which hereby are expressly waived, except as set forth below:

4.1           Failure to Pay Principal or Interest.  The Borrower (i) fails to pay any installment of principal under this Note when due or (ii) fails to pay any interest or other sums due under this Note within three (3) days after such amounts are due.

4.2           Breach of Covenant.  The Borrower or any Subsidiary breaches any material covenant or other term or condition of the Exchange Agreement, Transaction Documents or this Note, except for a breach of payment, in any material respect and such breach, if subject to cure, continues for a period of ten (10) days after written notice to the Borrower from the Holder.

4.3           Breach of Representations and Warranties.  Any material representation or warranty of the Borrower made herein, in the Exchange Agreement, or the Transaction Documents shall be false or misleading in any material respect as of the date made and the Closing Date.

4.4           Liquidation.  Any dissolution, liquidation or winding up by Borrower or a Subsidiary of a substantial portion of their business.

4.5           Cessation of Operations.  Any cessation of operations by Borrower or a Subsidiary.

4.6           Maintenance of Assets.  The failure by Borrower or any Subsidiary to maintain any material intellectual property rights, personal, real property, equipment, leases or other assets which are necessary to conduct its business (whether now or in the future) and such breach is not cured with fifteen (15) days after written notice to the Borrower from the Holder.

4.7           Receiver or Trustee.  The Borrower or any Subsidiary shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

4.8           Judgments.  Any money judgment, writ or similar final process shall be entered or made in a non-appealable adjudication against Borrower or any Subsidiary or any of its property or other assets for more than $250,000 in excess of the Borrower’s insurance coverage, unless stayed vacated or satisfied within thirty (30) days.

4.9           Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary.

4.10         Delisting.  An event resulting in the Common Stock no longer being quoted on the Over-The-Counter Bulletin Board (the “OTCBB”); failure to comply with the requirements for continued quotation on the OTCBB for a period of seven (7) consecutive trading days; or notification from the OTCBB that the Borrower is not in compliance with the conditions for such continued quotation and such non-compliance continues for seven (7) days following such notification.  Provided however it shall be an event of default if the Company remains fully reporting and the common stock is quoted on the Pink Sheets.

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4.11         Stop Trade.  An SEC or judicial stop trade order or OTCBB suspension that lasts for ten (10) or more consecutive trading days.

4.12         Failure to Deliver Common Stock or Replacement Note.  Borrower’s failures to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note, Sections 7 and 11 of the Exchange Agreement, and the Warrant or, if required, a replacement Note following a partial conversion.

4.13         Reservation Default.  Failure by the Borrower to have reserved for issuance upon conversion of the Note or upon exercise of the Warrants, the number of shares of Common Stock as required in the Exchange Agreement, this Note and the Warrants, and such failure continues for a period of thirty (30) business days.

4.14         Non-Registration Event.  The Borrower’s failure to materially comply with the registration obligations set forth in Section 9 of the Exchange Agreement.

4.15         Reverse Splits.  The Borrower effectuates a reverse split of its Common Stock without ten (10) days prior written notice to the Holder.

4.16         Event Described in Exchange Agreement.  The occurrence of an Event of Default as described in the Exchange Agreement or any other Transaction Document that, if susceptible to cure, is not cured during any designated cure period.

4.17         Notification Failure.  A failure by Borrower to notify Holder of any material event of which Borrower is obligated to notify Holder pursuant to the terms of this Note or any other Transaction Document.

4.18         Reservation Default.  A failure by Borrower to timely obtain the Reservation Approval (as described on Section 9(w) of the Exchange Agreement) and failure to timely have sufficient shares available for conversion of the Notes and exercise of the Warrants.

4.19         Cross Default.  Except as previously disclosed, a default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of an event of default under any such other agreement to which Borrower and Holder are parties which is not cured after any required notice and/or cure period.

4.20         Other Note Default.  The occurrence of an Event of Default under any Other Note.

7

ARTICLE V

SECURITY INTEREST

5.           Security Interest/Waiver of Automatic Stay.  This Note is secured by a security interest granted to the Collateral Agent for the benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower to Holder.  The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder.  The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note.  The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel.

ARTICLE VI

MISCELLANEOUS

6.1           Failure or Indulgence Not Waiver.  No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

6.2           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the first business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be: (i) if to the Borrower to: Attitude Drinks Inc., 712 U.S. Highway 1, Suite 200, North Palm Beach, Florida 33408, Attn: Roy Warren, CEO and President, facsimile: (561) 799-5039, with a copy by facsimile only to: ____________________, Attn: _________, Esq., facsimile: (___) ___-____, and (ii) if to the Holder, to the name, address and facsimile number set forth on the front page of this Note, with copies (which shall not constitute notice) by fax only to: Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

6.3           Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

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6.4           Assignability.  This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.  The Borrower may not assign its obligations under this Note.

6.5           Cost of Collection.  If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

6.6           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement must be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

6.7           Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum rate permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum rate permitted by applicable law, any payments in excess of such maximum rate shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

6.8           Non-Business Days.  Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

6.9           Facsimile Signature.  In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same force and effect as if such signature page were an original thereof.

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6.10         Shareholder Status.  The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note.  However, the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received after delivery by the Holder of a Conversion Notice to the Borrower.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the 21st day of February, 2013.

ATTITUDE DRINKS, INC.
By:	/s/ Roy Warren
	Name: Roy Warren
	Title: Chief Executive Officer

WITNESS:

/s/ Debra L. Lieblong

Debra L. Lieblong

11

 EXHIBIT A - NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by ATTITUDE DRINKS, INC. on February 21, 2013 into Shares of Common Stock of ATTITUDE DRINKS, INC. (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:____________________________________________________________________

Conversion Price:______________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 10% of the outstanding Common Stock of ATTITUDE DRINKS, INC.

Shares To Be Delivered:_________________________________________________________________

Signature:____________________________________________________________________________

Print Name:__________________________________________________________________________

Address:_____________________________________________________________________________

 ____________________________________________________________________________

13

EX-10.103

EXHIBIT (10)(103)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE AUGUST 31, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on AUGUST 31, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

3

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

4

Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

5

h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

6

9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: March 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

7

EX-10.104

EXHIBIT (10)(104)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE SEPTEMBER 30, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on SEPTEMBER 30, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

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The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

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In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

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Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

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h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

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9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: April 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

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EX-10.105

EXHIBIT (10)(105)

ASSIGNMENT AND ESCROW AGREEMENT

This Assignment and Escrow Agreement (the “Agreement”), dated as of April 9, 2013, is being entered into among Attitude Drinks, Inc., a Delaware corporation (the “Company”), Alpha Capital Anstalt (the “Assignor”), Southridge Partners II LP (the “Assignee”) and Grushko & Mittman, P.C. (the “Escrow Agent”).

WHEREAS, in connection with a Subscription Agreement dated March 30, 2009 the Company issued Assignor a note in the principal amount of $100,000 dated March 30, 2009 (the “Original Note”) ; and

WHEREAS, the Assignor desires to sell, assign, convey, and transfer to the Assignee and the Assignee desires to purchase from the Assignor the principal due on the Note (“Assigned Note Portion”) on the terms set forth in this Agreement;

WHEREAS, the Company agrees to reissue the Note in the name of the Assignee (the “Reissued Note”);

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1           The Closing.  Subject to the terms and conditions set forth in this Agreement, the Assignor shall sell, assign, convey, and transfer to the Assignee the Assigned Note Portion, for purchase price of $100,000.00 (the “Purchase Price”).  The closing of the purchase and sale of the Assigned Note Portion (the “Closing”) shall take place at the offices of Grushko & Mittman, P.C., within two business days of the Escrow Agent’s receipt of the entire Purchase Price, Note and Reissued Note.  The date of the Closing is hereinafter referred to as the “Closing Date.”  Prior to the Closing, the parties shall deliver or shall cause to be delivered the following to the Escrow Agent:

(A)            the Assignor shall deliver the Original Note;

(B)            the Assignee shall deliver the Purchase Price via wire transfer;

(C)            the Company shall deliver the Reissued Note.

1.2           Interest.  All interest accrued on the Original Note through the Closing Date shall be owned by Assignor.  All interest accrued after the Closing Date shall belong to the holders of the Reissued Note.

1.3           Grushko & Mittman, P.C., shall act as escrow agent in this transaction.  Grushko & Mittman, P.C. has previously represented the Assignor.  Grushko & Mittman, P.C. is representing the Assignor regarding this Agreement.  The Assignor, the Assignee and Company hereby acknowledge that they have been advised of the potential conflict of interest involved in the structure of this transaction and each acknowledges they have been given the opportunity to engage independent counsel of their own choice and waives any conflict that may arise from the structure of this transaction.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1           Representations and Warranties of the Assignor.  The Assignor hereby makes the following representations and warranties:

(A)           Authorization; Enforcement.  The Assignor has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the documents by the Assignor and the consummation by him of the transactions contemplated hereby have been duly authorized.  Each of the documents contemplated by this transaction has been duly executed by the Assignor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Assignor enforceable against the Assignor in accordance with its terms.

(B)           Ownership.  The Assignor has had continuous ownership of the Original Note since their respective issue dates, and is selling, assigning, conveying and transferring to the Assignee all of his right, title and interest to the Assigned Note Portion, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Assigned Note Portion shall vest in Assignee, free of all liens and other charges.

(C)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Assignor, nor the consummation by the Assignor of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Assignor, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Assignor or any of the Assignor’s properties or assets, the violation of which would have a material adverse effect upon the Assignor, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignor is a party or by which the Assignor or any of the Assignor’s properties or assets may be bound which would have a material adverse effect upon the Assignor except for the consent of the Company which is being given by the Company in Section 2.3(A) of this Agreement.

(D)           No Brokers.  Assignor has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transaction contemplated hereby.

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(E)           Affiliate Status.  Assignor is not, and for a period of at least ninety (90) days prior to the date hereof has not been, an “Affiliate” of the Company, as that term is defined in Rule 144 of the Securities Act of 1933.

2.2           Representations and Warranties of the Assignee.  The Assignee represents and warrants as follows:

(A)           Due Diligence.  The Assignee acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence it requires in order to satisfy itself to enter into this Agreement and perform its obligations hereunder.

(B)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Assignee, nor the consummation by the Assignee of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof or any other jurisdiction applicable to the Assignee, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof or any other jurisdiction applicable to the Assignee, or any judgment, order, writ, decree or injunction applicable to the Assignee or any of its properties or assets, the violation of which would have a material adverse effect upon the Assignee, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignee is a party or by which the Assignee or any of its properties or assets may be bound which would have a material adverse effect upon the Assignee.

(C)           The Assignee (i) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that the Assignee is capable of evaluating the merits and risks of an investment in the Company and the suitability thereof as an investment for the Assignee; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of the Assignor concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of the Assignee; (iv) is in a financial position to hold the Assigned Note Portion for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Company; and (v) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.

(D)           The Assignee is acquiring the Assigned Note Portion for investment for the Assignee’s own account and not with a view to, or for resale in connection with, any distribution thereof.

(E)           The Assignee understands that the Assigned Note Portion has not been registered under applicable state or federal securities laws, and is purchasing the Assigned Note Portion pursuant to an exemption from the registration requirements of the Securities Act.  The Assignee understands and acknowledges that the Assigned Note Portion is being acquired from the Assignor without the Company furnishing any information to the Assignee and that the Assignee has not had any communication with the Company or any officer, director, or representative thereof in connection with the transactions contemplated by this Agreement except as contained herein.

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(F)           The Assignee hereby agrees that the Company may insert the following or similar legend on the face of the Reissued Share Certificate, if required in compliance with the Securities Act or state securities laws:

“These securities have not been registered under the Securities Act of 1933, as amended (“Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available.”

(G)           No Brokers.  Assignee has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transaction contemplated hereby.

2.3           Consent, Representations and Warranties of the Company.  The Company hereby makes the following representations and warranties:

(A)           Consent. The Company consents to the Assignor’s sale, assignment, conveyance, and transfer of the Assigned Note Portion to the Assignee provided for herein.

(B)           Authorization; Enforcement.  The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the documents by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized.  Each of the documents contemplated by this transaction has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(C)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Company, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Company or any of the Company’s properties or assets, the violation of which would have a material adverse effect upon the Company, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of the Company’s properties or assets may be bound which would have a material adverse effect upon the Company.

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(D)          The Company agrees to indemnify and hold harmless the Assignor and Assignee and any of the thier officers, directors, employees, agents, and representatives for any action taken or omitted to be taken by the Assignor and Assignee or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, for any action taken by the Assignor and Assignee in good faith in furtherance of this Agreement.

(E)           The Company hereby represents and warrants that to its knowledge there are no defenses to the payment of the Note principal or any other sum that has or may accrue or be payable pursuant to the Note or the documents delivered together therewith or related thereto.

(F)           The Company represents that by a date no later than the issue date of the respective Original Note the Company had an accrued payment obligation to Assignor equal to the principal amount of the Original Note. The Company has no information that the Assignor did not have continuous and uninterrupted beneficial ownership of the Original Note since issue date of the respective Original Note through and including the date hereof.

(G)           The Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing an opinion of counsel confirming the rights of Assignee to sell shares of common stock issued to Assignee upon conversion of the Reissued Note pursuant to Rule 144 as promulgated by the SEC (“Rule 144"), as such Rule may be in effect from time to time. If the Company does not promptly provide an opinion from Company counsel, and so long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept an opinion of counsel to the Assignee which opinion will be issued at the Company’s expense.

(H)          The Company confirms that it has instructed its transfer agent to reserve at least 250,000,000 shares of its Common Stock for issuance to Assignee upon conversion of the Reissued Note.

(I)           The Company confirms that, upon consummation of the transaction contemplated hereby, Assignee will be entitled to all of the rights held by Assignor in the Assigned Note Potion as if Assignee had been a holder of the Note, all of which, to the best knowledge of the Company, remain in full force and effect as of the date hereof.  To the best knowledge of the Company, no payments have been made to Assignor on account of any such rights and Assignor has not, directly or indirectly, waived or relinquished any of such rights.  In furtherance of the foregoing and not in limitation thereof, the Company acknowledges that no liquidated damages have accrued with respect to the Note, and all other provisions of the Note remain in full force and effect.

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ARTICLE III

RELEASE OF ESCROW

3.1.           Release of Escrow.  Subject to the provisions of Section 4.2, the Escrow Agent shall release the Purchase Price, the Note and the Reissued Note as follows:

(A)           On the Closing Date, the Escrow Agent will simultaneously release the Original Note to the Company, the Reissued Note to the Assignor and Assignee, and the Purchase Price to the Assignor.

(B)           Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions (the “Joint Instructions”) signed by each of the Assignor, the Assignee, and the Company, it shall deliver the Purchase Price, the Note and the Reissued Note  in accordance with the terms of the Joint Instructions.

(C)           Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Purchase Price, the Note and the Reissued Note in accordance with the Court Order.  Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

3.2.           Acknowledgement of Parties; Disputes.  The Parties acknowledge that the only terms and conditions upon which the Purchase Price, the Note and the Reissued Note are to be released are set forth in Sections 3 and 4 of this Agreement.  Each of the Assignor, the assignee, and the Company reaffirms his or its respective agreement to abide by the terms and conditions of this Agreement with respect to the release of the Purchase Price, the Note and the Reissued Note.  Any dispute with respect to the release of the Purchase Price, the Note and the Reissued Note, shall be resolved pursuant to Section 4.2 or by agreement among the Assignor, the Assignee, and the Company.

ARTICLE IV

CONCERNING THE ESCROW AGENT

4.1.           Duties and Responsibilities of the Escrow Agent.  The Escrow Agent’s duties and responsibilities shall be subject to the following terms and conditions:

(A)           Each of the Assignor, the Assignee, and the Company acknowledges and agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any of the Assignor, the Assignee, and the Company is entitled to receipt of the Purchase Price, the Note and the Reissued Note pursuant to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the securities and funds held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel.

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(B)           Each of the Assignor, the Assignee, and the Company acknowledges that the Escrow Agent is acting solely as a stakeholder at the request of the Assignor and the Assignee and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement.  TheAssignor and the Assignee, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Escrow Agent’s part committed in its capacity as the Escrow Agent under this Agreement.  The Escrow Agent shall owe a duty only to the Assignor, the Assignee, and the Company under this Agreement and to no other person.

(C)           The Assignor and the Assignee, jointly and severally, agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder.

(D)           The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to all of the Assignor, the Assignee, and the Company.  Prior to the effective date of the resignation as specified in such notice, the Assignor, the Assignee, and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Purchase Price, the Note and the Reissued Note to a substitute Escrow Agent selected by the Assignee, the Assignor, and the Company.  If no successor Escrow Agent is named by the Assignor, the Assignee, and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Purchase Price, the Note and the Reissued Note with the clerk of any such court.

(E)           The Escrow Agent does not have and will not have any interest in the Purchase Price, the Note and the Reissued Note, but is serving only as escrow agent, having only possession thereof.  The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement.

(F)           This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.

(G)           The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

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4.2.           Dispute Resolution: Judgments.  Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions:

(A)           If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Purchase Price, the Note and the Reissued Note, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Purchase Price, the Note and the Reissued Note pending receipt of a Joint Instruction from the Assignor, the Assignee, and the Company or (ii) deposit the Purchase Price, the Note and the Reissued Note with any court of competent jurisdiction in the State of New York, in which event the Escrow Agent shall give written notice thereof to all of the Assignor, the Assignee, and the Company and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement.  The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings which relate to the Purchase Price, the Note and the Reissued Note.  The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute, or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel.

(B)           The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order directing delivery of any or all of the Purchase Price, the Note and the Reissued Note.  In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to the Assignor, the Assignee, or the Company or to any other person, firm, corporation or entity by reason of such compliance.

ARTICLE V

GENERAL MATTERS

5.1.           Termination.  This escrow shall terminate upon the release of the Purchase Price, the Note and the Reissued Note or at any time upon the agreement in writing of the Assignor, the Assignees, and the Company.

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5.2.           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:

(a)           If to the Assignor, to:

Alpha Capital Anstalt

Pradafant 7

9490 Furstentums, Vaduz

Lichtenstein

Fax: 011-42-32323196

(b)           If to the Assignee, to:

Southridge Partners II LP

90 Grove Street, Ste 206

Ridgefield CT 06877

Fax: (203) 431-8301

(c)           If to the Escrow Agent, to:

Grushko & Mittman, P.C.

551 Fifth Avenue, Suite 1601

New York, New York 10176

Fax:  (212) 697–3575

Attn:  Eliezer Drew

(d)           If to the Company:

Attitude Drinks Inc.

10415 Riverside Drive, Suite 101

Palm Beach Gardens, FL 33410

Fax: (561) 799–5039

Attn: Roy Warren

or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.2.

5.3.           Assignment; Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

5.4.           Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

5.5.           Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.

5.6.           Agreement.  Each of the undersigned states that he or it has read the foregoing Agreement and understands and agrees to it.

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5.7.           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  If any party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed by the party determined not to have prevailed for his or its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.8.           Survival.  The representations, warranties, agreements and covenants contained herein shall survive the Closing.

5.9.           No Waiver.  The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right.  No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.

5.10.         Construction.  The article and section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

5.11.         Further Assurances.  Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by any other party to carry out the provisions and purposes of this Agreement.

5.12.         Capitalized Terms.  Unless otherwise defined, all capitalized terms used herein shall have the meanings as defined in the Subscription Agreement.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Escrow Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ALPHA CAPITAL ANSTALT	SOUTHRIDGE PARTNERS II LP
“Assignor”	“Assignee”
/s/ Konrad Ackerman	/s/ Stephen Hicks
By: Konrad Ackerman	By: Southridge Advisors LLC
Its: Director	Its: GP
ATTITUDE DRINKS, INC.	ESCROW AGENT:
“Company”
/s/ Roy Warren	/s/ Grushko & Mittan, P.C.
By: Roy Warren	GRUSHKO & MITTMAN, P.C.
Its: CEO

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EXHIBIT A

COPY OF NOTE

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. "

Principal Amount $100,000.00 Original Issue Date: March 30, 2009

Purchase Price: $90,000.00 Reissued Date: April 9, 2013

SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (hereinafter called "Borrower"), hereby promises to pay to SOUTHRIDGE PARTNERS II LP, 90 Grove Street, Suite 206, Ridgefield CT 06877 Fax: (203) 431-8301 (the "Holder") or order, without demand, the sum of One Hundred Thousand Dollars ($100,000.00), with interest accruing thereon, on December 30, 2009 (the “Maturity Date”), if not retired sooner.

This Note was originally issued to Alpha Capital Anstalt.  On April 9, 2013 Alpha assigned the note principal to the Holder.  The Maker agreed to reissue the Note to the Holder.

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement.  Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.  The following terms shall apply to this Note:

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ARTICLE I

GENERAL PROVISIONS

1.1           Interest Rate.   Interest payable on this Note shall accrue at the annual rate of twelve percent (12%) and be payable on the Maturity Date, accelerated or otherwise, when the principal and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.

1.2           Payment Grace Period.  The Borrower shall have a five (5) day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of twenty percent (20%) per annum.

1.3           Conversion Privileges.  The Conversion Privileges set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default.  The Note shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with Article II hereof; provided, that if an Event of Default has occurred, the Borrower may not pay this Note, without the consent of the Holder, until one year after the later of the date the Event of Default has been cured or one year after the Maturity Date.

ARTICLE II

CONVERSION RIGHTS

The Holder shall have the right to convert the principal and any interest due under this Note into Shares of the Borrower's Common Stock, $.001 par value per share (“Common Stock”) as set forth below.

2.1.          Conversion into the Borrower's Common Stock.

(a)           The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued interest, at the election of the Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein.  Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing.  At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date.  The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price.

(b)           Subject to adjustment as provided in Section 2.1(c) hereof, the fixed conversion price per share shall be equal to 80% 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 date preceding a Conversion Date, but in no event greater than $0.05 (“Conversion Price”).

(c)            The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.           Merger, Sale of Assets, etc.  If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance.  The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

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B.           Reclassification, etc.  If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

C.           Stock Splits, Combinations and Dividends.  If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event..

D.           Share Issuance.   If at any time while this Note is outstanding, the Borrower shall agree to or issue (the “Lower Price Issuance”) any shares of Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price, then the Conversion Price shall automatically be reduced to such other Lower Price Issuance.  For purposes of the adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock (other than Excepted Issuances) shall result in the adjustment of the Conversion Price where such right to convert is at a price lower than the applicable Conversion Price.  Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock.  The reduction of the Conversion Price described in this paragraph is in addition to the other rights of the Holder described in the Subscription Agreement.

(d)           Whenever the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

(e)           During the period the conversion right exists, Borrower will reserve from its authorized and unissued Common Stock not less than an amount of Common Stock equal to 150% of the amount of shares of Common Stock issuable upon the full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.2           Method of Conversion.  This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Subscription Agreement.  Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

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2.3.           Maximum Conversion.  The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date.  For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99%.  The Holder shall have the authority and obligation to determine whether the restriction contained in this Section 2.3 will limit any conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Notes are convertible shall be the responsibility and obligation of the Holder.  The Holder may waive the conversion limitation described in this Section 2.3, in whole or in part, upon and effective after 61 days prior written notice to the Borrower to increase such percentage to up to 9.99%.

2.4.           Mandatory Conversion.  Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion.  Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement.  A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

2.5.           Reservation.   On or before May 30, 2009, Borrower will reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

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2.6.           Optional Redemption of Principal Amount.   Provided an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default has not occurred, whether or not such Event of Default has been cured, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”).  Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”).  The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be at least thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”).  A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or subject to the previous sentence, for conversions initiated or made by the Holder during the Redemption Period.  On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.  A Notice of Redemption may not be given nor may the Borrower effectuate a Redemption without the consent of the Holder, if at any time during the Redemption Period an Event of Default, or an event which with the passage of time or giving of notice could become an Event of Default (whether or not such Event of Default has been cured), has occurred.  During the Optional Redemption Period, the Company must abide by all of its obligations to the Note Holder.

ARTICLE III

EVENT OF DEFAULT

The occurrence of any of the following events of default ("Event of Default") shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

3.1           Failure to Pay Principal or Interest.  The Borrower fails to pay any installment of principal, interest or other sum due under this Note when due.

3.2           Breach of Covenant.  The Borrower breaches any material covenant or other term or condition of the Subscription Agreement, Transaction Documents or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

3.3           Breach of Representations and Warranties.  Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, Transaction Documents, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

3.4           Receiver or Trustee.  The Borrower or any Subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

3.5           Judgments.  Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of forty-five (45) days.

3.6           Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary of Borrower and if instituted against them are not dismissed within 45 days of initiation.

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3.7           Delisting.   Delisting of the Common Stock from any Principal Market; failure to comply with the requirements for continued listing on a Principal Market for a period of seven (7) consecutive trading days; or notification from a Principal Market that the Borrower is not in compliance with the conditions for such continued listing on such Principal Market.

3.8           Non-Payment.   A default by the Borrower under any one or more obligations in an aggregate monetary amount in excess of $100,000 for more than twenty days after the due date, unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less than one-half of the contested amount.

3.9           Stop Trade.  An SEC or judicial stop trade order or Principal Market trading suspension that lasts for five or more consecutive trading days.

3.10         Failure to Deliver Common Stock or Replacement Note.  Borrower's failure to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note and Sections 7 and 11 of the Subscription Agreement, or, if required, a replacement Note.

3.11         Reservation Default. Failure by the Borrower to have reserved for issuance upon conversion of the Note the amount of Common stock as set forth in this Note, and the Subscription Agreement.

3.12         Financial Statement Restatement.  The restatement of any financial statements filed by the Borrower with the Securities and Exchange Commission for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect.

3.13         Other Note Default.  The occurrence of any Event of Default under any other Note between Borrower and Holder.

3.14         Cross Default.  A default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of a material event of default under any such other agreement to which Borrower and Holder are parties which is not cured after any required notice and/or cure period.

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ARTICLE IV

SECURITY INTEREST

4.          Security Interest/Waiver of Automatic Stay. This Note is secured by a security interest granted to the Collateral Agent for the benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower to Holder.  The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder.  The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel.

ARTICLE V

MISCELLANEOUS

5.1           Failure or Indulgence Not Waiver.  No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be: (i) if to the Borrower to: Attitude Drinks Inc., 10415 Riverside Drive, Suite 101, Palm Beach Gardens, FL 33410, Attn: Roy Warren, CEO and President, telecopier: (561) 799-5039, with a copy by telecopier only to: Weed & Co., LLP, 4695 MacArthur Court, Suite 1430, Newport Beach, CA 92660, Attn: Rick Weed, Esq., telecopier number: (949) 475-9087, and (ii) if to the Holder, to the name, address and telecopy number set forth on the front page of this Note, with a copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575.

5.3           Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4           Assignability.  This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

18

5.5           Cost of Collection.  If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

5.6           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York, including, but not limited to, New York statutes of limitations.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

5.7           Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

5.8.          Construction.   Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party

against the other.

5.9           Redemption.  This Note may not be redeemed or called without the consent of the Holder except as described in this Note or the Subscription Agreement.

5.10         Shareholder Status.  The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note.  However, the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received after delivery by the Holder of a Conversion Notice to the Borrower.

5.11         Non-Business Days.   Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

19

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the 9th day of April, 2013.

	ATTITUDE DRINKS INC.
	By:	/s/ Roy G. Warren
	Name:	Roy G. Warren
	Title:	President & CEO
WITNESS:
/s/ Debra L. Lieblong Debra L. Lieblong

20

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note originally issued by Attitude Drinks Inc. on March 30, 2009 into Shares of Common Stock of Attitude Drinks Inc. (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:____________________________________________________________________

Conversion Price:______________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of Attitude Drinks Inc. ___________________________________________

Shares To Be Delivered:_________________________________________________________________

Signature:____________________________________________________________________________

Print Name:__________________________________________________________________________

Address:_____________________________________________________________________________

   ____________________________________________________________________________

21

EX-10.108

EXHIBIT (10)(108)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE OCTOBER 31, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on OCTOBER 31, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

3

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

4

Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

5

h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

6

9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: May 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

7

EX-10.109

EXHIBIT (10)(109)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE NOVEMBER 30, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on NOVEMBER 30, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

3

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

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Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

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h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

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9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: June 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

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EX-10.110

EXHIBIT (10)(110)

ALLONGE NO. 9 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 9 to Secured Note (“Allonge”) is made as of this 5th day of June, 2013, by Attitude Drinks Inc., a Delaware corporation (“Borrower”) to Alpha Capital Anstalt (“Lender”).  Reference is hereby made to that certain Secured Note issued by Borrower to Lender dated February 22, 2012 (“Note”).  Except as amended hereby, the terms of the Note remain as originally stated.

The Principal Amount as stated on the face of the Note shall be increased to $1,284,500.00 ($175,000 – Principal Amount of Note dated February 22, 2012) + ($75,000.00 – Allonge #1 dated on or about 8/22/12) + ($150,000 – Allonge #2 dated on or about 10/15/12) + ($135,000 – Allonge #3 dated on or about 11/9/12) + ($165,000 – Allonge #4 dated on or about 12/6/12) + ($165,000 – Allonge #5 dated on or about 1/13/12) + ($220,000 – Allonge #6 dated on or about 1/14/13) + ($40,000 – Allonge #7 on or about February 15, 2013) + ($71,500 – Allonge #8 on or about 4/11/13) and + ($88,000 – Allonge #9 hereto).   The amendment to the Principal Amount due and owing on the Note described herein notwithstanding, Lender does not waive interest that may have accrued at a default rate of interest and liquidated damages, if any, that may have accrued on the Note through the date of this Allonge, which default interest and liquidated damages, if any, remain outstanding and payable.

IN WITNESS WHEREOF, this Allonge is executed as of the date written above.

ATTITUDE DRINKS INC.
By:	/s/ Roy G. Warren
	Name:  Roy G. Warren
	Title:   President & CEO

EX-10.111

EXHIBIT (10)(111)

ASSIGNMENT AND ESCROW AGREEMENT

This Assignment and Escrow Agreement (the “Agreement”), dated as of June 5, 2013, is being entered into among Attitude Drinks, Inc., a Delaware corporation (the “Company”), Alpha Capital Anstalt (the “Assignor”), Southridge Partners II LP (the “Assignee”) and Grushko & Mittman, P.C. (the “Escrow Agent”).

WHEREAS, in connection with a Subscription Agreement dated March 30, 2009 the Company issued Assignor a note in the principal amount of $100,000 dated March 30, 2009 (the “Original Note”); and

WHEREAS, subsequent to the issuance of the Original Note, the Company issued to Alpha an allonge in July of 2009 increasing the principal amount of the Note of which $80,556 remains owing to Alpha (the “July Allonge”); and

WHEREAS, subsequent to the issuance of the July Allonge, the Company issued to Alpha an allonge in October of 2009 increasing the principal amount of the Note by $27,778 which remains owing to Alpha (the “October Allonge”); and

WHEREAS, the Assignor desires to sell, assign, convey, and transfer to the Assignee and the Assignee desires to purchase from the Assignor the principal due on the July Allonge and $19,444 of the amounts due on the October Allonge (“Assigned Note Portion”) on the terms set forth in this Agreement;

WHEREAS, the Company agrees to reissue the Assigned Note Portion in the name of the Assignee (the “Reissued Note”);

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE

1.1           The Closing.  Subject to the terms and conditions set forth in this Agreement, the Assignor shall sell, assign, convey, and transfer to the Assignee the Assigned Note Portion, for purchase price of $100,000.00 (the “Purchase Price”).  The closing of the purchase and sale of the Assigned Note Portion (the “Closing”) shall take place at the offices of Grushko & Mittman, P.C., within two business days of the Escrow Agent’s receipt of the entire Purchase Price, Note and Reissued Note.  The date of the Closing is hereinafter referred to as the “Closing Date.”  Prior to the Closing, the parties shall deliver or shall cause to be delivered the following to the Escrow Agent:

(A)           the Assignee shall deliver the Purchase Price via wire transfer;

(B)            the Company shall deliver the Reissued Note.

1.2           Interest.  All interest accrued on the Assigned Note Portion through the Closing Date shall be owned by Assignor.  All interest accrued after the Closing Date shall belong to the holders of the Reissued Note.

1.3           Grushko & Mittman, P.C., shall act as escrow agent in this transaction.  Grushko & Mittman, P.C. has previously represented the Assignor.  Grushko & Mittman, P.C. is representing the Assignor regarding this Agreement.  The Assignor, the Assignee and Company hereby acknowledge that they have been advised of the potential conflict of interest involved in the structure of this transaction and each acknowledges they have been given the opportunity to engage independent counsel of their own choice and waives any conflict that may arise from the structure of this transaction.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1           Representations and Warranties of the Assignor.  The Assignor hereby makes the following representations and warranties:

(A)           Authorization; Enforcement.  The Assignor has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the documents by the Assignor and the consummation by him of the transactions contemplated hereby have been duly authorized.  Each of the documents contemplated by this transaction has been duly executed by the Assignor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Assignor enforceable against the Assignor in accordance with its terms.

(B)           Ownership.  The Assignor has had continuous ownership of the Original Note since their respective issue dates, and is selling, assigning, conveying and transferring to the Assignee all of his right, title and interest to the Assigned Note Portion, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Assigned Note Portion shall vest in Assignee, free of all liens and other charges.

(C)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Assignor, nor the consummation by the Assignor of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Assignor, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Assignor or any of the Assignor’s properties or assets, the violation of which would have a material adverse effect upon the Assignor, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignor is a party or by which the Assignor or any of the Assignor’s properties or assets may be bound which would have a material adverse effect upon the Assignor except for the consent of the Company which is being given by the Company in Section 2.3(A) of this Agreement.

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(D)           No Brokers.  Assignor has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transaction contemplated hereby.

(E)           Affiliate Status.  Assignor is not, and for a period of at least ninety (90) days prior to the date hereof has not been, an “Affiliate” of the Company, as that term is defined in Rule 144 of the Securities Act of 1933.

2.2           Representations and Warranties of the Assignee.  The Assignee represents and warrants as follows:

(A)           Due Diligence.  The Assignee acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence it requires in order to satisfy itself to enter into this Agreement and perform its obligations hereunder.

(B)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Assignee, nor the consummation by the Assignee of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof or any other jurisdiction applicable to the Assignee, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof or any other jurisdiction applicable to the Assignee, or any judgment, order, writ, decree or injunction applicable to the Assignee or any of its properties or assets, the violation of which would have a material adverse effect upon the Assignee, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Assignee is a party or by which the Assignee or any of its properties or assets may be bound which would have a material adverse effect upon the Assignee.

(C)           The Assignee (i) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that the Assignee is capable of evaluating the merits and risks of an investment in the Company and the suitability thereof as an investment for the Assignee; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of the Assignor concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of the Assignee; (iv) is in a financial position to hold the Assigned Note Portion for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Company; and (v) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.

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(D)           The Assignee is acquiring the Assigned Note Portion for investment for the Assignee’s own account and not with a view to, or for resale in connection with, any distribution thereof.

(E)           The Assignee understands that the Assigned Note Portion has not been registered under applicable state or federal securities laws, and is purchasing the Assigned Note Portion pursuant to an exemption from the registration requirements of the Securities Act.  The Assignee understands and acknowledges that the Assigned Note Portion is being acquired from the Assignor without the Company furnishing any information to the Assignee and that the Assignee has not had any communication with the Company or any officer, director, or representative thereof in connection with the transactions contemplated by this Agreement except as contained herein.

(F)           The Assignee hereby agrees that the Company may insert the following or similar legend on the face of the Reissued Share Certificate, if required in compliance with the Securities Act or state securities laws:

“These securities have not been registered under the Securities Act of 1933, as amended (“Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available.”

(G)           No Brokers.  Assignee has taken no action which would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transaction contemplated hereby.

2.3           Consent, Representations and Warranties of the Company.  The Company hereby makes the following representations and warranties:

(A)           Consent. The Company consents to the Assignor’s sale, assignment, conveyance, and transfer of the Assigned Note Portion to the Assignee provided for herein.

(B)           Authorization; Enforcement.  The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder.  The execution and delivery of each of the documents by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized.  Each of the documents contemplated by this transaction has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(C)           No Consents, Approvals, Violations or Breaches.  Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Company, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Company or any of the Company’s properties or assets, the violation of which would have a material adverse effect upon the Company, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of the Company’s properties or assets may be bound which would have a material adverse effect upon the Company.

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(D)          The Company agrees to indemnify and hold harmless the Assignor and Assignee and any of the thier officers, directors, employees, agents, and representatives for any action taken or omitted to be taken by the Assignor and Assignee or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, for any action taken by the Assignor and Assignee in good faith in furtherance of this Agreement.

(E)           The Company hereby represents and warrants that to its knowledge there are no defenses to the payment of the Note principal or any other sum that has or may accrue or be payable pursuant to the Note or the documents delivered together therewith or related thereto.

(F)           The Company represents that by a date no later than the issue date of the respective Original Note the Company had an accrued payment obligation to Assignor equal to the principal amount of the Original Note. The Company has no information that the Assignor did not have continuous and uninterrupted beneficial ownership of the Original Note since issue date of the respective Original Note through and including the date hereof.

(G)           The Company acknowledges that it will take all reasonable steps necessary or appropriate, including providing an opinion of counsel confirming the rights of Assignee to sell shares of common stock issued to Assignee upon conversion of the Reissued Note pursuant to Rule 144 as promulgated by the SEC (“Rule 144"), as such Rule may be in effect from time to time. If the Company does not promptly provide an opinion from Company counsel, and so long as the requested sale may be made pursuant to Rule 144, the Company agrees to accept an opinion of counsel to the Assignee which opinion will be issued at the Company’s expense.

(H)          The Company confirms that it has instructed its transfer agent to reserve at least 250,000,000 shares of its Common Stock for issuance to Assignee upon conversion of the Reissued Note.

(I)           The Company confirms that, upon consummation of the transaction contemplated hereby, Assignee will be entitled to all of the rights held by Assignor in the Assigned Note Potion as if Assignee had been a holder of the Note, all of which, to the best knowledge of the Company, remain in full force and effect as of the date hereof.  To the best knowledge of the Company, no payments have been made to Assignor on account of any such rights and Assignor has not, directly or indirectly, waived or relinquished any of such rights.  In furtherance of the foregoing and not in limitation thereof, the Company acknowledges that no liquidated damages have accrued with respect to the Note, and all other provisions of the Note remain in full force and effect.

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ARTICLE III

RELEASE OF ESCROW

3.1.           Release of Escrow.  Subject to the provisions of Section 4.2, the Escrow Agent shall release the Purchase Price, the Note and the Reissued Note as follows:

(A)           On the Closing Date, the Escrow Agent will simultaneously release the Reissued Note to the Assignee, and the Purchase Price to the Assignor.

(B)           Notwithstanding the above, upon receipt by the Escrow Agent of joint written instructions (the “Joint Instructions”) signed by each of the Assignor, the Assignee, and the Company, it shall deliver the Purchase Price, the Note and the Reissued Note  in accordance with the terms of the Joint Instructions.

(C)           Notwithstanding the above, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Purchase Price, the Note and the Reissued Note in accordance with the Court Order.  Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

3.2.           Acknowledgement of Parties; Disputes.  The Parties acknowledge that the only terms and conditions upon which the Purchase Price, the Note and the Reissued Note are to be released are set forth in Sections 3 and 4 of this Agreement.  Each of the Assignor, the assignee, and the Company reaffirms his or its respective agreement to abide by the terms and conditions of this Agreement with respect to the release of the Purchase Price, the Note and the Reissued Note.  Any dispute with respect to the release of the Purchase Price, the Note and the Reissued Note, shall be resolved pursuant to Section 4.2 or by agreement among the Assignor, the Assignee, and the Company.

ARTICLE IV

CONCERNING THE ESCROW AGENT

4.1.           Duties and Responsibilities of the Escrow Agent.  The Escrow Agent’s duties and responsibilities shall be subject to the following terms and conditions:

(A)           Each of the Assignor, the Assignee, and the Company acknowledges and agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any of the Assignor, the Assignee, and the Company is entitled to receipt of the Purchase Price, the Note and the Reissued Note pursuant to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the securities and funds held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel.

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(B)           Each of the Assignor, the Assignee, and the Company acknowledges that the Escrow Agent is acting solely as a stakeholder at the request of the Assignor and the Assignee and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement.  TheAssignor and the Assignee, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Escrow Agent’s part committed in its capacity as the Escrow Agent under this Agreement.  The Escrow Agent shall owe a duty only to the Assignor, the Assignee, and the Company under this Agreement and to no other person.

(C)           The Assignor and the Assignee, jointly and severally, agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder.

(D)           The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to all of the Assignor, the Assignee, and the Company.  Prior to the effective date of the resignation as specified in such notice, the Assignor, the Assignee, and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Purchase Price, the Note and the Reissued Note to a substitute Escrow Agent selected by the Assignee, the Assignor, and the Company.  If no successor Escrow Agent is named by the Assignor, the Assignee, and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Purchase Price, the Note and the Reissued Note with the clerk of any such court.

(E)           The Escrow Agent does not have and will not have any interest in the Purchase Price, the Note and the Reissued Note, but is serving only as escrow agent, having only possession thereof.  The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement.

(F)           This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement.

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(G)           The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

4.2.           Dispute Resolution: Judgments.  Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions:

(A)           If any dispute shall arise with respect to the delivery, ownership, right of possession or disposition of the Purchase Price, the Note and the Reissued Note, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to (i) refrain from taking any action other than to continue to hold the Purchase Price, the Note and the Reissued Note pending receipt of a Joint Instruction from the Assignor, the Assignee, and the Company or (ii) deposit the Purchase Price, the Note and the Reissued Note with any court of competent jurisdiction in the State of New York, in which event the Escrow Agent shall give written notice thereof to all of the Assignor, the Assignee, and the Company and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement.  The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings which relate to the Purchase Price, the Note and the Reissued Note.  The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute, or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel.

(B)           The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order directing delivery of any or all of the Purchase Price, the Note and the Reissued Note.  In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to the Assignor, the Assignee, or the Company or to any other person, firm, corporation or entity by reason of such compliance.

ARTICLE V

GENERAL MATTERS

5.1.           Termination.  This escrow shall terminate upon the release of the Purchase Price, the Note and the Reissued Note or at any time upon the agreement in writing of the Assignor, the Assignees, and the Company.

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5.2.           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:

(a)           If to the Assignor, to:

Alpha Capital Anstalt

Pradafant 7

9490 Furstentums, Vaduz

Lichtenstein

Fax: 011-42-32323196

(b)           If to the Assignee, to:

Southridge Partners II LP

90 Grove Street, Ste 206

Ridgefield CT 06877

Fax: (203) 431-8301

(c)           If to the Escrow Agent, to:

Grushko & Mittman, P.C.

551 Fifth Avenue, Suite 1601

New York, New York 10176

Fax:  (212) 697–3575

Attn:  Eliezer Drew

(d)           If to the Company:

Attitude Drinks Inc.

712 U.S. One, Suite. 200

North Palm Beach, FL 33408

Fax: (561) 799–5039

Attn: Roy Warren

or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.2.

5.3.           Assignment; Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

5.4.           Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

5.5.           Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by facsimile transmission and delivered by facsimile transmission.

5.6.           Agreement.  Each of the undersigned states that he or it has read the foregoing Agreement and understands and agrees to it.

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5.7.           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York County, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  If any party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed by the party determined not to have prevailed for his or its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

5.8.           Survival.  The representations, warranties, agreements and covenants contained herein shall survive the Closing.

5.9.           No Waiver.  The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right.  No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.

5.10.         Construction.  The article and section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

5.11.         Further Assurances.  Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by any other party to carry out the provisions and purposes of this Agreement.

5.12.         Capitalized Terms.  Unless otherwise defined, all capitalized terms used herein shall have the meanings as defined in the Subscription Agreement.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Escrow Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

ALPHA CAPITAL ANSTALT	SOUTHRIDGE PARTNERS II LP
“Assignor”	“Assignee”
/s/ Konrad Ackerman	/s/ Stephen Hicks
By: Konrad Ackerman	By: Southridge Advisors LLC
Its: Director	Its: GP
ATTITUDE DRINKS, INC.	ESCROW AGENT:
“Company”
/s/ Roy Warren	/s/ Grushko & Mittman, P.C.
By: Roy Warren	GRUSHKO & MITTMAN, P.C.
Its: CEO

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EXHIBIT A

COPY OF NOTE

"NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. "

Principal Amount $100,000.00 Reissue Date: June 5, 2013

SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (hereinafter called "Borrower"), hereby promises to pay to SOUTHRIDGE PARTNERS II LP, 90 Grove Street, Suite 206, Ridgefield CT 06877 Fax: (203) 431-8301 (the "Holder") or order, without demand, the sum of One Hundred Thousand Dollars ($100,000.00), with interest accruing thereon, on December 30, 2009 (the “Maturity Date”), if not retired sooner.

This Note was originally issued to Alpha Capital Anstalt in 2009 as two allonges to a note issued in 2009.  On June 5, 2013 Alpha assigned the note principal to the Holder.  The Maker agreed to reissue the Note to the Holder.

This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement.  Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement.  The following terms shall apply to this Note:

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ARTICLE I

GENERAL PROVISIONS

1.1           Interest Rate.   Interest payable on this Note shall accrue at the annual rate of twelve percent (12%) and be payable on the Maturity Date, accelerated or otherwise, when the principal and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.

1.2           Payment Grace Period.  The Borrower shall have a five (5) day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of twenty percent (20%) per annum.

1.3           Conversion Privileges.  The Conversion Privileges set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default.  The Note shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with Article II hereof; provided, that if an Event of Default has occurred, the Borrower may not pay this Note, without the consent of the Holder, until one year after the later of the date the Event of Default has been cured or one year after the Maturity Date.

ARTICLE II

CONVERSION RIGHTS

The Holder shall have the right to convert the principal and any interest due under this Note into Shares of the Borrower's Common Stock, $.001 par value per share (“Common Stock”) as set forth below.

2.1.          Conversion into the Borrower's Common Stock.

(a)           The Holder shall have the right from and after the date of the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and accrued interest, at the election of the Holder (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein.  Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto as Exhibit A, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing.  At the election of the Holder, the Borrower will deliver accrued but unpaid interest on the Note, if any, through the Conversion Date directly to the Holder on or before the Delivery Date.  The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note and interest, if any, to be converted, by the Conversion Price.

(b)           Subject to adjustment as provided in Section 2.1(c) hereof, the fixed conversion price per share shall be $.05 (“Fixed Conversion Price”) and after all of the occurrence of an Event of Default, the giving of written notice by Holder to Borrower of such occurrence and upon an actual conversion under this Note, the per share conversion price shall be the lesser of (i) the Fixed Conversion Price, or (ii) 80% 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 the Fixed Conversion Price (such actual conversion price being the “Conversion Price”).

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(c)            The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

A.           Merger, Sale of Assets, etc.  If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance.  The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser.  Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

B.           Reclassification, etc.  If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

C.           Stock Splits, Combinations and Dividends.  If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event..

D.           Share Issuance.   If at any time while this Note is outstanding, the Borrower shall agree to or issue (the “Lower Price Issuance”) any shares of Common Stock or securities convertible into or exercisable directly or indirectly for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price, then the Conversion Price shall automatically be reduced to such other Lower Price Issuance.  For purposes of the adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock (other than Excepted Issuances) shall result in the adjustment of the Conversion Price where such right to convert is at a price lower than the applicable Conversion Price.  Common Stock issued or issuable by the Borrower for no consideration will be deemed issuable or to have been issued for $0.001 per share of Common Stock.  The reduction of the Conversion Price described in this paragraph is in addition to the other rights of the Holder described in the Subscription Agreement.

(d)           Whenever the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

(e)           During the period the conversion right exists, Borrower will reserve from its authorized and unissued Common Stock not less than an amount of Common Stock equal to 150% of the amount of shares of Common Stock issuable upon the full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

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2.2           Method of Conversion.  This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Subscription Agreement.  Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

2.3.           Maximum Conversion.  The Holder shall not be entitled to convert on a Conversion Date that amount of the Note in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on a Conversion Date, (ii) any Common Stock issuable in connection with the unconverted portion of the Note, and (iii) the number of shares of Common Stock issuable upon the conversion of the Note with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Borrower on such Conversion Date.  For the purposes of the provision to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate conversions of 4.99%.  The Holder shall have the authority and obligation to determine whether the restriction contained in this Section 2.3 will limit any conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Notes are convertible shall be the responsibility and obligation of the Holder.  The Holder may waive the conversion limitation described in this Section 2.3, in whole or in part, upon and effective after 61 days prior written notice to the Borrower to increase such percentage to up to 9.99%.

2.4.           Mandatory Conversion.  Provided an Event of Default or an event which with the passage of time or giving of notice could become an Event of Default has not occurred, then, until the Maturity Date, the Borrower will have the option by written notice to the Holder (“Notice of Mandatory Conversion”) of compelling the Holder to convert all or a portion of the outstanding and unpaid principal of the Note and accrued interest, thereon, into Common Stock at fifty percent (50%) of the Conversion Price, as adjusted, then in affect (“Mandatory Conversion”). The Notice of Mandatory Conversion, which notice must be given on the first day following twenty (20) consecutive trading days (“Lookback Period”) during which the closing price for the Common Stock as reported by Bloomberg, LP for the Principal Market shall be greater than Five Dollars ($5.00) each such trading day and during which twenty (20) trading days, the daily trading volume as reported by Bloomberg L.P. for the Principal Market is greater than 100,000 shares. The date the Notice of Mandatory Conversion is given is the “Mandatory Conversion Date.” The Notice of Mandatory Conversion shall specify the aggregate principal amount of the Note which is subject to Mandatory Conversion.  Mandatory Conversion Notices must be given proportionately to all Holders of Notes. The Borrower shall reduce the amount of Note principal subject to a Notice of Mandatory Conversion by the amount of Note Principal and interest for which the Holder had delivered a Notice of Conversion to the Borrower during the twenty (20) trading days preceding the Mandatory Conversion Date. Each Mandatory Conversion Date shall be a deemed Conversion Date and the Borrower will be required to deliver the Common Stock issuable pursuant to a Mandatory Conversion Notice in the same manner and time period as described in the Subscription Agreement.  A Notice of Mandatory Conversion may be given only in connection with an amount of Common Stock which would not cause a Holder to exceed the 4.99% (or if increased, 9.99%) beneficial ownership limitation set forth in Section 2.3 of this Note.

2.5.           Reservation.   On or before May 30, 2009, Borrower will reserve from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon full conversion of this Note.  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

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2.6.           Optional Redemption of Principal Amount.   Provided an Event of Default or an event which with the passage of time or the giving of notice could become an Event of Default has not occurred, whether or not such Event of Default has been cured, the Borrower will have the option of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or in part, by paying to the Holder a sum of money equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note or any Transaction Document through the Redemption Payment Date as defined below (the “Redemption Amount”).  Borrower’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”).  The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be at least thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”).  A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount for which the Holder has previously delivered an election to convert, or subject to the previous sentence, for conversions initiated or made by the Holder during the Redemption Period.  On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to deliver another Notice of Redemption, and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default.  A Notice of Redemption may not be given nor may the Borrower effectuate a Redemption without the consent of the Holder, if at any time during the Redemption Period an Event of Default, or an event which with the passage of time or giving of notice could become an Event of Default (whether or not such Event of Default has been cured), has occurred.  During the Optional Redemption Period, the Company must abide by all of its obligations to the Note Holder.

ARTICLE III

EVENT OF DEFAULT

The occurrence of any of the following events of default ("Event of Default") shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

3.1           Failure to Pay Principal or Interest.  The Borrower fails to pay any installment of principal, interest or other sum due under this Note when due.

3.2           Breach of Covenant.  The Borrower breaches any material covenant or other term or condition of the Subscription Agreement, Transaction Documents or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

3.3           Breach of Representations and Warranties.  Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, Transaction Documents, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the Closing Date.

3.4           Receiver or Trustee.  The Borrower or any Subsidiary of Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.

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3.5           Judgments.  Any money judgment, writ or similar final process shall be entered or filed against Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of forty-five (45) days.

3.6           Bankruptcy.  Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower or any Subsidiary of Borrower and if instituted against them are not dismissed within 45 days of initiation.

3.7           Delisting.   Delisting of the Common Stock from any Principal Market; failure to comply with the requirements for continued listing on a Principal Market for a period of seven (7) consecutive trading days; or notification from a Principal Market that the Borrower is not in compliance with the conditions for such continued listing on such Principal Market.

3.8           Non-Payment.   A default by the Borrower under any one or more obligations in an aggregate monetary amount in excess of $100,000 for more than twenty days after the due date, unless the Borrower is contesting the validity of such obligation in good faith and has segregated cash funds equal to not less than one-half of the contested amount.

3.9           Stop Trade.  An SEC or judicial stop trade order or Principal Market trading suspension that lasts for five or more consecutive trading days.

3.10         Failure to Deliver Common Stock or Replacement Note.  Borrower's failure to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note and Sections 7 and 11 of the Subscription Agreement, or, if required, a replacement Note.

3.11         Reservation Default.  Failure by the Borrower to have reserved for issuance upon conversion of the Note the amount of Common stock as set forth in this Note, and the Subscription Agreement.

3.12         Financial Statement Restatement.  The restatement of any financial statements filed by the Borrower with the Securities and Exchange Commission for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statements, have constituted a Material Adverse Effect.

3.13         Other Note Default.  The occurrence of any Event of Default under any other Note between Borrower and Holder.

3.14         Cross Default.  A default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of a material event of default under any such other agreement to which Borrower and Holder are parties which is not cured after any required notice and/or cure period.

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ARTICLE IV

SECURITY INTEREST

4.         Security Interest/Waiver of Automatic Stay.  This Note is secured by a security interest granted to the Collateral Agent for the benefit of the Holder pursuant to a Security Agreement, as delivered by Borrower to Holder.  The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Security Agreement) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under the Transaction Documents and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW.  The Borrower hereby consents to any motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder.  The Borrower represents, acknowledges and agrees that this provision is a specific and material aspect of the Loan Documents, and that the Holder would not agree to the terms of the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any person acting on behalf of the Holder has made any representations to induce this waiver, that the Borrower has been represented (or has had the opportunity to he represented) in the signing of this Note and the Loan Documents and in the making of this waiver by independent legal counsel selected by the Borrower and that the Borrower has discussed this waiver with counsel.

ARTICLE V

MISCELLANEOUS

5.1           Failure or Indulgence Not Waiver.  No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.  All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2           Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be: (i) if to the Borrower to: Attitude Drinks Inc., 712 U.S. One, Suite. 200, North Palm Beach, FL 33408, Attn: Roy Warren, CEO and President, telecopier: (561) 799-5039, with a copy by telecopier only to: Weed & Co., LLP, 4695 MacArthur Court, Suite 1430, Newport Beach, CA 92660, Attn: Rick Weed, Esq., telecopier number: (949) 475-9087, and (ii) if to the Holder, to the name, address and telecopy number set forth on the front page of this Note, with a copy by telecopier only to Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575.

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5.3           Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4           Assignability.  This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

5.5           Cost of Collection.  If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

5.6           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of New York, including, but not limited to, New York statutes of limitations.  Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state courts of New York or in the federal courts located in the State and county of New York.  Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower's obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other decision in favor of the Holder.  This Note shall be deemed an unconditional obligation of Borrower for the payment of money and, without limitation to any other remedies of Holder, may be enforced against Borrower by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought.  For purposes of such rule or statute, any other document or agreement to which Holder and Borrower are parties or which Borrower delivered to Holder, which may be convenient or necessary to determine Holder’s rights hereunder or Borrower’s obligations to Holder are deemed a part of this Note, whether or not such other document or agreement was delivered together herewith or was executed apart from this Note.

5.7           Maximum Payments.  Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law.  In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

5.8.          Construction.   Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party

against the other.

5.9           Redemption.  This Note may not be redeemed or called without the consent of the Holder except as described in this Note or the Subscription Agreement.

5.10         Shareholder Status.  The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note.  However, the Holder will have the rights of a shareholder of the Borrower with respect to the Shares of Common Stock to be received after delivery by the Holder of a Conversion Notice to the Borrower.

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5.11         Non-Business Days.   Whenever any payment or any action to be made shall be due on a Saturday, Sunday or a public holiday under the laws of the State of New York, such payment may be due or action shall be required on the next succeeding business day and, for such payment, such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

[REST OF THIS PAGE LEFT INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the 5th day of June, 2013.

	ATTITUDE DRINKS INC.
	By:	/s/ Roy G. Warren
	Name:	Roy G. Warren
	Title:	President & CEO
WITNESS:
/s/ Debra L. Lieblong Debra L. Lieblong

21

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by Attitude Drinks Inc. on June 5, 2013 into Shares of Common Stock of Attitude Drinks Inc. (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:____________________________________________________________________

Conversion Price:______________________________________________________________________

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less than 5% of the outstanding Common Stock of Attitude Drinks Inc. ___________________________________________

Shares To Be Delivered:_________________________________________________________________

Signature:____________________________________________________________________________

Print Name:__________________________________________________________________________

Address:_____________________________________________________________________________

   ____________________________________________________________________________

22

EX-10.112

EXHIBIT (10)(112)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No. _______________ US $37,000.00

ATTITUDE DRINKS, INC.

PROMISSORY NOTE DUE DECEMBER 7, 2013

FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (the "Company")  the Company promises to pay to JEFFREY STEIN, the registered holder hereof (the "Holder"), the principal sum of Thirty Seven Thousand and 00/100 Dollars (US $37,000.00) on December 7, 2013 (the “Maturity Date”). The principal of this Note is payable in United States dollars, at the address of the Holder. The Company will pay the outstanding principal amount of this Note in cash on or before the Maturity Date to the Holder. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by seventy five percent (75%) (the “Conversion Price”). “Current Market Price” means the lowest closing bid price 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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

1

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof. No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number (561) 799-5039, ATTN: Tommy Kee, Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. (“Delivery Date”)

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where “No. Business Days Late” refers to the number of business days which is beyond three (3)) business days after the Delivery Date):1

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$	100
2	$	200
3	$	300
4	$	400
5	$	500
6	$	600
7	$	700
8	$	800
9	$	900
10	$	1,000
>10	$1,000 + $200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder’s remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company’s reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company’s reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a “Converting Holder”) purchases, in an arm’s-length open market transaction or otherwise, shares of Common Stock (the “Covering Shares”) in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the “Sold Shares”), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a “Buy-In”), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The “Buy-In Adjustment Amount” is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company’s Transfer Agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

3

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the “Bankruptcy Code”). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of such holder’s conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.This Note shall be governed by and construed in accordance with the laws of the State of New York. Each of the parties consents to the jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions. Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.The following shall constitute an "Event of Default":

a.   The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

4

b.   Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.   The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.   The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.   The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.   A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.   Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

h.   Any money judgment, writ or warrant of attachment, or similar process in excess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

5

i.   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or

j.   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law.

8. The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

6

9. Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: June 7, 2013

ATTITUDE DRINKS, INC.
By:	/s/ RoyWarren
	Roy Warren
	Title:  President and CEO

ATTESTOR
By:	/s/ Debra L.Lieblong
	Debra L. Lieblong

7

EX-10.113

EXHIBIT (10)(113)

ALLONGE NO. 10 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 10 to Secured Note (“Allonge”) is made as of this 21th day of June, 2013, by Attitude Drinks Inc., a Delaware corporation (“Borrower”) to Alpha Capital Anstalt (“Lender”).  Reference is hereby made to that certain Secured Note issued by Borrower to Lender dated February 22, 2012 (“Note”).  Except as amended hereby, the terms of the Note remain as originally stated.

The Principal Amount as stated on the face of the Note shall be increased to $1,372,500.00 ($175,000 – Principal Amount of Note dated February 22, 2012) + ($75,000.00 – Allonge #1 dated on or about 8/22/12) + ($150,000 – Allonge #2 dated on or about 10/15/12) + ($135,000 – Allonge #3 dated on or about 11/9/12) + ($165,000 – Allonge #4 dated on or about 12/6/12) + ($165,000 – Allonge #5 dated on or about 1/13/12) + ($220,000 – Allonge #6 dated on or about 1/14/13) + ($40,000 – Allonge #7 on or about February 15, 2013) + ($71,500 – Allonge #8 on or about 4/11/13) + ($88,000 – Allonge #9 hereto) + ($88,000 – Allonge #10 hereto).   The amendment to the Principal Amount due and owing on the Note described herein notwithstanding, Lender does not waive interest that may have accrued at a default rate of interest and liquidated damages, if any, that may have accrued on the Note through the date of this Allonge, which default interest and liquidated damages, if any, remain outstanding and payable.

IN WITNESS WHEREOF, this Allonge is executed as of the date written above.

ATTITUDE DRINKS INC.
By:	/s/ Roy G. Warren
	Name:  Roy G. Warren
	Title:  President and CEO

EX-10.114

EXHIBIT (10)(114)

NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

No.  US $25,000.00

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE DECEMBER 31, 2013

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 10415 Riverside Drive, Ste 101, Palm Beach Gardens, FL 33410 (the "Company") designated as its Note, pursuant to the Consulting Agreement entered into by the Company and the Holder as of July 19, 2012.

FOR VALUE RECEIVED, the Company promises to pay to SOUTHRIDGE PARTNERS II, LP, the registered holder hereof (the "Holder"), the principal sum of twenty five thousand and 00/100 Dollars (US $25,000.00) on DECEMBER 31, 2013 (the "Maturity Date"). The principal of this Note is payable at the option of the Holder at any time after the Maturity Date, in shares of the Company's common stock, $.001 par value per share ("Common Stock") as set forth below, or in United States dollars, at the address last appearing on the Note Register of the Company as designated in writing by the Holder. The Company will pay the outstanding principal amount of this Note in cash on the Maturity Date to the registered holder of this Note. The forwarding of such wire transfer shall constitute a payment hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer plus any amounts so deducted.

This Note is subject to the following additional provisions:

1.          The Note is issuable in denominations of Ten Thousand Dollars (US$10,000) and integral multiples thereof, provided that the number of shares to be issued upon conversion is a minimum of 3,000 (unless if at the time of election to convert the number of shares of Common Stock issuable upon conversion is less than 3,000). The Note is exchangeable for an equal aggregate principal amount of Note 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.

2.         The Holder of this Note is entitled any time after the Maturity Date, subject to the following provisions, to convert all or a portion of the principal amount of this Note into shares of Common Stock at a conversion price for each share of Common Stock equal to the Current Market Price multiplied by eighty percent (80%) (the "Conversion Price"). "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 (as defined below). The amount of shares issuable pursuant to a conversion shall equal the principal amount (or portion thereof) of the Note to be converted, divided by the Conversion Price.

Conversion shall be effectuated by surrendering the Note to the Company, accompanied by or preceded by facsimile or other delivery to the Company of the form of conversion notice attached hereto as Exhibit A, executed by the Holder evidencing such Holder's intention to convert a specified portion hereof No fractional shares of Common Stock or scrip representing fractions of shares will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which notice of conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes or otherwise delivers the conversion notice ("Notice of Conversion"), substantially in the form annexed hereto as Exhibit A, duly executed, to the Company. Facsimile delivery of the Notice of Conversion shall be accepted by the Company at facsimile number ) ATTN: Chief Financial Officer. Certificates representing Common Stock upon conversion will be delivered within three (3) business days from the Conversion Date. ("Delivery Date")

The Company understands that a delay in the issuance of the Shares of Common Stock beyond the Delivery Date (as defined in this Section) could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay late payments to the Holder for late issuance of Shares upon Conversion, unless the delay is due to causes beyond the reasonable control of the Company or the Transfer Agent, in accordance with the following schedule (where "No. Business Days Late" refers to the number of business days which is beyond three (3)) business days after the Delivery Date):

No. Business Days Late	Late Payment For Each $10,000 of Note Principal or Interest Amount Being Converted
1	$100
2	$200
3	$300
4	$400
5	$500
6	$600
7	$700
8	$800
9	$900
10	$1,000
>10	$1,000+$200 for each Business Day Late beyond 10 days

2

The Company shall pay any payments incurred under this Section in immediately available funds upon demand as the Holder's remedy for such delay. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock by close of business on the Delivery Date, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; provided, however, that an amount equal to any payments contemplated by this Section which have accrued through the date of such revocation notice shall remain due and owing to the Converting Holder notwithstanding such revocation.

If, by the relevant Delivery Date, the Company fails, unless such failure is due to causes beyond the Company's reasonable control or that of its Transfer Agent, for any reason to deliver the Shares to be issued upon conversion of the Note and after such Delivery Date, the Holder of the Note being converted (a "Converting Holder") purchases, in an arm's-length open market transaction or otherwise, shares of Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Converting Holder (the "Sold Shares"), which delivery such Converting Holder anticipated to make using the Shares to be issued upon such conversion (a "Buy-In"), the Converting Holder shall have the right, to require the Company to pay to the Converting Holder, in addition to and not in lieu of the amounts due hereunder (but in addition to all other amounts contemplated in other provisions of the Transaction Agreements, and not in lieu of any such other amounts), the Buy-In Adjustment Amount (as defined below). The "Buy-hi Adjustment Amount" is the amount equal to the excess, if any, of (x) the Converting Holder's total purchase price (including brokerage commissions, if any) for the Covering Shares over (y) the net proceeds (after brokerage commissions, if any) received by the Converting Holder from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Company in immediately available funds immediately upon demand by the Converting Holder. By way of illustration and not in limitation of the foregoing, if the Converting Holder purchases shares of Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-1n with respect to shares of Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which Company will be required to pay to the Converting Holder will be $1,000.

3

In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Company's Transfer Agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Holder and its compliance with the provisions contained in this paragraph, so long as the certificates therefore do not bear a legend and the Holder thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

The Holder of the Note shall be entitled to exercise its conversion privilege with respect to the Note notwithstanding the commencement of any case under 11 U.S.C. §101 et seq. (the "Bankruptcy Code"). In the event the Company is a debtor under the Bankruptcy Code, the Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U. S .C. §362 in respect of such holder's conversion privilege. The Company hereby waives, to the fullest extent permitted, any rights to relief it may have under 11 U.S.C. §362 in respect of the conversion of the Note.

3.          This Note has been issued subject to investment representations of the original purchaser hereof and may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended (the "Act"), and other applicable state and foreign securities laws. In the event of any proposed transfer of this Note, the Company may require, prior to issuance of a new Note in the name of such other person, that it receive reasonable transfer documentation including legal opinions that the issuance of the Note in such other name does not and will not cause a violation of the Act or any applicable state or foreign securities laws. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

4.          No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct obligation of the Company.

5.          The Holder of the Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the shares of Common Stock issuable upon conversion thereof except under circumstances which will not result in a violation of the Act or any applicable state Blue Sky or foreign laws or similar laws relating to the sale of securities.

6.          This Note shall be governed by and construed in accordance with the laws of the State of Connecticut. Each of the parties consents to the jurisdiction of the federal or state courts whose districts encompass any part of the State of Connecticut in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non coveniens, to the bringing of any such proceeding in such jurisdictions.

4

Each of the parties hereby waives the right to a trial by jury in connection with any dispute arising under this Note.

7.          The following shall constitute an "Event of Default":

a.  The Company shall default in the payment of principal and interest on this Note and same shall continue for a period of five (5) days; or

b.  Any of the representations or warranties made by the Company herein, in any certificate or financial or other written statements heretofore or hereafter furnished by the Company in connection with the execution and delivery of this Note shall be false or misleading in any material respect at the time made; or

c.  The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of any Note and such failure shall continue uncured for a period of thirty (30) days after written notice from the Holder of such failure; or

d.  The Company fails to authorize or to cause its Transfer Agent to issue shares of Common Stock upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, fails to transfer or to cause its Transfer Agent to transfer any certificate for shares of Common Stock issued to the Holder upon conversion of this Note and when required by this Note, and such transfer is otherwise lawful, or fails to remove any restrictive legend on any certificate or fails to cause its Transfer Agent to remove such restricted legend, in each case where such removal is lawful, as and when required by this Note, the Agreement, and any such failure shall continue uncured for ten (10) business days; or

e.  The Company shall (1) admit in writing its inability to pay its debts generally as they mature; (2) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (3) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; or

f.  A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

g.  Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company and shall not be dismissed within sixty (60) days thereafter; or

5

h.  Any money judgment, writ or warrant of attachment, or similar process inexcess of Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of sixty (60) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or   Bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within sixty (60) days after such institution or the Company shall by any action or answer approve of; consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in any such proceeding; or   The Company shall have its Common Stock suspended or delisted from an exchange or over-the-counter market from trading for in excess of five trading days.

Then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holders sole discretion, the Holder may consider all obligations under this Note immediately due and payable within five (5) days of notice, without presentment, demand, protest or notice of any kinds, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately enforce any and all of the Holders rights and remedies provided herein or any other rights or remedies afforded by law.

8.          The Holder may not convert this Note to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 9.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof; the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the principal amount of Note are convertible shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a principal amount of Note that would result in the issuance of in excess of the permitted amount hereunder, without regard to any other shares that the Holder or its affiliates may beneficially own, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted on such Conversion Date and, at the option of the Holder, either retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

6

9.           Nothing contained in this Note shall be construed as conferring upon the Holder the right to vote or to receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders or any rights whatsoever as a shareholder of the Company, unless and to the extent converted in accordance with the terms hereof.

IN WITNES S WHEREOF, the Company has caused this instrument to be duly executed by an officer thereunto duly authorized.

Dated: July 1, 2013

		ATTITUDE DRINKS INCORPORATED
		/s/ Roy G. Warren
		By:  Roy G. Warren
		Title:  President and CEO
ATTESTOR
By:	/s/ Debra L. Lieblong
Name:	Debra L. Lieblong

7

EX-10.115

EXHIBIT (10)(115)

DEBT AMENDMENT

Southridge Partners II LP (the “Holder”) is the holder of outstanding promissory notes issued by Attitude Drinks Incorporated (the “Company”), as outlined in Schedule A (attached), in the aggregate principal amount of $50,000.00 (the “Notes”).

The Holder and the Company now desire to amend certain provisions of the Notes as follows: (a) the Holder hereby assigns the Notes to SC Advisors Inc., and (b) the Maturity Dates of the Notes shall be extended to December 31, 2014.

This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of the law principles thereof.

This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

Dated:  July 1, 2013

Attitude Drinks Incorporated		Southridge Partners II LP
By:	/s/ Roy G. Warren	By:	/s/ Steve Hicks
Title:	Roy G. Warren	Title:	Steve Hicks
	President & CEO		CEO

Schedule A

		Original	New
	Original	Maturity	Maturity	Orignal
New Holder	Issue Date	Date	Date	Principal
SC Advisors Inc.	12/1/2012	5/31/2013	12/31/2014	$	25,000
SC Advisors Inc.	1/1/2013	6/30/2013	12/31/2014	$	25,000

DEBT AMENDMENT

SC Advisors Inc. (the “Holder”) is the holder of outstanding promissory notes issued by Attitude Drinks Incorporated (the “Company”), as outlined in Schedule A (attached), in the aggregate principal amount of $150,000.00 (the “Notes”).

The Holder and the Company now desire to amend certain provisions of the Notes as follows: the Maturity Dates of the Notes shall be extended to December 31, 2014.

This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of the law principles thereof.

This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.

Dated:  July 1, 2013

Attitude Drinks Incorporated		SC Advisors Inc.
By:	/s/ Roy G. Warren	By:	/s/ Steve Hicks
Title:	Roy G. Warren	Title:	Steve Hicks
	President & CEO		CEO

Schedule A

		Original	New
	Original	Maturity	Maturity	Orignal
New Holder	Issue Date	Date	Date	Principal
SC Advisors Inc.	2/1/2013	7/31/2013	12/31/2014	$	25,000
SC Advisors Inc.	3/1/2013	8/31/2013	12/31/2014	$	25,000
SC Advisors Inc.	4/1/2013	9/30/2013	12/31/2014	$	25,000
SC Advisors Inc.	5/1/2013	10/31/2013	12/31/2014	$	25,000
SC Advisors Inc.	6/1/2013	11/30/2013	12/31/2014	$	25,000
SC Advisors Inc.	7/1/2013	12/31/2013	12/31/2014	$	25,000

EX-31.1

Exhibit 31.1(i)

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Roy G. Warren, certify that:

(1) I have reviewed this annual report on Form 10-K of Attitude Drinks Incorporated.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Roy G. Warren

Roy G. Warren

President and Chief Executive Officer

Dated: July 15, 2013

EX-31.2

Exhibit 31.1(ii)

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tommy E. Kee, certify that:

(1) I have reviewed this annual report on Form 10-K of Attitude Drinks Incorporated.

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Tommy E. Kee

Tommy E. Kee

Chief Financial Officer and Principal Accounting Officer

Dated: July 15, 2013

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Attitude Drinks Incorporated (the "Company") on Form 10-K for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roy G. Warren, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Roy G. Warren
		Roy G. Warren
		President and Chief Executive Officer
July 15, 2013

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Attitude Drinks Incorporated (the "Company") on Form 10-K for the period ending March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tommy E. Kee, Chief Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Tommy E. Kee
		Tommy E. Kee
		Chief Financial Officer and Principal Accounting Officer
July 15, 2013

XML

Commitments and Contingencies (Details Textual) (USD $)	0 Months Ended	1 Months Ended	12 Months Ended		0 Months Ended		12 Months Ended	0 Months Ended	12 Months Ended	0 Months Ended		12 Months Ended	0 Months Ended	12 Months Ended	0 Months Ended	12 Months Ended
	Jan. 03, 2013 Square_Feet	Dec. 31, 2007	Mar. 31, 2013	Feb. 01, 2013	Sep. 03, 2009 F&M Merchant Group, LLC [Member]	May 18, 2009 F&M Merchant Group, LLC [Member]	Mar. 31, 2013 F&M Merchant Group, LLC [Member]	Jun. 05, 2009 Tuttle Motor Sports Inc [Member]	Mar. 31, 2013 Tuttle Motor Sports Inc [Member]	Oct. 26, 2009 CH Fulfillment Services, LLC [Member]	Aug. 21, 2009 CH Fulfillment Services, LLC [Member]	Mar. 31, 2013 CH Fulfillment Services, LLC [Member]	Apr. 20, 2009 Arena Advertising and Sports Marketing Inc. [Member]	Mar. 31, 2013 Arena Advertising and Sports Marketing Inc. [Member]	Aug. 30, 2012 Entercom Boston, LLC [Member]	Mar. 31, 2013 Entercom Boston, LLC [Member]
Commitments and Contingencies (Textual)
Description of lawsuit filling							On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of Texas		On June 5, 2009, Tuttle Motor Sports, Inc. commenced a lawsuit in the state of Florida			On August 21, 2009, CH Fulfillment Services, LLC commenced a lawsuit in the state of Alabama		On April 20, 2012, Arena Advertising and Sports Marketing Inc commenced a lawsuit in the state of Florida		On August 30, 2012, Entercom Boston, LLC commenced a lawsuit in the state of Massachusetts
Litigation expenses						$ 5,000		$ 803,750					$ 15,000		$ 12,365
Percentage of commission on net sales						5.00%
Amount paid to lawsuits					22,348						3,095		15,390		9,000
Interest and legal costs											2,106
Interest costs incurred											682
Estimated court costs											307
Outstanding balance of debt										2,438					9,000
Amount paid in cash								300,000
Litigation claim amount already recorded in company record													15,000		12,365
Payment by garnishment process										657
Settlement agreement, Terms							Due to the lack of adequate capital financing, we have not been able to make any payments. We expect to resolve this matter as soon as practical.		During May, 2010, Tuttle Motor Sports, Inc. dismissed the lawsuit without prejudice. Prior to that time, the parties went through mediation but were unable to settle.					A Notice of Filing Settlement was filed on August 14, 2012 in the county court of Broward County, Florida whereas a settlement plan was agreed by both parties in which we pay the total sum of $15,390 with $3,390 on September 1, 2012 and $3,000 on the first day of each following month for four months until the total is paid in full.
Lease agreement term	3 years	5 years
Rental expense includes maintenance and parking fees			82,763
Minimum starting monthly base rent under lease agreement			4,272
Lease agreement commencement date		Jun. 01, 2008
Area of premises	3,333
Lease agreement renewable term	2 years
Annual increment in lease rent, percentage				3.00%
Operating leases rent expense minimum rentals without sales tax				1,602
Operating expense				$ 2,670

XML

Subsequent Events (Details Textual) (USD $)	12 Months Ended	0 Months Ended																			0 Months Ended
	Mar. 31, 2013	Jul. 01, 2013 Subsequent Event [Member]	Jun. 25, 2013 Subsequent Event [Member]	Apr. 18, 2013 Subsequent Event [Member]	Apr. 11, 2013 Subsequent Event [Member] Allonge 8 [Member]	Jun. 05, 2013 Subsequent Event [Member] Allonge 9 [Member]	Jun. 21, 2013 Subsequent Event [Member] Allonge 10 [Member]	Apr. 29, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 30, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 22, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 15, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 16, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 09, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 10, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 03, 2013 Subsequent Event [Member] Stock Issuance Activity 1 [Member]	Apr. 09, 2013 Subsequent Event [Member] Stock Issuance Activity 2 [Member]	Apr. 11, 2013 Subsequent Event [Member] Stock Issuance Activity 2 [Member]	Apr. 03, 2013 Subsequent Event [Member] Stock Issuance Activity 2 [Member]	Apr. 04, 2013 Subsequent Event [Member] Stock Issuance Activity 3 [Member]	Apr. 10, 2013 Subsequent Event [Member] Stock Issuance Activity 3 [Member]	Jun. 07, 2013 Subsequent Event [Member] Outside Legal Counsel [Member]	Jul. 01, 2013 Subsequent Event [Member] Sc Advisors Inc. [Member]	Jul. 01, 2013 Subsequent Event [Member] Southridge Partners II LP [Member]	Apr. 01, 2013 Subsequent Event [Member] April, 2013 [Member]	Jun. 05, 2013 Subsequent Event [Member] February, 2013 [Member]	Apr. 09, 2013 Subsequent Event [Member] February, 2013 [Member]	Jul. 02, 2013 Subsequent Event [Member] February, 2013 [Member] Stock Issuance Activity 1 [Member]	Jul. 02, 2013 Subsequent Event [Member] February, 2013 [Member] Stock Issuance Activity 2 [Member]	Jun. 01, 2013 Subsequent Event [Member] May, 2013 [Member]	May 01, 2013 Subsequent Event [Member] May, 2013 [Member]	Jul. 01, 2013 Subsequent Event [Member] July, 2013 [Member]
Subsequent Events (Textual)
Convertible note payable					$ 71,500	$ 88,000	$ 88,000																	$ 25,000					$ 25,000	$ 25,000	$ 25,000
Common stock issued in pursuant to conversion of notes								250,000,000	160,000,000	262,333,333	200,000,000	636,666,667	200,000,000	219,533,333	150,000,000	89,546,666	160,000,000	583,333,333	219,200,000								524,154	1,918,462
Per share value of share issued upon conversion of notes								$ 0.000075	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.000075		$ 0.000075	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.000075							$ 0.0325	$ 0.0325
Convertible note payable original amount								18,750	12,000	19,675	15,000	47,750	15,000	16,465	11,250	6,716	12,000	43,750	16,440		37,000	150,000	50,000		2,496,202	100,000	17,035	62,350
Amount of modified debt previously issued to investor																									100,000	100,000
Issuance date of convertible note					Feb. 21, 2013	Feb. 21, 2013	Feb. 21, 2013
Interest rate of convertible note																									4.00%	4.00%
Finder fees on secured notes issued					6,500	8,000	8,000
Proceeds from notes issued					65,000	80,000	80.000
Original issuance date of convertible note					Feb. 22, 2012	Feb. 22, 2012	Feb. 22, 2012														Jun. 07, 2014
Notes payable due date																									Feb. 21, 2015	Feb. 21, 2015
New equity purchase agreement, Description				On April 18, 2013, we signed a new Equity Purchase Agreement with an investor for the possible purchase up to Ten Million Dollars of the Company's common stock. This agreement replaces a similar agreement between the two parties that was signed on August 31, 2012.
Additional amount of converted note payable																									$ 100,000
Reverse stock split ratio	1-for-500	1for 500	500 shares of the issued and outstanding shares of common stock to be combined into one (1) validly issued.
Conversion term																					Conversion terms are 80% of the average of the closing bid prices for the common stock as reported by Bloomberg, LP for the 5 trading days ending on the trading day immediately before the relevant conversion date.
Extended maturity of notes																						Dec. 31, 2014	Dec. 31, 2014

XML

Stockholders' Deficit

12 Months Ended

Mar. 31, 2013

Stockholders' Deficit [Abstract]

Stockholders' Deficit:

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 for any stock split or combination of the common 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 be 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 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.

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, 2013, the Company had the following outstanding warrants:

							Reverse Stock Split
		Expiration	Warrants		Exericse		Restated		Restated
Issued Class A Warrants	Grant Date	Date	Granted		Price		Warrants		Price
April, 2008 Supply Agreement	4/16/2008	4/15/2013		5,000	$	15.00		10	$	7,500.00
Aprl, 2008 Finder's Fees	4/14/2008	4/13/2013		3,125	$	10.00		6	$	5,000.00
May, 2008 Finder's Fees	5/19/2008	5/18/2013		1,875	$	10.00		4	$	5,000.00
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800	$	1.00		54	$	500.00
September, 2010 Debt Extension	9/9/2010	9/9/2013		51,000	$	0.05		102	$	25.00
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000	$	0.05		24	$	25.00
Total issued Class A warrants				99,800				200
Unissued Class B warrants (a):
April, 2008 Finder's Fees				3,125				6
May, 2008 Finder's Fees				1,875				4
Total unissued Class B Warrants				5,000				10
Total Warrants				104,800				210

(a) When certain Class A warrants are exercised, holders of these warrants will receive an equal number of Class B warrants with an exercise price of $15.00/$7,500 (before and after reverse stock split).

				Weighted		Reverse Stock Split
				Average		Restated			Restated
	Shares			Price		Warrants			Price
Activity for our common stock warrants is presented below:
Total warrants outstanding March 31, 2011		116,470,441		$	1.60		232,941		$	800.00
New warrants granted		97,500,000			0.02		195,000		$	10.00
Warrants that expired		(70,000	)				(140	)
Total warrants outstanding March 31, 2012		213,900,441			0.04		427,801		$	20.00
Cashless exercise of warrants		(1,000,000	)				(2,000	)
Warrants that expired		(112,500	)				(225	)
Warrants surrendered for exchange of new convertible notes		(212,501,323	)				(425,002	)
Warrants (Class B) cancelled for exchange of new convertible notes		(181,818	)				(364	)
Total warrants outstanding March 31, 2013		104,800		$	2.19		210		$	1,095.00

Cashless exercises of 1,000,000/2,000 (before and after reverse stock split) warrants were made for the fiscal year ended March 31, 2013. No warrants were exercised for the fiscal year ended March 31, 2013.

(c) Common Stock:

At March 31, 2013, we had issued and outstanding 9,207,273,234/18,414,547 (before and after reverse stock split) shares of common stock of which 15,125,562/30,251 (before and after reverse stock split) 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 of common stock have no preemptive rights to purchase our common stock.  There are no conversion rights or redemption 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.

Common Stock Issued for the Year Ended March 31, 2013:

These figures are not restated for the reverse stock split.

On April 3, 2012, we issued 6,000,000 shares of common stock pursuant to two conversions of January, 2011 convertible notes for $10,443 and accrued interest for $2,877 at a conversion price of $.00222.

On April 4, 2012, we issued 663,800 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $1,444 at a conversion price of $.002175.

On April 5, 2012, we issued 62,332 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $132 at a conversion price of $.002123.

On April 5, 2012, we issued 2,843,146 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $873 and $5,163 accrued interest at a conversion price of $.002123.

On April 10, 2012, we issued 23,809,524 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $50,000 at a conversion price of $.0021.

On April 10, 2012, we issued 3,225,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $6,702 at a conversion price of $.002078.

On April 10, 2012, we issued 3,225,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $6,702 at a conversion price of $.002078.

On April 11, 2012, we issued 3,250,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $6,347 at a conversion price of $.002603.

On April 16, 2012, we issued 1,900,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,178 at a conversion price of $.0016725.

On April 26, 2012, we issued 5,800,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $7,076 at a conversion price of $.00122.

On May 17, 2012, we issued 2,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $2,536 at a conversion price of $.001268.

On May 17, 2012, we issued 6,500,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes accrued interest for $8,242 at a conversion price of $.001268.

On May 17, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $76,140 at a conversion price of $.001269.

On May 17, 2012, we issued 44,970,414 shares of common stock pursuant to a conversion of June, 2011 convertible notes accrued interest for $57,000 at a conversion price of $.0012675.

On May 25, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,285 at a conversion price of $.001095.

On May 29, 2012, we issued 46,728,972 shares of common stock pursuant to a conversion of November, 2011 convertible notes for $50,000 at a conversion price of $.00107.

On May 31, 2012, we issued 2,500,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $2,588 at a conversion price of $.001035.

On June 1, 2012, we issued 363,056 shares of common stock pursuant to a cashless exercise of 1,000,000 warrants from the March, 2011 financing.

On June 5, 2012, we issued 5,100,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $4,549 and accrued interest for $806 at a conversion price of $.00105.

On June 11, 2012, we issued 4,900,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $5,145 at a conversion price of $.00105.

On June 19, 2012, we issued 40,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $40,000 at a conversion price of $.001.

On June 22, 2012, we issued 6,900,000 shares of common stock pursuant to conversion of July, 2010 accrued interest for $8,211 at a conversion price of $.00119.

On June 25, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $4,000 at a conversion price of $.0008.

On July 1, 2012, we issued 36,000,000 shares of common stock pursuant to two conversions of July, 2010 convertible notes for a total of $24,000 and $4,800 accrued interest at a conversion price of $.0008.

On July 27, 2012, we issued 50,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $29,300 at a conversion price of $.000586.

On August 8, 2012, we issued 4,950,000 shares of common stock pursuant to terms of certain athlete contracts valued at $99,000 with conversion at the contracted $.02 conversion price.

On August 15, 2012, we issued 8,853,333 shares of common stock pursuant to a conversion of March, 2011 debt for $805 and $3,179 accrued interest at a conversion price of $.00045.

On August 15, 2012, we issued 16,626,267 shares of common stock pursuant to a conversion of July, 2010 debt of $7,482 at a conversion price of $.00045.

On August 16, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $1,720 at a conversion price of $.00043.

On August 22, 2012, we issued 40,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $16,000 at a conversion price of $.0004.

On September 5, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $24,000 at a conversion price of $.0004.

On September 5, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $24,000 at a conversion price of $.0004.

On September 6, 2012, we issued 10,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $4,000 at a conversion price of $.0004.

On September 19, 2012, we issued 15,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $10,125 at a conversion price of $.000675.

On September 18, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $3,375 at a conversion price of $.000675.

On September 27, 2012, we issued 60,000,000 shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $22,500 at a conversion price of $.000375.

On October 5, 2012, we issued 10,666,667 shares of common stock pursuant to a conversion of July, 2010 accrued interest for $4,000 at a conversion price of $.000375.

On October 5, 2012, we issued 64,733,333 shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $24,275 at a conversion price of $.000375.

On October 8, 2012, we issued 26,246,627 shares of common stock pursuant to a conversion of November, 2011 debt of $9,360 and accrued interest of $1,926 at a conversion price of $.00043.

On October 10, 2012, we issued 50,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $20,000 at a conversion price of $.0004.

On October 10, 2012, we issued 20,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $8,000 at a conversion price of $.0004.

On October 11, 2012, we issued 75,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $30,000 at a conversion price of $.0004.

On October 11, 2012, we issued 15,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $6,375 at a conversion price of $.000425.

On October 11, 2012, we issued 9,941,176  shares of common stock pursuant to a conversion of July, 2011 debt that was purchased in August, 2012 by another accredited investor of $4,225 at a conversion price of $.000425.

On October 11, 2012, we issued 10,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $5,250 at a conversion price of $.000525.

On October 18, 2012, we issued 86,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $51,600 at a conversion price of $.0006.

On October 24, 2012, we issued 50,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $21,334 at a conversion price of $.00042667.

On October 24, 2012, we issued 44,444,444 shares of common stock pursuant to a conversion of an October, 2012 purchase of a non-convertible note of $20,000 at a conversion price of $.00045.

On November 8, 2012, we issued 130,000,000 shares of common stock pursuant to a conversion of February, 2008 debt of $38,376 and accrued interest of $24,024 at a conversion price of $.00048.

On November 7, 2012, we issued 15,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $6,750 at a conversion price of $.00045.

On November 8, 2012, we issued 155,520,833 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in October, 2012 by another accredited investor of $74,650 at a conversion price of $.00048.

On November 19, 2012, we issued 104,895,833 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $50,350 at a conversion price of $.00048.

On November 20, 2012, we issued 25,900,000 shares of common stock pursuant to a conversion of July, 2010 debt of $11,137 at a conversion price of $.00043.

On November 20, 2012, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $45,300 at a conversion price of $.000453.

On November 21, 2012, we issued 32,468,244 shares of common stock pursuant to a conversion of March, 2011 debt of $10,450 and $4,160 accrued interest at a conversion price of $.00045.

On November 26, 2012, we issued 32,997,040 shares of common stock pursuant to a conversion of March, 2011 debt of $8,969 and accrued interest of $3,405 at a conversion price of $.000375.

On December 3, 2012, we issued 25,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $7,500 at a conversion price of $.0003.

On December 5, 2012, we issued 150,000,000 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $36,000 at a conversion price of $.00024.

On December 6, 2012, we issued 30,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $6,750 at a conversion price of $.000225.

On December 11, 2012, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $24,000 at a conversion price of $.00024.

On December 17, 2012, we issued 95,000,000 shares of common stock pursuant to a conversion of July, 2010 debt of $21,375 at a conversion price of $.000225.

On December 17, 2012, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $24,000 at a conversion price of $.00024.

On December 18, 2012, we issued 82,568,075 shares of common stock pursuant to a conversion of February, 2008 accrued interest of $17,587 at a conversion price of $.000213.

On December 20, 2012, we issued 205,000,000 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $32,800 at a conversion price of $.00016.

On January 2, 2013, we issued 331,875,000 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $53,100 at a conversion price of $.00016.

On January 4, 2013, we issued 125,000,000 shares of common stock pursuant to a conversion of September, 2008 debt of $20,000 at a conversion price of $.00016.

On January 10, 2013, we issued 175,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $28,000 at a conversion price of $.00016.

January 11, 2013, we issued 42,812,500 shares of common stock pursuant to a conversion of November, 2009 debt that was purchased in November, 2012 by another accredited investor of $6,850 at a conversion price of $.00016.

January 11, 2013, we issued 223,125,000 shares of common stock pursuant to a conversion of December, 2009 debt that was purchased in December, 2012 by another accredited investor of $35,700 at a conversion price of $.00016.

On January 15, 2013, we issued 50,000,000 shares of common stock pursuant to a conversion of September, 2008 debt of $7,500 at a conversion price of $.00015.

On January 16, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of September, 2008 debt of $32,000 at a conversion price of $.00016.

On January 16, 2013, we issued 87,420,000 shares of common stock pursuant to a conversion of July, 2010 accrued interest of $13,113 at a conversion price of $.00015.

On January 17, 2013, we issued 190,000,000 shares of common stock pursuant to two conversions of July, 2010 debt totaling $28,500 at a conversion price of $.00015.

January 17, 2013, we issued 155,000,000 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $24,800 at a conversion price of $.00016.

January 23, 2013, we issued 255,312,500 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $40,850 at a conversion price of $.00016.

On January 29, 2013, we issued 37,160,000 shares of common stock pursuant to a conversion of February, 2012 debt of $5,574 at a conversion price of $.00015.

January 28, 2013, we issued 165,468,750 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $26,475 at a conversion price of $.00016.

On February 5, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $32,000 at a conversion price of $.00016.

On February 6, 2013, we issued 138,593,750 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $22,175 at a conversion price of $.00016.

On February 7, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $32,000 at a conversion price of $.00016.

On February 11, 2013, we issued 70,000,000 shares of common stock pursuant to a conversion of March, 2011 debt of $10,500 at a conversion price of $.00015.

On February 13 2013, we issued 87,146,666 shares of common stock pursuant to a conversion of July, 2010 debt for $4,837 and accrued interest for $8,233 at a conversion price of $.00015.

On February 21, 2013, we issued 100,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $7,500 at a conversion price of $.000075.

On February 21 2013, we issued 593,533,333 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in January, 2013 by another accredited investor of $44,515 at a conversion price of $.000075.

On February 22, 2013, we issued 190,000,000 shares of common stock pursuant to two conversions of July, 2010 debt totaling $14,250 at a conversion price of $.000075.

On February 6, 2013, we issued 138,593,750 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in December, 2012 by another accredited investor of $22,175 at a conversion price of $.00016.

On March 6, 2013, we issued 100,000,000 shares of common stock pursuant to a conversion of February, 2012 debt of $7,500 at a conversion price of $.000075.

On March 12, 2013, we issued 250,000,000 shares of common stock pursuant to a conversion of July, 2010 accrued interest of $18,750 at a conversion price of $.000075.

On March 14 2013, we issued 100,000,000 shares of common stock pursuant to a conversion of June, 2011 debt of $7,500 at a conversion price of $.000075.

On March 18, 2013, we issued 593,666,667 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in January, 2013 by another accredited investor of $44,525 at a conversion price of $.000075.

On March 20 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of January, 2009 debt of $6,834 and accrued interest of $8,166 at a conversion price of $.000075.

On March 28, 2013, we issued 593,600,000 shares of common stock pursuant to a conversion of September, 2008 debt that was purchased in January, 2013 by another accredited investor of $44,520 at a conversion price of $.000075.

On March 28 2013, we issued 402,960,000 shares of common stock pursuant to a conversion of July, 2010 accrued interest of $30,222 at a conversion price of $.000075.

Common Stock Issued for the Year Ended March 31, 2012:

These figures are not restated for the reverse stock split

On April 1, 2011, we issued a total of 351,000 shares of common stock pursuant to two conversions of October, 2007 convertible notes (later assigned to new debt holders in July, 2010)  for $4,065 and $1,200 (total of $5,265) at a conversion price of $.015.

On April 6, 2011, we issued 260,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,822 at a conversion price of $.0147.

On April 14, 2011, we issued 89,660 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,816 at a conversion price of $.02025.

On May 2, 2011, we issued 1,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $12 at a conversion price of $.01225.

On May 5, 2011, certain employees converted a total $327,248 of past due salaries into 22,261,770 shares of common stock at a conversion price of $.0147.

On May 5, 2011, we issued 2,000,000 shares of common stock to an investor relations firm for services rendered at a conversion price of $.0157 valued at $31,400.

On May 6, 2011, we issued 6,000,000 shares of common stock for the conversion of the original April 9, 2008 short-term bridge loan with principal balance of $120,000 at a conversion price of $.02.

Also on May 6, 2011, we issued 2,952,958 shares of common stock pursuant to a conversion of certain March 2009 convertible notes for $37,001 at a conversion price of $.01253.

On May 12, 2011, we issued 100,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,150 at a conversion price of $.0115.

On May 13, 2011, we issued 86,136 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $991 at a conversion price of $.0115.

On May 17, 2011, we issued 67,500 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $768 at a conversion price of $.011375.

On May 18, 2011, we issued 70,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $718 at a conversion price of $.01025.

On May 23, 2011, we issued 211,200 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,785 at a conversion price of $.0085.

On May 25, 2011, we issued 321,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,688 at a conversion price of $.008375.

On June 1, 2011, we issued 192,800 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,591 at a conversion price of $.00825.

On June 7, 2011, we issued 139,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $938 at a conversion price of $.00675.

On June 13, 2011, we issued 175,700 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,120 at a conversion price of $.006375.

On June 14, 2011, we issued 207,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $1,320 at a conversion price of $.006375.

On June 15, 2011, we issued 156,600 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $979 at a conversion price of $.00625.

On June 20, 2011, we issued 400,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,500 at a conversion price of $.00625.

On June 22, 2011, we issued 400,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,560 at a conversion price of $.0064.

On June 30, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,213 at a conversion price of $.006425.

On July 20, 2011, we issued 3,079,286 shares of common stock pursuant to a conversion of certain March, 2009 convertible notes for $21,555 at a conversion price of $.007.

On July 21, 2011, we issued 1,500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $10,688 at a conversion price of $.007125.

On July 25, 2011, we issued 5,000,000 shares of common stock pursuant to a conversion of January, 2008 convertible notes for $33,484 and another $1,356 for the original October, 2007 convertible notes for a total of $34,840 at a conversion price of $.006968.

On July 27, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,188 at a conversion price of $.006375.

On August 3, 2011, we issued 500,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $3,188 at a conversion price of $.00436.

On August 11, 2011, we issued 5,376,344 shares of common stock pursuant to a conversion of certain March, 2009 convertible notes for $25,000 at a conversion price of $.00465.

On August 11, 2011, we issued 200,000 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $872 at a conversion price of $.00436.

On August 31, 2011, we issued 3,000,000 shares of restricted common stock to outside legal counsel for past due services at a conversion price of $.002 with a recorded value of $6,000.

On September 1, 2011, we issued 1,338,678 shares of common stock pursuant to a conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for $2,470 at a conversion price of $.001845.

On September 13, 2011, we issued 4,513,899 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $5,530 at a conversion price of $.001225.

On September 27, 2011, we issued 2,800,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,800 at a conversion price of $.001.

On October 4, 2011, we issued 6,000,263 shares of common stock pursuant to a conversion of accrued interest associated with

February, 2008 convertible notes in the amount of $5,712 at a conversion price of $.000952.

On October 12, 2011, we issued 701,064 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $526 at a conversion price of $.00075.

On November 1, 2011, we issued 1,295,609 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,095 at a conversion price of $.000845.

On November 3, 2011, we issued 9,300,000 shares of common stock pursuant to conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for two conversions totaling $8,580 at a conversion price of $.000923.

On November 3, 2011, we issued 5,517,402 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $5,091 at a conversion price of $.000923.

On November 8, 2011, we issued 5,437,815 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $5,955 at a conversion price of $.001095.

On November 8, 2011, we issued 4,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $4,672 at a conversion price of $.001168.

On November 8, 2011, we issued 6,900,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $7,556 at a conversion price of $.001095.

On November 10, 2011, we issued 5,600,000 shares of common stock pursuant to conversion of original October, 2007 convertible notes (later assigned to a new debt holder in July, 2010) for two conversions totaling $6,748 at a conversion price of $.001205.

On November 10, 2011, we issued 2,440,987 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $2,941 at a conversion price of $.001205.

On November 14, 2011, we issued 6,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $8,070 at a conversion price of $.001345.

On November 17, 2011, we issued 1,400,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $2,275 at a conversion price of $.001625.

On November 17, 2011, we issued 586,373 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $953 at a conversion price of $.001625.

On November 23, 2011, we issued 2,304,694 shares of common stock pursuant to conversion of January, 2011 convertible notes for two conversions totaling $3,914 at a conversion price of $.001518.

On November 23, 2011, we issued 2,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,035 at a conversion price of $.001518.

On November 28, 2011, we issued 3,309,051 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $4,194 at a conversion price of $.001268.

On November 29, 2011, we issued 9,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $11,880 at a conversion price of $.00132.

On December 7, 2011, we issued 3,748,592 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $3,490 plus $1,205 for one of the conversions at a conversion price of $.001253 to $.001268.

On December 7, 2011, we issued 501,236 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $628 at a conversion price range of $.001253.

On December 20, 2011, we issued 703,619 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $825 at a conversion price of $.001173.

On December 20, 2011, we issued 5,000,000 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $5,863 at a conversion price of $.001173.

On December 30, 2011, company employees returned 27,918,336 shares of common stock previously granted to them earlier in the year for past due services in exchange for a similar number of employee stock options at an exercise price of $.02. These shares were cancelled and reduced the total outstanding number of common shares.

On December 31, 2011, we issued 3,134,422 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $2,701 at a conversion price of $.000863.

On January 10, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of October, 2011 convertible notes for $6,300 at a conversion price of $.0009.

On January 10, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $5,933 at a conversion price of $.000848.

On January 10, 2012, we issued 1,142,700 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $968 at a conversion price of $.000848.

On January 10, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,390 at a conversion price of $.000848.

On January 12, 2012, we issued 8,928,571 shares of common stock pursuant to a conversion of accrued interest from March, 2009 convertible notes for $8,000 at a conversion price of $.000896.

On January 20, 2012, we issued 2,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,630 at a conversion price of $.000815.

On January 20, 2012, we issued 4,541,178 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,701 at a conversion price of $.000815.

On January 20, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,260 at a conversion price of $.000815.

On January 23, 2012, we issued 1,355,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $1,104 at a conversion price of $.000815.

On January 23, 2012 and January 25, 2012, we issued 11,500,000 shares of common stock pursuant to  conversion of October, 2007 convertible notes for two conversions totaling $9,994 at a conversion price of $.000869.

On January 25, 2012, we issued 11,150,000 shares of common stock pursuant to a conversion of $9,689 accrued interest for March, 2009 convertible notes at a conversion price of $.000869.

On January 25, 2012 and January 26, 2012, we issued 12,000,000 shares of common stock pursuant to  conversion of March, 2011 convertible notes for four conversions totaling $9,780 at a conversion price of $.000815.

On January 25, 2012 and January 26, 2012, we issued 7,000,000 shares of common stock pursuant to  conversion of July, 2010 convertible notes for two conversions totaling $5,705 at a conversion price of $.000815.

On January 25, 2012, we issued 11,000,000 shares of common stock pursuant to a conversion of January, 2008 convertible notes for $9,559 at a conversion price of $.000869.

On January 25, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $2,445 at a conversion price of $.000815.

On January 25, 2012, we issued 3,500,000 shares of common stock pursuant to conversion of January, 2011 convertible notes for two conversions totaling $2,853 at a conversion price of $.000815.

On January 26, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $3,260 at a conversion price of $.000815.

On January 26, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $3,260 at a conversion price of $.000815.

On January 26, 2012, we issued 10,000,000 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $2,935 at a conversion price of $.000815.

On January 27, 2012, we issued 2,410,414 shares of common stock pursuant to a conversion of accrued interest for March, 2009 convertible notes for $2,095 at a conversion price of $.000869.

On January 27, 2012, we issued 12,267,120 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $9,998 at a conversion price of $.000815.

On January 27, 2012, we issued 13,000,000 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $10,595 at a conversion price of $.000815.

On January 27, 2012, we issued 2,800,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,282 at a conversion price of $.000815.

On January 27, 2012, we issued 8,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $6,520 at a conversion price of $.000815.

On January 27, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $2,445 at a conversion price of $.000815.

On January 27, 2012, we issued 8,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $4,075 at a conversion price of $.000815.

On January 27, 2012, we issued 16,000,000 shares of common stock pursuant to conversion of October, 2007 convertible notes for two conversions totaling $13,904 at a conversion price of $.000869.

On January 27, 2012, we issued 11,507,479 shares of common stock pursuant to a conversion of accrued interest for the January, 2009 convertible notes for $10,000 at a conversion price of $.000869.

On January 30, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $2,083 at a conversion price of $.000869.

On January 30, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,445 at a conversion price of $.000815.

On January 30, 2012 and January 31, 2012, we issued 21,000,000 shares of common stock pursuant to conversion of March, 2011 convertible notes for four conversions totaling $17,115 at a conversion price of $.000815.

On January 30, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $2,445 at a conversion price of $.001087.

On January 31, 2012, we issued 2,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,630 at a conversion price of $.000815.

On February 2, 2012, we issued 2,442,666 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,601 at a conversion price of $.001065.

On February 2, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $3,195 at a conversion price of $.001065.

On February 2, 2012, we issued 8,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $2,601 at a conversion price of $.001065.

On February 3, 2012, we issued 8,000,000 shares of common stock pursuant to conversion of January, 2011 convertible notes for three conversions totaling $13,261 at a conversion price of $.0010658.

On February 3, 2012, we issued 5,427,772 shares of common stock pursuant to conversion of March, 2011 convertible notes for two conversions totaling $13,565 at a conversion price of $.002315.

On February 6, 2012, we issued 5,743,130 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $18,234 at a conversion price of $.003175.

On February 8, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $3,175 at a conversion price of $.003175.

On February 9, 2012, we issued 1,500,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $4,763 at a conversion price of $.003175.

On February 9, 2012, we issued 6,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $19,050 at a conversion price of $.003175.

On February 9, 2012, we issued 6,500,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $20,638 at a conversion price of $.003175.

On February 10, 2012, we issued 3,359,033 shares of common stock pursuant to a conversion of January 2008 convertible notes for $2,919 at a conversion price of $.000869.

On February 13, 2012, we issued 4,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $12,820 at a conversion price of $.003205.

On February 13, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $16.025 at a conversion price of $.003205.

On February 13, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,205 at a conversion price of $.003205.

On February 13, 2012, we issued 533,550 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $1,710 at a conversion price of $.003205.

On February 14, 2012, we issued 4,7000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $15,064 at a conversion price of $.003205.

On February 15, 2012, we issued 12,500,000 shares of common stock pursuant to a conversion of January, 2009 convertible notes for $12,500 at a conversion price of $.001.

On February 14, 2012, we issued 12,000,000 shares of common stock pursuant to a conversion of October 2007 convertible notes for $10,428 at a conversion price of $.000869.

On February 16, 2012, we issued 1,600,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $10,428 at a conversion price of $.002923.

On February 17, 2012, we issued 3,000,000 shares of common stock pursuant to two conversions of March, 2011 convertible notes totaling $8,768 at a conversion price of $.002923.

On February 17, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,923 at a conversion price of $.002923.

On February 17, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $10,428 at a conversion price of $.002923.

On February 21, 2012, we issued 13,000,000 shares of common stock pursuant to a conversion of October 2007 convertible notes for $30,576at a conversion price of $.002352.

On February 21, 2012, we issued 12,755,102 shares of common stock pursuant to a conversion of January, 2009 convertible notes for $30,000 at a conversion price of $.002352.

On February 21, 2012, we issued 8,939,822 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $26,131 at a conversion price of $.002923.

On February 21, 2012, we issued 9,600,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $28,061 at a conversion price of $.002923.

On February 21, 2012, we issued 5,460,178 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $9,873 and accrued interest for $6,087 at a conversion price of $.002923.

On February 22, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $9,000 at a conversion price of $.003.

On February 22, 2012, we issued 1,813,317 shares of common stock pursuant to two conversions of March, 2011 convertible notes totaling 5,440 at a conversion price of $.003.

On February 22, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for 1,939 and accrued interest for $7,061 at a conversion price of $.003.

On February 22, 2012, we issued 5,000,000 shares of common stock as a finder’s fee for the February, 2012 financing. This amount represents 10% of the total 50,000,000 warrants that were issued in connection with this financing. We recorded $13,177 in financing fees expense for these shares.

On February 23, 2012, we issued 14,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $43,400 at a conversion price of $.0031.

On February 24, 2012, we issued 13,797,419 shares of common stock pursuant to a conversion of January, 2009 convertible notes for $22,500 and accrued interest for 20,272 at a conversion price of $.0031.

On February 27, 2012, we issued 13,054,175 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $39,554 at a conversion price of $.00303.

On February 28, 2012, we issued 1,458,139 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $4,418 at a conversion price of $.00303.

On February 28, 2012, we issued 9,000,000 shares of common stock pursuant to a conversion of July 2010 convertible notes for $27,270 at a conversion price of $.00303.

On February 29, 2012, we issued 1,005,600 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $3,017 at a conversion price of $.003.

On March 1, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $15,700 at a conversion price of $.00314.

On March 1, 2012, we issued 5,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $15,700 at a conversion price of $.00314.

On March 1, 2012, we issued 1,000,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $3,140 at a conversion price of $.00314.

On March 2, 2012, we issued 18,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $56,106 at a conversion price of $.003117.

On March 2, 2012, we issued 1,500,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $5,070 at a conversion price of $.00338.

On March 2, 2012, we issued 6,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $20,280 at a conversion price of $.00338.

On March 2, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $23,660 at a conversion price of $.00338.

On March 2, 2012, we issued 20,476,742 shares of common stock pursuant to a conversion of December, 2009 convertible notes for $50,000 and accrued interest for $13,450 at a conversion price of $.0031.

On March 6, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $22,176 at a conversion price of $.003168.

On March 6, 2012, we issued 3,419,737 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $11,559 at a conversion price of $.00338.

On March 6, 2012, we issued 1,857,263 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $3,462 and accrued interest for $2,816 at a conversion price of $.00338.

On March 12, 2012, we issued 35,000,000 shares of common stock pursuant to a conversion of October, 2007 convertible notes for $3,125 and $105,970 accrued interest at a conversion price of $.003117.

On March 13, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $9,510 at a conversion price of $.00317.

On March 13, 2012, we issued 706,463 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $2,239 at a conversion price of $.00317.

On March 13, 2012, we issued 7,000,000 shares of common stock pursuant to two conversions of July, 2010 convertible notes totaling $22,190 at a conversion price of $.00317.

On March 16, 2012, we issued 4,856,750 shares of common stock pursuant to two conversions of January. 2011 convertible notes totaling $14,085 at a conversion price of $.0029.

On March 19, 2012, we issued 25,862,069 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $75,000 at a conversion price of $.0029.

On March 21, 2012, we issued 6,500,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $18,850 at a conversion price of $.0029.

On March 21, 2012, we issued 1,652,480 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $4,792 at a conversion price of $.0029.

On March 21, 2012, we issued 7,000,000 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $20,300 at a conversion price of $.0029.

On March 23, 2012, we issued 10,000,000 shares of common stock pursuant to a conversion of February, 2008 convertible notes for $28,850at a conversion price of $.002885.

On March 27, 2012, we issued 2,500,000 shares of common stock pursuant to a conversion of March, 2011 convertible notes for $5,793 at a conversion price of $.002317.

On March 27, 2012, we issued 600,000 shares of common stock pursuant to a conversion of January, 2011 convertible notes for $1,390 at a conversion price of $.002317.

On March 27, 2012, we issued 3,000,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $6,951 at a conversion price of $.002317.

On March 28, 2012, we issued 3,523,979 shares of common stock pursuant to a conversion of June, 2011 convertible notes for $7,823 at a conversion price of $.00222.

On March 29, 2012, we issued 1,400,000 shares of common stock pursuant to a conversion of July, 2010 convertible notes for $1,609 and accrued interest for $1,499 at a conversion price of $.00222.

(d) Compensation and Incentive Plan:

On October 31, 2007, management approved the Company’s 2007 Stock Compensation and Incentive Plan and reserved 50,000/100 (before and after reverse stock split) shares of the Company’s common stock for future issuance under the Plan to employees, directors and other persons associated with Attitude.  These shares were included in a Form S-8 that was filed with the Securities Exchange Commission on May 16, 2008 to register the underlying shares. We have issued 49,877/100 (before and after reverse stock split) shares from this plan leaving an available 124/0 (before and after reverse stock split) shares to be issued in the future.

On August 1, 2008, we issued 17,500/35 (before and after reverse stock split) Non-Qualified Stock Options to Nutraceutical Discoveries at the exercise price of $13.00/$6,500 (before and after reverse stock split) per option for a licensing agreement to use certain intellectual property and “Innutria®” formulation.  These options are immediately vested and will expire in five (5) years on July 31, 2013. Due to the immediate vesting, we recognized the full cost of $163,240 in August, 2008 by using the Black-Scholes-Merton (BSM) option-pricing formula.  See table below for additional information that was used in this computation.

Although our Board of Directors approved the creation of the March, 2009 Stock Option, Compensation and Incentive Plan in which 1,000,000/2,000 (before and after reverse stock split) shares of our $.001 par value common stock will be reserved for future issuance under this plan, the plan was not filed with the Securities Exchange Commission. As such, any issuance will be subject to restrictions and Rule 144 holding periods. During March 30, 2009, we issued 884,569/1,769 (before and after reverse stock split) non-qualified stock options at the exercise price of $1.00/$500.00 (before and after reverse stock split) to employees and certain consultants.  The stock options vest immediately and will expire in five (5) years on March 31, 2014. No other employee stock options have been granted prior to this transaction. We recorded the full compensation cost of $159,348 for these employee stock options in March, 2009.  None of these stock options have been exercised.

On March 10, 2010, our Board of Directors approved the issuance of 50,000/100 (before and after reverse stock split) stock options to our Scientific Advisory Board at an exercise price of $0.60/$300.00 (before and after reverse stock split) that will expire in five (5) years on March 11, 2015.  We recorded the full compensation cost of $41,100 for these options in March, 2010.  None of these stock options have been exercised.  In addition and on the same date, we issued 75,000 stock options as a retainer for future services from our outside legal counsel at an exercise price of $1.00/$500.00 (before and after reverse stock split) in which the options will expire in five (5) years on March 11, 2015.  We recorded the full compensation cost of $57,450 for these options in March, 2010.  None of these options have been exercised.

On May 25, 2010, a registration that covers the offering of an aggregated 3,750,000/7,500 (before and after reverse stock split) shares of the Company’s common stock was approved by the Company’s Board of Directors.  As such, the 2010 Stock Compensation and Incentive Plan was created for employees, directors, consultants and other persons associated with the Company in which awards of common stock and/or non-qualified stock options may be granted.  During the fiscal year ended March 31, 2011, we issued 3,288,889/6,578 (before and after reverse stock split) shares of common stock for a total of $161,000 for past due professional services and payroll in which 1,500,000/3,000 (before and after reverse stock split) shares were returned back to the plan, leaving an available 1,961,111/3,922 (before and after reverse stock split) shares to be issued in the future

On December 21, 2011, the Company’s Board of Directors approved the issuance of 27,102,009/54,204 (before and after reverse stock split) non-qualified stock options to certain employees for the return of previously issued shares of common stock that were issued for payment of past due expenses to be effective at December 31, 2011.  The stock options have an exercise price of $.02/$10.00 (before and after reverse stock split), full vesting rights and a life of five years.  The Board of Directors intends to approve a registration to cover an offering to include these stock options once the increase in authorized shares has been approved, (increase approved May 1, 2012).  We recognized the full compensation expense of $12,656 at December 31, 2011 by using the Black-Scholes valuation model (27,102,009 x $.000467).

As required by the FASB Accounting Standards Codification, we would normally estimate forfeitures of employee stock option and recognize the compensation cost over the requisite service period for the entire award in accordance with the provisions.   As all stock options were fully vested, no estimate of forfeitures was required, and compensation cost is fully recognized at the time of grant and full vesting.  We estimated the fair value of these stock options on the date of grant using a Black-Scholes-Merton (BSM) option-pricing formula, applying the following assumptions (before and after reverse stock split):

	Before Reverse			After Reverse			Before Reverse			After Reverse
	Stock Split			Stock Split			Stock Split			Stock Split
Year Ended 3/31/09
	17,500 options			35 options			884,569 options			1,769 options
Expected Term (in years)		3.33			3.33			5			5
Risk-free rate		3.23	%		3.23	%		1.72	%		1.72	%
Volatility (based on peer group)		107	%		107	%		78.02	%		78.02	%
Dividends		-			-			-			-

Year Ended 3/31/10
	50,000 options			100 options			75,000 options			150 options
Expected Term (in years)		5			5			5			5
Risk-free rate		2.42	%		2.42	%		2.42	%		2.42	%
Volatility (based on peer group)		103	%		103	%		103	%		103	%
Dividends		-			-			-			-

Year Ended 3/31/12
	27,109,009 options			54,204 options
Expected Term (in years)		5			5
Risk-free rate		0.83	%		0.83	%
Volatility (based on peer group)		115	%		115	%
Dividends		-			-

Expected Term:  The expected term represents the period over which the share-based awards are expected to be outstanding.

Risk-Free Interest Rate:  We based the risk-free interest rate used in its assumptions on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equivalent to the stock option award’s expected term.

Expected Volatility: Due to a limited trading history of our common stock, the volatility factor used in our assumptions is based on weighted average “peer group” historical stock prices of three different companies that are similar in nature to our company over the most recent period commensurate with the expected term of the stock option award.

Expected Dividend Yield: We do not intend to pay dividends on our common stock for the foreseeable future.  Accordingly, we used a dividend yield of zero in our assumptions.

On January 10, 2013, the stockholders holding a majority voting rights of our Common Stock approved the 2013 Equity Incentive Plan by written consent without a meeting in accordance with Delaware Law.  This plan provides for the grant of stock awards to employees, directors and consultants of the Company and its affiliates covering an aggregate of 500,000,000/1,000,000 (before and after reverse stock split) shares of its common stock.  The number of shares of common stock available for issuance under this plan shall automatically increase on February 1st of each year for a period of 9 years commencing January 1, 2014 in an amount equal to the lesser of 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year or 15,000,000/30,000 (before and after reverse stock split) shares. No stock awards have been granted as of March 31, 2013.

A summary of option activity under these stock option plans for the year ended March 31, 2013 is presented below:

					Before Reverse		After Reverse		Weighed-
					Stock Split		Stock Split		Average
					Weighted-		Weighted-		Remaining
	Before Reverse		After Reverse		Average		Average		Contractual		Aggregate
	Stock Split		Stock Split		Exercise		Exercise		Term		Intrinsic
Options	Shares		Shares		Price		Price		(in years)		Value
Outstanding at 3/31/10		1,027,068		2,054	$	1.20	$	600.00		4.11		-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at 3/31/11		1,027,068		2,054	$	1.20	$	600.00		3.11		-
Granted		27,102,009		54,204	$	0.02	$	10.00
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at 3/31/12		28,129,077		56,258	$	0.06	$	30.00		4.66		-

 Note that all of the stock options are outstanding, fully vested and exercisable for the year ended March 31, 2013.  As such, all compensation expense for the above options has been recognized, and there is no unrecognized compensation expense to be recorded in the future.

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Convertible Notes Payable (Details Textual 9) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended			12 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2012 900,000 convertible notes payable [Member]	Feb. 22, 2012 900,000 convertible notes payable [Member]	Jul. 15, 2010 900,000 convertible notes payable [Member]	Mar. 31, 2013 900,000 convertible notes payable [Member]	Feb. 21, 2013 900,000 convertible notes payable [Member]	Sep. 30, 2010 900,000 convertible notes payable [Member]	Jul. 15, 2010 900,000 convertible notes payable [Member] Private Placement [Member]
Convertible Notes Payable (Textual)
Amount of securities sell under subscription agreement													$ 900,000
Interest percentage of convertible notes									10.00%
Maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013					Jul. 15, 2012
Conversion price for the convertible notes payable, Description									The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.08.
Warrants issued with convertible note payable									65,999,999
Conversion price before amendment								$ 0.08
Outstanding balance of debt							635,275						635,275
Exercise price of warrant before amendment								$ 0.035
Exercise price of warrants								$ 0.02
Notes payable due date									Jul. 14, 2015
Valuation cost of the warrants									156,000
Gross proceeds of financing									900,000
Debt discount													171,600
Warrant issued to placement agent									15,600
Accretion of the debt discount to date									209,446
Finance costs incurred through issuance of convertible notes									164,500
Professional fees									39,024
Total debt													696,476
Repayments of debt									150,000
Non cash deferred financing fees									15,600
Number of warrants issued under agreement									6,000,000
Convertible note payable assigned to new debt holders									500,000
Other financing fees									11,500
Other financing fees net									191,600
Convertible notes payable assigned					250,000	2,726,657							413,358
Accrued interest payable assigned													86,642
Stock subscription amount												246,476
Conversions of the principal amount into common stock from inception										500,000
Conversion of the principal amount into common stock							264,725
Conversion of accrued interest into common stock							$ 131,663
Cancellation of warrants on issuance of new convertible notes											56,666,666

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Consolidated Statement of Operations (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
REVENUES:
Net revenues	$ 389,817	$ 376,437
Product and shipping costs	(355,832)	(318,737)
GROSS PROFIT	33,985	57,700
OPERATING EXPENSES:
Salaries, taxes and employee benefits	1,220,287	535,690
Marketing and promotion	205,036	461,272
Consulting fees	202,111	82,645
Professional and legal fees	247,082	228,799
Travel and entertainment	58,198	47,308
Product development costs	2,425	2,074
Stock compensation expense	99,504	165,068
Other operating expenses	362,861	374,902
Total Operating Expenses	2,397,504	1,897,758
LOSS FROM OPERATIONS	(2,363,519)	(1,840,058)
OTHER INCOME (EXPENSE):
Derivative income (expense)	244,155	(396,512)
Loss on extinguishment of debt	(2,022,451)
Loss on asset abandonment	(198)	(14,345)
Interest and other financing costs	(2,671,921)	(3,898,428)
Total Other Income (Expense)	(4,450,415)	(4,309,285)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	(6,813,934)	(6,149,343)
Provision for income taxes
NET INCOME (LOSS)	$ (6,813,934)	$ (6,149,343)
Basic loss per common share		$ (13.65)
Diluted loss per common share		$ (13.65)
Weighted average common shares outstanding - basic	5,374,096	450,501
Weighted average common shares outstanding - diluted	5,374,096	450,501

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Fixed Assets

12 Months Ended

Mar. 31, 2013

Fixed Assets [Abstract]

Fixed Assets:

Note 4 – Fixed Assets:

The Company’s fixed assets are comprised of the following as of March 31, 2013 and 2012:

	2013			2012
Equipment	$	19,669		$	19,669
Furniture and fixtures		12,837			12,837
Leasehold improvements		-			3,954
Vehicle		24,382			13,481
Purchased software		827			827
		57,715			50,768
Less: accumulated depreciation		(28,857	)		(26,115	)
Total Fixed Assets	$	28,858		$	24,653

Depreciation expense aggregated $6,498 and $4,934 for the year ended March 31, 2013 and 2012, 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. During the year ended March 31, 2012, we changed to a new telephone system and wrote off the old telephone system for gross assets of $23,377 less accumulated depreciation of $9,032 for a net loss of $14,345 due to abandonment.

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Accrued Liabilities (Tables)

12 Months Ended

Mar. 31, 2013

Accrued Liabilities. [Abstract]

Schedule of accrued liabilities

	2013		2012
Accrued payroll and related taxes	$	2,770,580	$	2,111,853
Accrued marketing program costs		580,000		580,000
Accrued professional fees		74,950		70,000
Accrued interest		1,221,671		1,037,044
Accrued board of directors' fees		170,792		134,792
Other expenses		190,578		232,111
Total Accrued Liabilities	$	5,008,571	$	4,165,800

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Stockholders' Deficit (Details 2)	12 Months Ended
	Mar. 31, 2009 Before reverse stock split [Member] 17,500 options [Member]	Mar. 31, 2009 Before reverse stock split [Member] 884,569 options [Member]	Mar. 31, 2010 Before reverse stock split [Member] 50,000 options [Member]	Mar. 31, 2010 Before reverse stock split [Member] 75,000 options [Member]	Mar. 31, 2012 Before reverse stock split [Member] 27,109,009 options [Member]	Mar. 31, 2009 After reverse stock split [Member] 35 options [Member]	Mar. 31, 2009 After reverse stock split [Member] 1,769 options [Member]	Mar. 31, 2010 After reverse stock split [Member] 100 options [Member]	Mar. 31, 2010 After reverse stock split [Member] 150 options [Member]	Mar. 31, 2012 After reverse stock split [Member] 54,204 options [Member]
Summary of estimated fair value of stock options
Expected Term (in years)	3 years 3 months 29 days	5 years	5 years	5 years	5 years	3 years 3 months 29 days	5 years	5 years	5 years	5 years
Risk-free rate	3.23%	1.72%	2.42%	2.42%	0.83%	3.23%	1.72%	2.42%	2.42%	0.83%
Volatility (based on peer group)	107.00%	78.02%	103.00%	103.00%	115.00%	107.00%	78.02%	103.00%	103.00%	115.00%
Dividends

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Convertible Notes Payable (Details Textual 12) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended		12 Months Ended	0 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Feb. 21, 2013 $1,000,000 Convertible Promissory Note Financing [Member]	Feb. 22, 2012 $1,000,000 Convertible Promissory Note Financing [Member]	Mar. 31, 2013 $1,000,000 Convertible Promissory Note Financing [Member]	Mar. 31, 2012 $172,211 Convertible Promissory Note Financing [Member]
Convertible Notes Payable (Textual)
Amount of securities agreed to sell						$ 1,000,000		$ 172,211
Interest percentage of convertible notes						10.00%
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013		Mar. 31, 2014		Mar. 31, 2014
Warrants issued with convertible note payable						50,000,000
Exercise price of warrants						$ 0.02
Extend maturity date of warrants or restricted stock						Feb. 21, 2017
Percentage of conversion price of convertible notes payable						75.00%		75.00%
Conversion debt instrument, conversion terms						The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02.		The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02.
Convertible note, interest rate								12.00%
Percentage of notes payable issued of principle face amount								10.00%
Convertible terms of Conversion price								10 days
Valuation cost of the warrants						44,735
Convertible notes payable outstanding amount						1,000,000	950,000
Accretion of the debt discount to date							25,681
Remaining outstanding warrants surrendered and cancelled through other exchange agreements via issuance of new convertible notes by Company to debt holders					50,000,000
Total financing costs paid							160,000
Payment of previous three bridge loans							175,000
Amount paid for financing cost including interest of previous two bridge loans							103,451
Net amount of paid by debt holders to company							$ 561,549

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Income Taxes

12 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

Note 12 – Income Taxes:

The Company has recorded no income tax benefit for its taxable losses during the period ending March 31, 2013 because there is no certainty that the Company will realize those benefits. The components of the Company's deferred tax assets and liabilities as of March 31, 2013 and 2012 are as follows:

	2013			2012
Net operating loss carryforwards	$	5,744,435		$	4,805,496
Compensatory stock and warrants		33,831			56,123
Accrued expenses that are deductible in future periods		25,483			26,630
Depreciation method differences		1,442			1,623
		5,805,191			4,889,872
Valuation allowances		(5,805,191	)		(4,889,872	)
Net deferred tax assets	$	-		$	-

As of March 31, 2013 the Company has a net tax operating loss of $16,895,000 that will be available to offset future taxable income, if any. The use of net operating loss carryforwards to reduce future income tax liabilities is subject to limitations, and these amounts will begin to expire in 2028.

The following table illustrates the reconciliation of the tax benefit at the federal statutory rate to the Company's effective rate for the period ending March 31, 2013 and 2012:

	2013			2012
Benefit at federal statutory rate		-34.00	%		-34.00	%
Benefit at state rate, net of federal deficit		2.37	%		2.31	%
Fair value adjustment of convertible debt		30.69	%		51.54	%
Non-deductible derivative loss		-3.58	%		6.45	%
Loss on extinguishment of debt		29.68	%		0.00	%
Non-deductible travel expenses		0.06	%		0.07	%
Benefit at the Company's effective rate		-25.22	%		-26.37	%
Less valuation allowance effective tax rate		0.00	%		0.00	%

The Company is required to file income tax returns for U.S. Federal and State of Florida purposes.  The Company is not currently under any tax examination, but the statute of limitations has not yet expired because no federal or state tax returns have been filed since 2007.  Therefore, the Company generally remains subject to examination of its U.S. Federal income tax returns for 2008 and subsequent years by the Internal Revenue Service.  In addition, the Company also remains subject to examinations of its State of Florida tax returns for 2008 and subsequent years.

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Convertible Notes Payable (Details Textual 4) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended					1 Months Ended	3 Months Ended				0 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2012	Mar. 17, 2011 $60,833 convertible notes payable [Member]	Jul. 14, 2010 $60,833 convertible notes payable [Member]	Jan. 10, 2010 $60,833 convertible notes payable [Member]	Jan. 27, 2009 $60,833 convertible notes payable [Member]	Dec. 18, 2008 $60,833 convertible notes payable [Member]	Mar. 31, 2012 $60,833 convertible notes payable [Member]	Mar. 31, 2013 $60,833 convertible notes payable [Member]	Nov. 30, 2009 $60,833 convertible notes payable [Member]	Mar. 29, 2009 $60,833 convertible notes payable [Member]	Dec. 28, 2008 $60,833 convertible notes payable [Member]	Dec. 18, 2008 $60,833 convertible notes payable [Member] Exercise Price 1 [Member]	Dec. 18, 2008 $60,833 convertible notes payable [Member] Exercise Price 2 [Member]
Convertible Notes Payable (Textual)
Outstanding principal amount											$ 60,833
Purchase price of convertible notes payable											50,000
Maturity date	Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013		Mar. 31, 2012	Mar. 31, 2011	Jun. 10, 2010		Mar. 29, 2009	Mar. 31, 2014
Exercise price of warrants							$ 0.02	$ 0.035		$ 1.00							$ 10.00	$ 15.00
Number of common stock, shares to purchase by warrants issued											14,168						7,084	7,084
Condition regarding notice for conversion of notes											The notice of conversion must be given to the Holder on the first day following the twenty consecutive trading days during which the stock price is greater than $100.00 per share each trading day and the daily trading volume is greater than 100,000 shares.
Original term of note, Description											Fifty percent of the note was due on December 28, 2008 and fifty percent due and payable on March 29, 2009 and if the note was not paid by its maturity date; a default rate of 15% applied. The note was considered in default as of December 28, 2008 due to non-payment of the required principle payment, therefore, it is recorded at face value and default interest of 15% is being accrued.
Conversion price of convertible notes							$ 0.02	$ 0.035		$ 1.00	$ 3.30			$ 0.494
Aggregate amount of convertible promissory notes										70,834
Percentage of interest due and payable till certain maturity date as per the original terms of the note															50.00%	50.00%
Accrued interest rate																15.00%
Convertible promissory notes issued									100,000
Loss on debt extinguishment			(2,022,451)						26,282	82,484
Conversion debt instrument, conversion terms							The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Convertible note, interest rate												10.00%
Convertible debt financing principal amount gross							600,000	900,000
Assignment/sale made to another accredited investor outstanding													$ 60,833

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Convertible Notes Payable (Details Textual 13) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended	12 Months Ended	0 Months Ended	12 Months Ended	0 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Aug. 08, 2012 $75,000 convertible note payable (q) [Member]	Mar. 31, 2013 $75,000 convertible note payable (q) [Member]	Aug. 31, 2012 $125,000 convertible note payable (r) [Member]	Mar. 31, 2013 $125,000 convertible note payable (r) [Member]	Sep. 26, 2012 $75,000 convertible note payable (s) [Member]	Jul. 19, 2012 $75,000 convertible note payable (s) [Member]	Mar. 31, 2013 $75,000 convertible note payable (s) [Member]	Sep. 30, 2012 $137,783 convertible note payable (t) [Member]	Mar. 31, 2013 $137,783 convertible note payable (t) [Member]
Convertible Notes Payable (Textual)
Amount of securities agreed to sell					$ 100,000							$ 137,783
Outstanding principal amount							125,000		75,000
Convertible notes purchased amount					75,000
Monthly retainer amount paid by company										25,000
Convertible note, interest rate												10.00%
Amount of new replacement note issued					75,000
Denominations of note convertible into shares							10,000		10,000
Minimum shares issued upon conversion							3,000		3,000
Interest percentage of convertible notes					10.00%							10.00%
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013	Jan. 15, 2013		Feb. 28, 2013		Mar. 26, 2013			Mar. 31, 2014
Percentage of conversion price of convertible notes payable					75.00%		70.00%		80.00%			75.00%
Conversion debt instrument, conversion terms						The conversion price for this convertible note shall 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 ten trading days preceding a conversion date but in no event greater than $.02.		The holder of this note is entitled any time after the maturity date to convert all or a portion of the principal amount of this note into shares of common stock at a conversion price equal to the current market price multiplied by seventy percent (70%) Current market price means the average of the two (2) lowest 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 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 conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02.
Conversion price of convertible notes					$ 0.02							$ 0.02
Convertible terms of Conversion price					10 days		5 days		5 days			10 days
Conversion percentage of issued and outstanding shares							9.99%		9.99%
Description of payment of principle amount											We issued a promissory convertible note on September 26, 2012 in the principal amount equal to $75,000 for payments of the August, September and October 2012 retainers ($25,000 per month times 3 months).
Conversions of principal amount into common stock					$ 75,000

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Fixed Assets (Details Textual) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Fixed Assets (Textual)
Accumulated depreciation	$ 28,857	$ 26,115
Gain (Loss) on Disposition of Property	(198)	(14,345)
Depreciation	6,498	4,934
Leasehold improvements [Member]
Fixed Assets (Textual)
Carrying value of asset	3,954
Accumulated depreciation	3,756
Gain (Loss) on Disposition of Property	(198)
Telephone System [Member]
Fixed Assets (Textual)
Carrying value of asset		23,377
Accumulated depreciation		9,032
Gain (Loss) on Disposition of Property		$ (14,345)

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Derivative Liabilities (Tables)

12 Months Ended

Mar. 31, 2013

Derivative Liabilities [Abstract]

Summary of components of derivative liabilities

		March 31,		March 31,
		2013		2012
$          600,000	Face Value Convertible Note Financing	$	-	$	3,913
$          500,000	Face Value Convertible Note Financing		-		2,964
$          100,000	Face Value Convertible Note Financing		-		593
$          120,000	Face Value Short Term Bridge Loan Financing		2		12
$          120,000	Face Value Short Term Bridge Loan Financing		-		12
$            60,000	Face Value Short Term Bridge Loan Financing		-		6
$            33,000	Face Value Short Term Bridge Loan Financing		-		3
$          120,000	Face Value Convertible Note Financing		-		241
$            60,000	Face Value Convertible Note Financing		-		121
$          200,000	Face Value Convertible Note Financing		-		837
$          161,111	Face Value Convertible Note Financing		-		674
$            50,000	Face Value Convertible Note Financing		-		209
$            55,000	Face Value Convertible Note Financing		-		209
$          137,500	Face Value Convertible Note Financing		-		575
$            55,000	Face Value Convertible Note Financing		-		230
$          900,000	Face Value Convertible Note Financing		-		113,810
$          400,000	Face Value Convertible Note Financing		-		31,102
$          600,000	Face Value Convertible Note Financing		-		89,678
$          221,937	Face Value Convertible Note Financing		-		44,502
$          500,000	Face Value Convertible Note Financing		-		57,528
$       1,000,000	Face Value Convertible Note Financing		-		76,043
	Total derivative liabilities	$	2	$	423,262

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Short-Term Bridge Loans (Tables)

12 Months Ended

Mar. 31, 2013

Short Term Bridge Loans [Abstract]

Summary of short-term bridge loan balances

	March 31, 2013		March 31, 2012
April 14, 2008 (a)	$	60,000	$	60,000
August 5, 2008 (b)		55,000		55,000
Total	$	115,000	$	115,000

Summary of 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 2,500/5 (before and after  reverse stock split) shares of common stock
September 2008	Extend maturity to December 15, 2008	6,000/12 (before and after reverse stock split) shares of restricted stock
January 2009	Extend maturity date to April 30, 2009	1) Warrants indexed to 6,000/12 (before and after  reverse stock split) shares of common stock 2) 6,000/12 (before and after reverse stock split) shares of restricted stock

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Convertible Notes Payable (Details Textual 2) (USD $)	9 Months Ended	12 Months Ended	0 Months Ended												1 Months Ended	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013	Mar. 31, 2012 $1,200,000 convertible notes payable [Member]	Mar. 31, 2011 $1,200,000 convertible notes payable [Member]	Mar. 17, 2011 $1,200,000 convertible notes payable [Member]	Jul. 14, 2010 $1,200,000 convertible notes payable [Member]	Feb. 28, 2010 $1,200,000 convertible notes payable [Member]	Feb. 11, 2010 $1,200,000 convertible notes payable [Member]	Jan. 31, 2010 $1,200,000 convertible notes payable [Member]	Jan. 28, 2010 $1,200,000 convertible notes payable [Member]	Jan. 10, 2010 $1,200,000 convertible notes payable [Member]	Jan. 31, 2009 $1,200,000 convertible notes payable [Member]	Jan. 27, 2009 $1,200,000 convertible notes payable [Member]	Oct. 31, 2007 $1,200,000 convertible notes payable [Member]	Mar. 31, 2011 $1,200,000 convertible notes payable [Member]	Mar. 31, 2013 $1,200,000 convertible notes payable [Member]	Dec. 31, 2012 $1,200,000 convertible notes payable [Member]	Nov. 30, 2009 $1,200,000 convertible notes payable [Member]	Dec. 18, 2008 $1,200,000 convertible notes payable [Member]	Oct. 23, 2007 $1,200,000 convertible notes payable [Member]
Convertible Notes Payable (Textual)
Aggregate amount of convertible promissory notes						$ 221,608											$ 500,000			$ 1,200,000
Convertible note, interest rate			10.00%											10.00%
Conversion price of convertible notes					$ 0.02	$ 0.035							$ 1.00					$ 0.494	$ 3.30	$ 6.60
Convertible note principal amount converted			816,000		600,000	900,000											82,392
Accrued interest on convertible notes converted			177,981
Convertible debt instrument, interest rate terms															The conversion price of these notes shall be equal to eighty percent (80%) 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, subject to further reduction as described in the notes.	The conversion price of these notes shall be equal to eighty percent (80%) 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, subject to further reduction as described in the notes.
Loss on extinguishment of debt									395,249			379,183
Exercise price of warrants				$ 0.02			$ 0.16		$ 0.20
Stock Issued During Period, Shares, Restricted Stock Award, Gross	162,200	162,200										62,500
Convertible promissory notes issued									100,000
Warrants exchange to purchase common stock									1,635,792
Principle balance sold to accredited investors																	301,608
Amount of accrued interest assigned to new debt holders						$ 27,460
Debt instrument extended maturity date			Mar. 31, 2014		Mar. 31, 2012	Mar. 31, 2011		Jul. 15, 2015		Jul. 15, 2015	Jun. 30, 2013		Jul. 01, 2009
Convertible note, payment terms																Entered into a modification of the agreement which reduced the maturity date from October 23, 2009 to July 1, 2009 and changed from a periodic debt payment schedule to full payment of principal and interest on July 1, 2009.
Number of warrants surrender and cancelled in exchange of issuance of convertible notes																1,817,610

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Significant Accounting Policies (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Schedule of components of inventories
Finished goods	$ 101,721	$ 252,413
Finished goods on consignment		6,083
Total inventories	$ 101,721	$ 258,496

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Convertible Notes Payable (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Components of convertible notes payable
Convertible notes payable	$ 9,701,652	$ 8,073,401
312,000 Convertible Note Financing (a) [Member]
Components of convertible notes payable
Convertible notes payable		31,201
1,200,000 Convertible Note Financing (b)
Components of convertible notes payable
Convertible notes payable		569,774
243,333 Convertible Note Financing (c) [Member]
Components of convertible notes payable
Convertible notes payable		292,000
60,833 Convertible Note Financing (d) [Member]
Components of convertible notes payable
Convertible notes payable		60,833
20,000 Convertible Note Financing (c) [Member]
Components of convertible notes payable
Convertible notes payable		20,000
120,000 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		74,932
5,000 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		11,964
60,000 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		92,394
70,835 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		109,689
507,500 Convertible Note Financing (f) [Member]
Components of convertible notes payable
Convertible notes payable		529,393
200,000 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		79,372
161,111 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		72,736
27,778 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		23,894
111,112 Convertible Note Payable (g) [Member]
Components of convertible notes payable
Convertible notes payable		229,636
50,000 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		26,122
55,000 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		322,408
137,500 Convertible Note Financing (e) [Member]
Components of convertible notes payable
Convertible notes payable		404,494
55,000 Convertible Note Financing (e) (One) [Member]
Components of convertible notes payable
Convertible notes payable		322,408
100,000 Convertible Note Financing (h) [Member]
Components of convertible notes payable
Convertible notes payable		38,829
900,000 Convertible Note Financing (i) [Member]
Components of convertible notes payable
Convertible notes payable		568,135
400,000 Convertible Note Financing (j) [Member]
Components of convertible notes payable
Convertible notes payable		415,335
600,000 Convertible Note Financing (k) [Member]
Components of convertible notes payable
Convertible notes payable		722,663
221,937 Convertible Note Financing (l) [Member]
Components of convertible notes payable
Convertible notes payable		132,508
500,000 Convertible Note Financing (m) [Member]
Components of convertible notes payable
Convertible notes payable		828,664
59,359 Convertible Note Financing (n) [Member]
Components of convertible notes payable
Convertible notes payable		59,359
1,000,000 Convertible Note Financing [Member]
Components of convertible notes payable
Convertible notes payable		1,733,696
172,211 Convertible Note Financing (p) [Member]
Components of convertible notes payable
Convertible notes payable		300,962
75,000 Convertible Note Financing (q) [Member]
Components of convertible notes payable
Convertible notes payable
125,000 Convertible Note Financing (r) [Member]
Components of convertible notes payable
Convertible notes payable
75,000 Convertible Note Financing (s) [Member]
Components of convertible notes payable
Convertible notes payable
137,783 Convertible Note Financing (t) [Member]
Components of convertible notes payable
Convertible notes payable
25,000 Convertible Note Financing (u)
Components of convertible notes payable
Convertible notes payable
5,492,271 Convertible Note Financing due February 21, 2015 (v), (1) (2)
Components of convertible notes payable
Convertible notes payable	9,451,652
25,000 Convertible Note Financing due May 31, 2013 (u)-(v), (3)
Components of convertible notes payable
Convertible notes payable	62,500
25,000 Convertible Note Financing due June 30, 2013 (u)-(v), (3)
Components of convertible notes payable
Convertible notes payable	62,500
25,000 Convertible Note Financing due July 31, 2013 (u)-(v), (3
Components of convertible notes payable
Convertible notes payable	62,500
25,000 Convertible Note Financing due August 31, 2013 (u)-(v), (3)
Components of convertible notes payable
Convertible notes payable	$ 62,500

XML

Convertible Notes Payable (Details Textual 5) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended							1 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2012	Feb. 21, 2013 $942,224 convertible notes payable [Member]	Mar. 17, 2011 $942,224 convertible notes payable [Member]	Jul. 14, 2010 $942,224 convertible notes payable [Member]	May 13, 2010 $942,224 convertible notes payable [Member]	Feb. 11, 2010 $942,224 convertible notes payable [Member]	Jan. 28, 2010 $942,224 convertible notes payable [Member]	Jan. 10, 2010 $942,224 convertible notes payable [Member]	Mar. 31, 2012 $942,224 convertible notes payable [Member]	Feb. 28, 2010 $942,224 convertible notes payable [Member]	Dec. 31, 2009 $942,224 convertible notes payable [Member]	Nov. 30, 2009 $942,224 convertible notes payable [Member]
Convertible Notes Payable (Textual)
Outstanding principal amount							$ 479,020									$ 892,224
Number of common stock, shares to purchase by warrants issued																1,183,473
Convertible promissory notes issued										55,000			50,000
Loss on debt extinguishment			(2,022,451)										309,740
Principal face value converted into common shares							435,370
Conversion price of convertible notes								$ 0.02	$ 0.035							$ 1.00	$ 0.494
Exercise price of warrants								$ 0.02	$ 0.035	$ 0.16	$ 0.20	$ 0.16	$ 0.20		$ 0.16
Convertible debt financing principal amount gross								600,000	900,000
Aggregate warrant issued										114,583
Convertible debt instrument, interest rate terms								The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Convertible note, interest rate														10.00%
Accrued interest on convertible notes converted							124,563
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013			Mar. 31, 2012	Mar. 31, 2011			Jul. 15, 2015	Jun. 30, 2010	Mar. 31, 2014	Jul. 15, 2015
Warrants surrendered and cancelled							1,183,473
Assignment/sale made to another accredited investor outstanding							$ 27,834

XML

Subsequent Events (Tables)

12 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Before and after reverse stock split of common stock

	Before Reverse			With Reverse
	Stock Split			Stock Split
For the period ended March 31, 2013
Shares issued and outstanding		9,207,273,234			18,414,546
Basic loss per common share	$	-		$	-
Diluted loss per common share	$	-		$	-
Weighted average common shares
outstanding - basic		2,687,047,797			5,374,096
Weighted average common sares
outstanding - diluted		2,687,047,797			5,374,096
For the period ended March 31, 2012
Shares issued and outstanding		854,047,952			1,708,096
Basic loss per common share	$	(0.03	)	$	(13.65	)
Diluted loss per common share	$	(0.03	)	$	(13.65	)
Weighted average common shares
outstanding - basic		225,250,685			450,501
Weighted average common sares
outstanding - diluted		225,250,685			450,501

XML

Transactions with Related Parties (Details) (USD $)	1 Months Ended	9 Months Ended	12 Months Ended		9 Months Ended	12 Months Ended
	Jan. 31, 2009	Dec. 31, 2012	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012 Roy Warren [Member]	Mar. 31, 2013 Roy Warren [Member]	Sep. 30, 2009 Roy Warren [Member] Series A Preferred Stock [Member]	Mar. 31, 2013 Roy Warren [Member] Series A-1 Preferred stock [Member]
Transactions with Related Parties (Textual)
Convertible notes payable issued to related party						$ 100,000
Convertible note, interest rate					10.00%	10.00%
Preferred stock issued			9,000,051	9,000,000			9,000,000	51
Number of common shares issued upon conversion of preferred stock							54,000,000	306
Advances payable to the officers of MHHI			47,963
Repayments of advances payable to the officers of MHHI	1,500
Advances repaid to the officers of MHHI through issue of shares before reverse stock split			25,000
Advances repaid to the officers of MHHI through issue of shares after reverse stock split			50
Estimated fair value of underlying common share before reverse stock split			$ 1.00
Estimated fair value of underlying common share after reverse stock split			$ 500.00
Advances repaid to the officers of MHHI through shares value			25,000
Outstanding balance due to the officers of MHHI due			21,463
Face value of note payable issued to H. John Buckman			$ 55,000
Number of Class A warrants issued to H. John Buckman before reverse stock split			5,500
Number of Class A warrants issued to H. John Buckman after reverse stock split			11
Exercise price of warrants issued to related party before reverse stock split			1.00
Exercise price of warrants issued to related party after reverse stock split			500.00
Warrants expiration term range start			3 years
Warrants expiration term range end			5 years
Additional Class A warrants issued to H. John Buckman before reverse stock split			5,000
Additional Class A warrants issued to H. John Buckman after reverse stock split			10
Exercise price of additional warrants shares issued to H. John Buckman before reverse stock split			$ 15.00
Exercise price of additional warrants shares issued to H. John Buckman after reverse stock split			$ 7,500
Restricted stock issued to H. John Buckman for note payable before reverse stock split			11,000
Restricted stock issued to H. John Buckman for note payable after reverse stock split			22
Restricted stock issued to H. John Buckman for restricted stock before reverse stock split			1,200
Restricted stock issued to H. John Buckman for restricted stock after reverse stock split			3
Restricted stock issued to H. John Buckman for services rendered before reverse stock split			150,000
Restricted stock issued to H. John Buckman for services rendered after reverse stock split			300
Total restricted stock issued to H. John Buckman before reverse stock split		162,200	162,200
Total restricted stock issued to H. John Buckman after reverse stock split			325

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Income Taxes (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Summary of deferred tax assets and liabilities
Net operating loss carryforwards	$ 5,744,435	$ 4,805,496
Compensatory stock and warrants	33,831	56,123
Accrued expenses that are deductible in future periods	25,483	26,630
Depreciation method differences	1,442	1,623
Deferred tax assets, Gross	5,805,191	4,889,872
Valuation allowances	(5,805,191)	(4,889,872)
Net deferred tax assets	$ 0	$ 0

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Derivative Liabilities (Details Textual) (Exchange agreements [Member], USD $)	Feb. 21, 2013
Exchange agreements [Member]
Derivative Liabilities (Textual)
New note issued for surrender of warrants	$ 350,000

XML

Convertible Notes Payable (Details 3) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Summary of various allonges [Abstract]
Proceeds from convertible notes payable	$ 950,000	$ 1,325,000
1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Proceeds from convertible notes payable	950,000
Finder's fee amount	80,000
Allonge #1 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Aug. 22, 2012
Proceeds from convertible notes payable	75,000
Finder's fee amount	0
Allonge #2 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Oct. 18, 2012
Proceeds from convertible notes payable	150,000
Finder's fee amount	15,000
Allonge #3 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Nov. 09, 2012
Proceeds from convertible notes payable	135,000
Finder's fee amount	10,000
Allonge #4 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Dec. 06, 2012
Proceeds from convertible notes payable	165,000
Finder's fee amount	15,000
Allonge #5 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Dec. 14, 2012
Proceeds from convertible notes payable	165,000
Finder's fee amount	15,000
Allonge #6 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Jan. 14, 2013
Proceeds from convertible notes payable	220,000
Finder's fee amount	20,000
Allonge #7 [Member] | 1,000,000 Convertible Note Financing [Member]
Summary of various allonges [Abstract]
Date of Allonge	Feb. 15, 2013
Proceeds from convertible notes payable	40,000
Finder's fee amount	$ 5,000

XML

Stockholders' Deficit (Details Textual) (USD $)	12 Months Ended																																																																																																																																																																																																						12 Months Ended		12 Months Ended		0 Months Ended			3 Months Ended		12 Months Ended
	Mar. 31, 2013 Officer	Mar. 31, 2012	Jan. 30, 2013	May 01, 2012	Jul. 25, 2011	Apr. 02, 2011	Apr. 10, 2012 January, 2011 convertible notes [Member]	Apr. 05, 2012 January, 2011 convertible notes [Member]	Apr. 03, 2012 January, 2011 convertible notes [Member]	Feb. 17, 2012 January, 2011 convertible notes [Member]	Feb. 16, 2012 January, 2011 convertible notes [Member]	Feb. 02, 2012 January, 2011 convertible notes [Member]	Jan. 31, 2012 January, 2011 convertible notes [Member]	Jan. 30, 2012 January, 2011 convertible notes [Member]	Jan. 27, 2012 January, 2011 convertible notes [Member]	Jan. 26, 2012 January, 2011 convertible notes [Member]	Jan. 25, 2012 January, 2011 convertible notes [Member]	Jan. 20, 2012 January, 2011 convertible notes [Member]	Jan. 10, 2012 January, 2011 convertible notes [Member]	Dec. 20, 2011 January, 2011 convertible notes [Member]	Dec. 07, 2011 January, 2011 convertible notes [Member]	Nov. 23, 2011 January, 2011 convertible notes [Member]	Nov. 17, 2011 January, 2011 convertible notes [Member]	Nov. 10, 2011 January, 2011 convertible notes [Member]	Nov. 08, 2011 January, 2011 convertible notes [Member]	Nov. 03, 2011 January, 2011 convertible notes [Member]	Nov. 01, 2011 January, 2011 convertible notes [Member]	Oct. 12, 2011 January, 2011 convertible notes [Member]	Sep. 27, 2011 January, 2011 convertible notes [Member]	Sep. 13, 2011 January, 2011 convertible notes [Member]	Mar. 28, 2013 July, 2010 convertible notes [Member]	Mar. 12, 2013 July, 2010 convertible notes [Member]	Feb. 22, 2013 July, 2010 convertible notes [Member]	Feb. 13, 2013 July, 2010 convertible notes [Member]	Jan. 17, 2013 July, 2010 convertible notes [Member]	Jan. 16, 2013 July, 2010 convertible notes [Member]	Dec. 17, 2012 July, 2010 convertible notes [Member]	Nov. 20, 2012 July, 2010 convertible notes [Member]	Oct. 18, 2012 July, 2010 convertible notes [Member]	Oct. 05, 2012 July, 2010 convertible notes [Member]	Sep. 18, 2012 July, 2010 convertible notes [Member]	Sep. 05, 2012 July, 2010 convertible notes [Member]	Aug. 15, 2012 July, 2010 convertible notes [Member]	Jul. 02, 2012 July, 2010 convertible notes [Member]	Jun. 22, 2012 July, 2010 convertible notes [Member]	Jun. 11, 2012 July, 2010 convertible notes [Member]	May 17, 2012 July, 2010 convertible notes [Member]	Apr. 10, 2012 July, 2010 convertible notes [Member]	Apr. 04, 2012 July, 2010 convertible notes [Member]	Jan. 27, 2012 July, 2010 convertible notes [Member]	Jan. 26, 2012 July, 2010 convertible notes [Member]	Jan. 25, 2012 July, 2010 convertible notes [Member]	Feb. 11, 2013 March, 2011 convertible notes [Member]	Nov. 26, 2012 March, 2011 convertible notes [Member]	Nov. 21, 2012 March, 2011 convertible notes [Member]	Oct. 11, 2012 March, 2011 convertible notes [Member]	Sep. 19, 2012 March, 2011 convertible notes [Member]	Sep. 06, 2012 March, 2011 convertible notes [Member]	Aug. 16, 2012 March, 2011 convertible notes [Member]	Aug. 15, 2012 March, 2011 convertible notes [Member]	Jun. 25, 2012 March, 2011 convertible notes [Member]	May 31, 2012 March, 2011 convertible notes [Member]	May 25, 2012 March, 2011 convertible notes [Member]	Apr. 11, 2012 March, 2011 convertible notes [Member]	Apr. 10, 2012 March, 2011 convertible notes [Member]	Apr. 05, 2012 March, 2011 convertible notes [Member]	Feb. 22, 2012 March, 2011 convertible notes [Member]	Feb. 17, 2012 March, 2011 convertible notes [Member]	Feb. 13, 2012 March, 2011 convertible notes [Member]	Feb. 09, 2012 March, 2011 convertible notes [Member]	Feb. 03, 2012 March, 2011 convertible notes [Member]	Feb. 02, 2012 March, 2011 convertible notes [Member]	Jan. 31, 2012 March, 2011 convertible notes [Member]	Jan. 30, 2012 March, 2011 convertible notes [Member]	Jan. 27, 2012 March, 2011 convertible notes [Member]	Jan. 26, 2012 March, 2011 convertible notes [Member]	Jan. 25, 2012 March, 2011 convertible notes [Member]	Jan. 23, 2012 March, 2011 convertible notes [Member]	Jan. 20, 2012 March, 2011 convertible notes [Member]	Jan. 10, 2012 March, 2011 convertible notes [Member]	Dec. 20, 2011 March, 2011 convertible notes [Member]	Dec. 07, 2011 March, 2011 convertible notes [Member]	Nov. 28, 2011 March, 2011 convertible notes [Member]	Nov. 23, 2011 March, 2011 convertible notes [Member]	Nov. 17, 2011 March, 2011 convertible notes [Member]	Nov. 14, 2011 March, 2011 convertible notes [Member]	Nov. 08, 2011 March, 2011 convertible notes [Member]	Mar. 14, 2013 June, 2011 convertible notes [Member]	Feb. 21, 2013 June, 2011 convertible notes [Member]	Dec. 06, 2012 June, 2011 convertible notes [Member]	Dec. 03, 2012 June, 2011 convertible notes [Member]	Nov. 07, 2012 June, 2011 convertible notes [Member]	Oct. 11, 2012 June, 2011 convertible notes [Member]	Oct. 10, 2012 June, 2011 convertible notes [Member]	Jun. 05, 2012 June, 2011 convertible notes [Member]	May 17, 2012 June, 2011 convertible notes [Member]	Apr. 26, 2012 June, 2011 convertible notes [Member]	Apr. 16, 2012 June, 2011 convertible notes [Member]	Dec. 18, 2012 February, 2008 convertible notes [Member]	Dec. 17, 2012 February, 2008 convertible notes [Member]	Dec. 11, 2012 February, 2008 convertible notes [Member]	Nov. 20, 2012 February, 2008 convertible notes [Member]	Nov. 08, 2012 February, 2008 convertible notes [Member]	Oct. 24, 2012 February, 2008 convertible notes [Member]	Oct. 11, 2012 February, 2008 convertible notes [Member]	Oct. 10, 2012 February, 2008 convertible notes [Member]	Aug. 22, 2012 February, 2008 convertible notes [Member]	Jul. 27, 2012 February, 2008 convertible notes [Member]	Jun. 19, 2012 February, 2008 convertible notes [Member]	May 17, 2012 February, 2008 convertible notes [Member]	Mar. 23, 2012 February, 2008 convertible notes [Member]	Oct. 04, 2011 February, 2008 convertible notes [Member]	Oct. 08, 2012 November, 2011 convertible notes [Member]	May 29, 2012 November, 2011 convertible notes [Member]	May 17, 2012 June, 2011 convertible notes one [Member]	Aug. 08, 2012 Athlete contracts [Member]	Oct. 11, 2012 July, 2011 convertible notes [Member]	Oct. 05, 2012 July, 2011 convertible notes [Member]	Sep. 27, 2012 July, 2011 convertible notes [Member]	Sep. 05, 2012 July, 2011 convertible notes [Member]	Oct. 24, 2012 October, 2012 purchase of non-convertible note [Member]	Jan. 11, 2013 November, 2009 convertible notes [Member]	Jan. 02, 2013 November, 2009 convertible notes [Member]	Dec. 20, 2012 November, 2009 convertible notes [Member]	Dec. 05, 2012 November, 2009 convertible notes [Member]	Nov. 19, 2012 November, 2009 convertible notes [Member]	Nov. 08, 2012 November, 2009 convertible notes [Member]	Jan. 11, 2013 December, 2009 convertible notes [Member]	Mar. 28, 2013 September, 2008 convertible notes [Member]	Mar. 18, 2013 September, 2008 convertible notes [Member]	Feb. 21, 2013 September, 2008 convertible notes [Member]	Feb. 06, 2013 September, 2008 convertible notes [Member]	Jan. 28, 2013 September, 2008 convertible notes [Member]	Jan. 23, 2013 September, 2008 convertible notes [Member]	Jan. 17, 2013 September, 2008 convertible notes [Member]	Jan. 16, 2013 September, 2008 convertible notes [Member]	Jan. 15, 2013 September, 2008 convertible notes [Member]	Jan. 04, 2013 September, 2008 convertible notes [Member]	Mar. 20, 2013 January, 2009 convertible notes [Member]	Feb. 07, 2013 January, 2009 convertible notes [Member]	Feb. 05, 2013 January, 2009 convertible notes [Member]	Jan. 10, 2013 January, 2009 convertible notes [Member]	Mar. 06, 2013 February, 2012 convertible notes [Member]	Jan. 29, 2013 February, 2012 convertible notes [Member]	Mar. 12, 2012 October, 2007 convertible notes [Member]	Mar. 06, 2012 October, 2007 convertible notes [Member]	Mar. 02, 2012 October, 2007 convertible notes [Member]	Feb. 23, 2012 October, 2007 convertible notes [Member]	Feb. 21, 2012 October, 2007 convertible notes [Member]	Feb. 14, 2012 October, 2007 convertible notes [Member]	Jan. 30, 2012 October, 2007 convertible notes [Member]	Jan. 27, 2012 October, 2007 convertible notes [Member]	Jan. 25, 2012 October, 2007 convertible notes [Member]	Jan. 23, 2012 October, 2007 convertible notes [Member]	Nov. 29, 2011 October, 2007 convertible notes [Member]	Nov. 10, 2011 October, 2007 convertible notes [Member]	Nov. 08, 2011 October, 2007 convertible notes [Member]	Nov. 03, 2011 October, 2007 convertible notes [Member]	Sep. 01, 2011 October, 2007 convertible notes [Member]	Aug. 11, 2011 October, 2007 convertible notes [Member]	Aug. 03, 2011 October, 2007 convertible notes [Member]	Jul. 27, 2011 October, 2007 convertible notes [Member]	Jul. 25, 2011 October, 2007 convertible notes [Member]	Jul. 21, 2011 October, 2007 convertible notes [Member]	Jun. 30, 2011 October, 2007 convertible notes [Member]	Jun. 22, 2011 October, 2007 convertible notes [Member]	Jun. 20, 2011 October, 2007 convertible notes [Member]	Jun. 15, 2011 October, 2007 convertible notes [Member]	Jun. 14, 2011 October, 2007 convertible notes [Member]	Jun. 13, 2011 October, 2007 convertible notes [Member]	Jun. 07, 2011 October, 2007 convertible notes [Member]	Jun. 01, 2011 October, 2007 convertible notes [Member]	May 25, 2011 October, 2007 convertible notes [Member]	May 23, 2011 October, 2007 convertible notes [Member]	May 18, 2011 October, 2007 convertible notes [Member]	May 17, 2011 October, 2007 convertible notes [Member]	May 13, 2011 October, 2007 convertible notes [Member]	May 12, 2011 October, 2007 convertible notes [Member]	May 02, 2011 October, 2007 convertible notes [Member]	Apr. 14, 2011 October, 2007 convertible notes [Member]	Apr. 06, 2011 October, 2007 convertible notes [Member]	Apr. 02, 2011 October, 2007 convertible notes [Member]	Apr. 02, 2011 October, 2007 convertible notes one [Member]	May 06, 2011 April 9, 2008 short-term bridge loan [Member]	Jan. 27, 2012 March 2009 convertible notes [Member]	Jan. 25, 2012 March 2009 convertible notes [Member]	Jan. 12, 2012 March 2009 convertible notes [Member]	Aug. 11, 2011 March 2009 convertible notes [Member]	Jul. 20, 2011 March 2009 convertible notes [Member]	May 06, 2011 March 2009 convertible notes [Member]	Feb. 10, 2012 January, 2008 convertible notes [Member]	Jan. 25, 2012 January, 2008 convertible notes [Member]	Jul. 25, 2011 January, 2008 convertible notes [Member]	Feb. 13, 2012 March, 2011 convertible notes one [Member]	Dec. 07, 2011 March, 2011 convertible notes one [Member]	Dec. 07, 2011 March, 2011 convertible notes one [Member] Maximum [Member]	Dec. 07, 2011 March, 2011 convertible notes one [Member] Minimum [Member]	Jun. 01, 2012 Warrants [Member]	Mar. 31, 2013 Before reverse stock split [Member]	Mar. 31, 2013 Before reverse stock split [Member] Warrants [Member]	Mar. 31, 2013 After reverse stock split [Member]	Mar. 31, 2013 After reverse stock split [Member] Warrants [Member]	May 05, 2011 Employee [Member]	May 05, 2011 Investor Relations Firm [Member]	Aug. 31, 2011 Outside Legal Counsel [Member]	Sep. 30, 2009 Series A Preferred Stock [Member] Roy Warren [Member]	Mar. 31, 2013 Series A-1 Preferred stock [Member] Roy Warren [Member]	Mar. 31, 2013 Series A and A-1 preferred stock
Stockholders' Deficit (Textual)
Convertible, preferred stock, shares authorized	20,000,000	20,000,000																																																																																																																																																																																																												20,000,000		20,000,000
Convertible preferred stock, par value	$ 0.00001	$ 0.00001																																																																																																																																																																																																												$ 0.00001		$ 0.00001
Each share of Series A and A-1 is convertible Companys common stock																																																																																																																																																																																																																6
Maturity period for conversion of preferred stock																																																																																																																																																																																																																5 years
Preferred shares, liquidation rights, price per share to be paid																																																																																																																																																																																																																$ 0.00001
Redemption of preferred stock share price																																																																																																																																																																																																																$ 2.00
Redemption of preferred stock premium per share																																																																																																																																																																																																																$ 2.00
Redemption of preferred stock premium description																																																																																																																																																																																																																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.
Preferred stock shares, granted																																																																																																																																																																																																														9,000,000	51
Non-cash expense																																																																																																																																																																																																														$ 1,620,000	$ 0.09
Market price	$ 1.00																																																																																																																																																																																																													$ 0.03	$ 0.0003
Preferred stock equivalent to common stock providing voting right																																																																																																																																																																																																														54,000,000	306
Exercise price of warrant/stock option	1.00																																																																																																																																																																																																							15.00		7,500
Common stock issued in pursuant to conversion of notes							3,225,000	2,843,146	6,000,000	1,000,000	1,600,000	2,442,666	2,000,000	3,000,000	12,267,120	10,000,000	3,500,000	2,000,000	1,142,700	703,619	501,236	2,304,694	586,373	2,440,987	5,437,815	5,517,402	1,295,609	701,064	2,800,000	4,513,899	402,960,000	250,000,000	190,000,000	87,146,666	190,000,000	87,420,000	95,000,000	25,900,000	86,000,000	10,666,667	5,000,000	60,000,000	16,626,267	36,000,000	6,900,000	4,900,000	6,500,000	23,809,524	663,800	8,000,000	7,000,000	7,000,000	70,000,000	32,997,040	32,468,244	15,000,000	15,000,000	10,000,000	4,000,000	8,853,333	5,000,000	2,500,000	3,000,000	3,250,000	3,225,000	62,332	3,000,000	3,000,000	4,000,000	6,000,000	5,427,772	8,000,000	21,000,000	21,000,000	13,000,000	12,000,000	12,000,000	1,355,000	4,541,178	7,000,000	5,000,000	3,748,592	3,309,051	2,000,000	1,400,000	6,000,000	6,900,000	100,000,000	100,000,000	30,000,000	25,000,000	15,000,000	10,000,000	20,000,000	5,100,000	2,000,000	5,800,000	1,900,000	82,568,075	100,000,000	100,000,000	100,000,000	130,000,000	50,000,000	75,000,000	50,000,000	40,000,000	50,000,000	40,000,000	60,000,000	10,000,000	6,000,263	26,246,627	46,728,972	44,970,414	4,950,000	9,941,176	64,733,333	60,000,000	60,000,000	44,444,444	42,812,500	331,875,000	205,000,000	150,000,000	104,895,833	155,520,833	223,125,000	593,600,000	593,666,667	593,533,333	138,593,750	165,468,750	255,312,500	155,000,000	200,000,000	50,000,000	125,000,000	200,000,000	200,000,000	200,000,000	175,000,000	100,000,000	37,160,000	35,000,000	7,000,000	18,000,000	14,000,000	13,000,000	12,000,000	7,000,000	16,000,000	11,500,000	11,500,000	9,000,000	5,600,000	4,000,000	9,300,000	1,338,678	200,000	500,000	500,000		1,500,000	500,000	400,000	400,000	156,600	207,000	175,700	139,000	192,800	321,000	211,200	70,000	67,500	86,136	100,000	1,000	89,660	260,000	351,000		6,000,000	2,410,414	11,150,000	8,928,571	5,376,344	3,079,286	2,952,958	3,359,033	11,000,000	5,000,000	1,000,000
Value of notes converted in common stock					34,840	5,265	6,702	873	10,443	2,923	10,428	2,601	1,630	2,445	9,998	2,935	2,853	1,630	968	825	628	3,914	953	2,941	5,955	5,091	1,095	526	2,800	5,530			14,250	4,837	28,500		21,375	11,137	51,600	4,000	3,375	24,000	7,482	24,000		5,145		50,000	1,444	6,520	5,705	5,705	10,500	8,969	10,450	6,375	10,125	4,000	1,720	805	4,000	2,588	3,285	6,347	6,702	132	9,000	8,768	12,820	19,050	13,565	2,601	17,115	17,115	10,595	9,780	9,780	1,104	3,701	5,933	5,863	3,490	4,194	3,035	2,275	8,070	7,556	7,500	7,500	6,750	7,500	6,750	5,250	8,000	4,549	2,536	7,076	3,178					38,376	21,334	30,000	20,000	16,000	29,300	40,000	76,140	28,850		9,360	50,000		99,000	4,225	24,275	22,500	24,000	20,000	6,850	53,100	32,800	36,000	50,350	74,650	35,700	44,520	44,525	44,515	22,175	26,475	40,850	24,800	32,000	7,500	20,000	6,834	32,000	32,000	28,000	7,500	5,574	3,125	22,176	56,106	43,400	30,576	10,428	2,083	13,904	9,994	9,994	11,880	6,748	4,672	8,580	2,470	872	3,188	3,188	1,356	10,688	3,213	2,560	2,500	979	1,320	1,120	938	1,591	2,688	1,785	718	768	991	1,150	12	1,816	3,822	4,065	1,200	120,000				25,000	21,555	37,001	2,919	9,559	33,484	3,205	1,205
Per Share price of shares issued upon conversion of notes							$ 0.002078	$ 0.002123	$ 0.00222	$ 0.002923	$ 0.002923	$ 0.001065	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000848	$ 0.001173	$ 0.001253	$ 0.001518	$ 0.001625	$ 0.001205	$ 0.001095	$ 0.000923	$ 0.000845	$ 0.00075	$ 0.001	$ 0.001225	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.00015	$ 0.00015	$ 0.00015	$ 0.000225	$ 0.00043	$ 0.0006	$ 0.000375	$ 0.000675	$ 0.0004	$ 0.00045	$ 0.0008	$ 0.00119	$ 0.00105	$ 0.001268	$ 0.0021	$ 0.002175	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.00015	$ 0.000375	$ 0.00045	$ 0.000425	$ 0.000675	$ 0.0004	$ 0.00043	$ 0.00045	$ 0.0008	$ 0.001035	$ 0.001095	$ 0.002603	$ 0.002078	$ 0.002123	$ 0.003	$ 0.002923	$ 0.003205	$ 0.003175	$ 0.002315	$ 0.001065	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000848	$ 0.001173		$ 0.001268	$ 0.001518	$ 0.001625	$ 0.001345	$ 0.001095	$ 0.000075	$ 0.000075	$ 0.000225	$ 0.0003	$ 0.00045	$ 0.000525	$ 0.0004	$ 0.00105	$ 0.001268	$ 0.00122	$ 0.0016725	$ 0.000213	$ 0.00024	$ 0.00024	$ 0.000453	$ 0.00048	$ 0.00042667	$ 0.0004	$ 0.0004	$ 0.0004	$ 0.000586	$ 0.001	$ 0.001269	$ 0.002885	$ 0.000952	$ 0.00043	$ 0.00107	$ 0.0012675	$ 0.02	$ 0.000425	$ 0.000375	$ 0.000375	$ 0.0004	$ 0.00045	$ 0.00016	$ 0.00016	$ 0.00016	$ 0.00024	$ 0.00048	$ 0.00048	$ 0.00016	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.00016	$ 0.00016	$ 0.00016	$ 0.00016	$ 0.00016	$ 0.00015	$ 0.00016	$ 0.000075	$ 0.00016	$ 0.00016	$ 0.00016	$ 0.000075	$ 0.00015	$ 0.003117	$ 0.003168	$ 0.003117	$ 0.0031	$ 0.002352	$ 0.000869	$ 0.000869	$ 0.000869	$ 0.000869	$ 0.000869	$ 0.00132	$ 0.001205	$ 0.001168	$ 0.000923	$ 0.001845	$ 0.00436	$ 0.00436	$ 0.006375	$ 0.006968	$ 0.007125	$ 0.006425	$ 0.0064	$ 0.00625	$ 0.00625	$ 0.006375	$ 0.006375	$ 0.00675	$ 0.00825	$ 0.008375	$ 0.0085	$ 0.01025	$ 0.011375	$ 0.0115	$ 0.0115	$ 0.01225	$ 0.02025	$ 0.0147	$ 0.015	$ 0.015	$ 0.02	$ 0.000869	$ 0.000869	$ 0.000896	$ 0.00465	$ 0.007	$ 0.01253	$ 0.000869	$ 0.000869	$ 0.006968	$ 0.003205		$ 0.001268	$ 0.001253
Accrued interest on convertible notes converted								5,163	2,877																						30,222	18,750		8,233		13,113								4,800	8,211		8,242							3,405	4,160					3,179																																			806				17,587	24,000	24,000	45,300	24,024									5,712	1,926		57,000																								8,166						105,970																																								2,095	9,689	8,000
Number of warrants exercised																																																																																																																																																																																																						1,000,000		1,000,000		2,000
Common stock, shares issued																																																																																																																																																																																																						363,056
Issuance of common stock for services, shares																																																																																																																																																																																																											22,261,770	2,000,000	3,000,000
Issuance of common stock for services	$ 99,000	$ (32,601)																																																																																																																																																																																																									$ 327,248	$ 31,400	$ 6,000
Per share price of shares issued upon conversion of service rendered																																																																																																																																																																																																											$ 0.0147	$ 0.0157	$ 0.002
Common stock, shares issued	18,414,546	1,708,096																																																																																																																																																																																																					9,207,273,234		18,414,547
Common stock, shares outstanding	18,414,546	1,708,096																																																																																																																																																																																																					9,207,273,234		18,414,547
Common stock owned by our officers																																																																																																																																																																																																							15,125,562		30,251
Number of officers who own common stock	2
Common stock, shares authorized	20,000,000,000	1,000,000	20,000,000,000	5,000,000,000
Common stock, par value	$ 0.00001	$ 0.00001

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Convertible Notes Payable (Tables)

12 Months Ended

Mar. 31, 2013

Convertible Notes Payable [Abstract]

Components of convertible notes payable

			Fair Value Amounts
			March 31, 2013		March 31, 2012
$	312,000	Convertible Note Financing (a)	$	-	$	31,201
$	1,200,000	Convertible Note Financing (b)	$	-		569,774
$	243,333	Convertible Note Financing (c)	$	-		292,000
$	60,833	Convertible Note Financing (d)	$	-		60,833
$	20,000	Convertible Note Financing (c)	$	-		20,000
$	120,000	Convertible Note Financing (e)	$	-		74,932
$	5,000	Convertible Note Financing (e)	$	-		11,964
$	60,000	Convertible Note Financing (e)	$	-		92,394
$	70,835	Convertible Note Financing (e)	$	-		109,689
$	507,500	Convertible Note Financing (f)	$	-		529,393
$	200,000	Convertible Note Financing (e)	$	-		79,372
$	161,111	Convertible Note Financing (e)	$	-		72,736
$	27,778	Convertible Note Financing (e)	$	-		23,894
$	111,112	Convertible Note Financing (g)	$	-		229,636
$	50,000	Convertible Note Financing (e)	$	-		26,122
$	55,000	Convertible Note Financing (e)	$	-		322,408
$	137,500	Convertible Note Financing (e)	$	-		404,494
$	55,000	Convertible Note Financing (e)	$	-		322,408
$	100,000	Convertible Note Financing (h)	$	-		38,829
$	900,000	Convertible Note Financing (i)	$	-		568,135
$	400,000	Convertible Note Financing (j)	$	-		415,335
$	600,000	Convertible Note Financing (k)	$	-		722,663
$	221,937	Convertible Note Financing (l)	$	-		132,508
$	500,000	Convertible Note Financing (m)	$	-		828,664
$	59,359	Convertible Note Financing (n)	$	-		59,359
$	1,000,000	Convertible Note Financing (o)	$	-		1,733,696
$	172,211	Convertible Note Financing (p)	$	-		300,962
$	75,000	Convertible Note Financing (q)	$	-		-
$	125,000	Convertible Note Financing (r)	$	-		-
$	75,000	Convertible Note Financing (s)	$	-		-
$	137,783	Convertible Note Financing (t)	$	-		-
$	25,000	Convertible Note Financing (u)	$	-		-
$	5,492,271	Convertible Note Financing due February 21, 2015 (v), (1) (2)	$	9,451,652		-
$	25,000	Convertible Note Financing due May 31, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due June 30, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due July 31, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due August 31, 2013 (u)-(v), (3)	$	62,500		-
		Total convertible notes payable	$	9,701,652	$	8,073,401

(1) All of the above previous convertible notes were surrendered to the Company through a February 21, 2013 exchange agreement whereas the Company issued new consolidated notes per debt holder for a total outstanding amount on the above date for $5,020,944, $350,000 in new notes for the surrender of 212,501,323/425,003 (before and after reverse stock split) Class A warrants plus $121,327 in  a new note for work rendered for this consolidated financing in the grand total of $5,492,271.

(2)	New convertible note issued to existing note holder for consideration of work in assisting the Company for modifications and surrender of old convertible notes payable. Fee based on 5% of note holder's outstanding amount of $2,426,531 for $121,327 as of Febraury 21, 2013.
(3)	Monthly retainer fee for $25,000 issued as a convertible note

Summary of Annual maturities of long-term convertible debt

Years ending March 31,	Face value $ Amount		Fair value $ Amount
2013	$	-	$	-
2014		100,000		250,000
2015		5,310,290		9,451,652
2016		-		-
2017		-		-
thereafter		-		-
Total long-term convertible debt, including current maturities		5,410,290		9,701,652

$312,000 convertible notes payable [Member]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]

Modification and Waiver Agreements related to financing

Date	Terms	Consideration
June 2008	Extend maturity to July 15, 2008	9,750 shares of common stock
September 2008	Extend maturity to sooner of January 1, 2009 or closing of another funding	Increase principal by $52,000
January 2009	Extend maturity date to July 1, 2009 and add a conversion option of $0.05	140,000 shares of restricted stock
January 2010	Extend maturity date to June 30, 2010	Convertible notes (See Note 6(h)
July 2010	Extend maturity date to March 31, 2011	Change in conversion price to $.035
March 2011	Extend maturity date to March 31, 2012	Change in conversion price to $.02
March 2012	Extend maturity date to March 31, 2014	New convertible notes (See Note 6 (p)

$100,000 Convertible Promissory Note Financing [Member]

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]

Summary of various allonges

	Date of Allonge	$ Amount		Finder's Fees
Allonge #1	8/22/2012	$	75,000	$	-
Allonge #2	10/18/2012		150,000		15,000
Allonge #3	11/9/2012		135,000		10,000
Allonge #4	12/6/2012		165,000		15,000
Allonge #5	12/14/2012		165,000		15,000
Allonge #6	1/14/2013		220,000		20,000
Allonge #7	2/15/2013		40,000		5,000
Total		$	950,000	$	80,000

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Consolidated Statement of Cash Flows (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
CASH FLOWS (USED) BY OPERATING ACTIVITIES:
Net loss	$ (6,813,934)	$ (6,149,343)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	27,118	6,831
Compensatory stock and warrants	99,504	165,068
Bad debt expense	15,190	817
Derivative expense/(income)	(244,155)	396,512
Fair value adjustment of convertible note	2,091,049	3,169,350
Loss on debt extinguishment	2,022,451
Amortization of debt discount	303,613	365,127
Loss on disposal of fixed assets	198	14,345
Changes in operating assets and liabilities:
Accounts receivable	1,613	(7,454)
Prepaid expenses and other assets	43,375	271
Inventories	156,775	(178,301)
Deferred revenue	(7,661)	(11,274)
Accounts payable and accrued liabilities	1,081,187	642,836
Net cash (used) in operating activities	(1,223,677)	(1,585,215)
CASH FLOWS (USED) BY INVESTING ACTIVITIES:
Purchase of equipment	(10,902)	(16,002)
Trademarks	(126)
Net cash used in investing activities	(11,028)	(16,002)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable	950,000	1,325,000
Proceeds from short-term bridge loans payable	250,000	400,000
Repayment of notes	(90,000)	(225,000)
Net cash provided by financing activities	1,110,000	1,500,000
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	(124,705)	(101,217)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	132,120	233,337
CASH AND CASH EQUIVALENTS AT END OF PERIOD	7,415	132,120
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for interest		3,451
Cash paid for taxes
Non-cash investing and financing activities:
Payment of financing fees with issuance of new notes payable	325,000	15,000
Payment of financing fees with common stock and warrants		$ 146,559

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Going Concern and Management's Plans

12 Months Ended

Mar. 31, 2013

Going Concern And Managements Plans [Abstract]

Going Concern and Management's Plans

Note 2 – Going Concern and Management’s Plans:

As reflected in the accompanying consolidated financial statements, the Company has incurred accumulated operating losses of $35,330,484 and negative cash flows from operations and has a significant working capital deficiency in the amount of $7,182,088 at March 31, 2013. The Company has been dependent upon third party financing and will continue to depend on additional financing for at least the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During 2013, 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.

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Accrued Liabilities

12 Months Ended

Mar. 31, 2013

Accrued Liabilities. [Abstract]

Accrued Liabilities:

Note 5 – Accrued Liabilities:

Accrued liabilities consist of the following as of March 31, 2013 and 2012:

	2013		2012
Accrued payroll and related taxes	$	2,770,580	$	2,111,853
Accrued marketing program costs		580,000		580,000
Accrued professional fees		74,950		70,000
Accrued interest		1,221,671		1,037,044
Accrued board of directors' fees		170,792		134,792
Other expenses		190,578		232,111
Total Accrued Liabilities	$	5,008,571	$	4,165,800

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Income Taxes (Details 1)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Summary of reconciliation of federal statutory rate to the Company's effective rate
Benefit at federal statutory rate	(34.00%)	(34.00%)
Benefit at state rate, net of federal deficit	2.37%	2.31%
Fair value adjustment of convertible debt	30.69%	51.54%
Non-deductible derivative loss	(3.58%)	6.45%
Loss on extinguishment of debt	29.68%	0.00%
Non-deductible travel expenses	0.06%	0.07%
Benefit at the Company's effective rate	(25.22%)	(26.37%)
Less valuation allowance effective tax rate	0.00%	0.00%

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Significant Accounting Policies

12 Months Ended

Mar. 31, 2013

Significant Accounting Policies [Abstract]

Significant Accounting Policies:

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. All material intercompany balances and transactions have been eliminated.

(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.

(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 in international markets during the next fiscal year.

(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 finished goods on consignment represent products shipped under a “pay on scan” model whereas the revenue is deferred until the customer sells through such products to the end consumer. The components of inventories as of March 31, 2013 and March 31, 2012 are below:

	March 31, 2013		March 31, 2012
Finished goods	$	101,721	$	252,413
Finished goods on consignment		-		6,083
Total inventories	$	101,721	$	258,496

(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, three years for computer equipment and three years for purchased software. 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.

(g)       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, 2013			March 31, 2012
Trademark costs	$	31,696		$	31,570
Less accumulated amortization		(26,910	)		(6,290	)
Total Trademarks - Net	$	4,786		$	25,280

Amortization expense amounted to $20,620 and $1,897 for the years ended March 31, 2013 and March 31, 2012, 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.

(h)       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 Codificationwhich 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.

(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 is more akin to debt than equity.

We carry cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities at historical costs; their respective estimated fair values approximate carrying values due to their current nature.

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, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

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 are required to be carried as derivative liabilities, at fair value, in our financial statements. However, we are allowed to elect fair value measurement of the hybrid financial instruments, on a case-by-case basis, rather than bifurcate the derivative. We believe that fair value measurement of the hybrid convertible promissory notes financing arrangements provide a more meaningful presentation of that financial instrument. As the Company exchanged all applicable warrants through the issuance of new convertible notes in February 21, 2013, derivative liabilities should be zero or reflect immaterial balances.

(j)       Revenue Recognition:

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 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. However, the Company entered into a sales agreement with a distributor in 2012 whereby unsold product is subject to return provisions.  In determining revenue recognition for products shipped to this customer, the Company follows the guidance in ASC 605, “Revenue Recognition” (“ASC 605”).  Certain of the products shipped are under a “pay on scan” model, and revenue is deferred by the Company until such time as the customer sells through such products to the end consumer. We no longer have a relationship with this distributor as the amount of deferred revenue relating to pay on scan products reflected in the accompanying balance sheet as of March 31, 2013 and 2012 amounted to $0 and $7,661, respectively.

The Company’s 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 $2,625 for the year ended March 31, 2013 which are recorded as reductions to the reported revenues.  We did not record any slotting fees for the year ended March 31, 2012. 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 $53,046 and $29,878 for the year ended March 31, 2013 and March 31, 2012, respectively.

(k)      Shipping and Handling Costs:

Shipping and handling costs incurred to deliver products to our customers are included as a component of cost of sales.  These costs amounted to $38,164 and $38,300 for the year ended March 31, 2013 and March 31, 2012, respectively.

(l)       Income Taxes:

We utilize the liability method of accounting for income 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 2008 through 2013.

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  For the year ended March 31, 2013 and 2012, we had no accrued interest or penalties related to income taxes. We currently have no federal or state tax examinations in progress.

(m)     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, 2013 and 2012, respectively, potential common shares arising from the our stock warrants, stock options, convertible preferred stock and convertible debt and accrued interest payable amounted to 407,252,998/814,506 (before and after reverse stock split) shares for 2013 and 594,096,790/1,188,194 (before and after reverse stock split) shares for 2012 and were not included in the computation of diluted loss per share because their effect was anti-dilutive.

(n)      Recent Accounting Pronouncements Affecting the Company:

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 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 is currently evaluating the impact these amendments may have on its disclosures.

In June 2011, the Financial Accounting Standards Board issued an ASU that provides amendments on the presentation of comprehensive income. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments do not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. In both cases, the tax effect for each component must be disclosed in the notes to the financial statements or presented in the statement in which other comprehensive income is presented. The amendments do not affect how earnings per share is calculated or presented. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. For the Company, the amendment is effective for fiscal 2013. The effect of adoption did not have any impact on the Company as there were no elements of other comprehensive income.

In October, 2012, the Financial Accounting Standards 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.

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 agreement.  These amendments should be applied for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods.  The Company is currently evaluating the impact these amendments may have on its disclosures.

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 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 Company is currently evaluating the impact these amendments may have on its disclosures.

(o)      Advertising Costs

Advertising costs are charged to operations when incurred and are included in operating expenses.  Advertising costs for the years ended March 31, 2013 and 2012 were $7,135 and $93,877, respectively.

(p)      Concentration of Sales to Certain Clients

During fiscal 2012-2013, the Company had sales to one client that represented 25% of total revenues in the amount of $111,770.  Receivables from this entity totaled $5,423 at March 31, 2013.

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Convertible Notes Payable (Details 1) (USD $)	Mar. 31, 2013
Summary of Annual maturities and fair value of long-term convertible debt
2013
2014	100,000
2015	5,310,290
2016
2017
thereafter
Total long-term convertible debt, including current maturities	5,410,290
Fair value, 2013
Fair value, 2014	250,000
Fair value, 2015	9,451,652
Fair value, 2016
Fair value, 2017
Fair value, thereafter
Fair value, total	$ 9,701,652

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Stockholders' Deficit (Tables)

12 Months Ended

Mar. 31, 2013

Stockholders' Deficit [Abstract]

Schedule of outstanding warrants

							Reverse Stock Split
		Expiration	Warrants		Exericse		Restated		Restated
Issued Class A Warrants	Grant Date	Date	Granted		Price		Warrants		Price
April, 2008 Supply Agreement	4/16/2008	4/15/2013		5,000	$	15.00		10	$	7,500.00
Aprl, 2008 Finder's Fees	4/14/2008	4/13/2013		3,125	$	10.00		6	$	5,000.00
May, 2008 Finder's Fees	5/19/2008	5/18/2013		1,875	$	10.00		4	$	5,000.00
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800	$	1.00		54	$	500.00
September, 2010 Debt Extension	9/9/2010	9/9/2013		51,000	$	0.05		102	$	25.00
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000	$	0.05		24	$	25.00
Total issued Class A warrants				99,800				200
Unissued Class B warrants (a):
April, 2008 Finder's Fees				3,125				6
May, 2008 Finder's Fees				1,875				4
Total unissued Class B Warrants				5,000				10
Total Warrants				104,800				210

(a) When certain Class A warrants are exercised, holders of these warrants will receive an equal number of Class B warrants with an exercise price of $15.00/$7,500 (before and after reverse stock split).

				Weighted		Reverse Stock Split
				Average		Restated			Restated
	Shares			Price		Warrants			Price
Activity for our common stock warrants is presented below:
Total warrants outstanding March 31, 2011		116,470,441		$	1.60		232,941		$	800.00
New warrants granted		97,500,000			0.02		195,000		$	10.00
Warrants that expired		(70,000	)				(140	)
Total warrants outstanding March 31, 2012		213,900,441			0.04		427,801		$	20.00
Cashless exercise of warrants		(1,000,000	)				(2,000	)
Warrants that expired		(112,500	)				(225	)
Warrants surrendered for exchange of new convertible notes		(212,501,323	)				(425,002	)
Warrants (Class B) cancelled for exchange of new convertible notes		(181,818	)				(364	)
Total warrants outstanding March 31, 2013		104,800		$	2.19		210		$	1,095.00

Summary of estimated fair value of stock options on the date of grant using a Black-Scholes-Merton (BSM) option-pricing formula

	Before Reverse			After Reverse			Before Reverse			After Reverse
	Stock Split			Stock Split			Stock Split			Stock Split
Year Ended 3/31/09
	17,500 options			35 options			884,569 options			1,769 options
Expected Term (in years)		3.33			3.33			5			5
Risk-free rate		3.23	%		3.23	%		1.72	%		1.72	%
Volatility (based on peer group)		107	%		107	%		78.02	%		78.02	%
Dividends		-			-			-			-

Year Ended 3/31/10
	50,000 options			100 options			75,000 options			150 options
Expected Term (in years)		5			5			5			5
Risk-free rate		2.42	%		2.42	%		2.42	%		2.42	%
Volatility (based on peer group)		103	%		103	%		103	%		103	%
Dividends		-			-			-			-

Year Ended 3/31/12
	27,109,009 options			54,204 options
Expected Term (in years)		5			5
Risk-free rate		0.83	%		0.83	%
Volatility (based on peer group)		115	%		115	%
Dividends		-			-

Summary of option activity under the stock option plans

					Before Reverse		After Reverse		Weighed-
					Stock Split		Stock Split		Average
					Weighted-		Weighted-		Remaining
	Before Reverse		After Reverse		Average		Average		Contractual		Aggregate
	Stock Split		Stock Split		Exercise		Exercise		Term		Intrinsic
Options	Shares		Shares		Price		Price		(in years)		Value
Outstanding at 3/31/10		1,027,068		2,054	$	1.20	$	600.00		4.11		-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at 3/31/11		1,027,068		2,054	$	1.20	$	600.00		3.11		-
Granted		27,102,009		54,204	$	0.02	$	10.00
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding at 3/31/12		28,129,077		56,258	$	0.06	$	30.00		4.66		-

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Organization and Nature of Business (Details)	12 Months Ended
	Mar. 31, 2013	Jan. 30, 2013	May 01, 2012	Mar. 31, 2012
Organization and Nature of Business (Textual)
Common stock, shares authorized before amendment		5,000,000,000	1,000,000,000
Common stock, shares authorized	20,000,000,000	20,000,000,000	5,000,000,000	1,000,000
Reverse stock split ratio	1-for-500

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Stockholders' Deficit (Details Textual 2) (USD $)	12 Months Ended		0 Months Ended							1 Months Ended	12 Months Ended	0 Months Ended			0 Months Ended					0 Months Ended	12 Months Ended	0 Months Ended			0 Months Ended					0 Months Ended	12 Months Ended	0 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 10, 2010 Scientific Advisory Board [Member]	Mar. 10, 2010 Outside Legal Counsel [Member]	Dec. 31, 2011 Non-Qualified Stock Options [Member]	Dec. 21, 2011 Non-Qualified Stock Options [Member]	Mar. 30, 2009 Non-Qualified Stock Options [Member]	Aug. 31, 2008 Non-Qualified Stock Options [Member]	Aug. 01, 2008 Non-Qualified Stock Options [Member]	Mar. 31, 2009 2009 Stock Option [Member]	Mar. 31, 2011 2010 Stock Compensation and Incentive Plan	Jan. 10, 2013 2013 Equity Incentive Plan {Member]	Mar. 10, 2010 Before reverse stock split [Member] Scientific Advisory Board [Member]	Mar. 10, 2010 Before reverse stock split [Member] Outside Legal Counsel [Member]	Oct. 31, 2007 Before reverse stock split [Member] 2007 Stock Compensation and Incentive Plan [Member]	Dec. 21, 2011 Before reverse stock split [Member] Non-Qualified Stock Options [Member]	Mar. 30, 2009 Before reverse stock split [Member] Non-Qualified Stock Options [Member]	Aug. 01, 2008 Before reverse stock split [Member] Non-Qualified Stock Options [Member]	Mar. 31, 2009 Before reverse stock split [Member] 2009 Stock Option [Member]	May 25, 2010 Before reverse stock split [Member] 2010 Stock Compensation and Incentive Plan	Mar. 31, 2011 Before reverse stock split [Member] 2010 Stock Compensation and Incentive Plan	Jan. 10, 2013 Before reverse stock split [Member] 2013 Equity Incentive Plan {Member]	Mar. 10, 2010 After reverse stock split [Member] Scientific Advisory Board [Member]	Mar. 10, 2010 After reverse stock split [Member] Outside Legal Counsel [Member]	Oct. 31, 2007 After reverse stock split [Member] 2007 Stock Compensation and Incentive Plan [Member]	Dec. 21, 2011 After reverse stock split [Member] Non-Qualified Stock Options [Member]	Mar. 30, 2009 After reverse stock split [Member] Non-Qualified Stock Options [Member]	Aug. 01, 2008 After reverse stock split [Member] Non-Qualified Stock Options [Member]	Mar. 31, 2009 After reverse stock split [Member] 2009 Stock Option [Member]	May 25, 2010 After reverse stock split [Member] 2010 Stock Compensation and Incentive Plan	Mar. 31, 2011 After reverse stock split [Member] 2010 Stock Compensation and Incentive Plan	Jan. 10, 2013 After reverse stock split [Member] 2013 Equity Incentive Plan {Member]
Stockholders' Deficit (Textual)
Common stock reserved for future issuance															50,000				1,000,000						100				2,000
Common stock, par value	$ 0.00001	$ 0.00001								$ 0.001
Number of shares issued under plan															49,877										100
Number of shares available for issuance under plan															124						1,961,111	500,000,000			0						3,922	1,000,000
Number non-qualified stock options issued																27,102,009	884,569	17,500								54,204	1,769	35
Exercise price of warrant/stock option	1.00												0.60	1.00		0.02	1.00	13.00					300.00	500.00		10.00	500.00	6,500
Stock option expiration period			5 years	5 years		5 years	5 years		5 years
Stock options vested expiration date			Mar. 11, 2015	Mar. 11, 2015			Mar. 31, 2014		Jul. 31, 2013
Full cost recognize due to vesting of stock option			$ 41,100	$ 57,450	$ 12,656			$ 163,240		$ 159,348
Approved issuance of stock option by board of Directors				75,000									50,000							3,750,000			100							7,500
Common stock issued for professional services and payroll	$ 99,000	$ (32,601)									$ 161,000
Common stock issued for professional services and payroll, Shares																					3,288,889										6,578
Increase in stock available for issuance under plan												Common stock available for issuance under this plan shall automatically increase on February 1st of each year for a period of 9 years commencing January 1, 2014 in an amount equal to the lesser of 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year or 15,000,000/30,000 (before and after reverse stock split) shares.
Number of shares returned back																					1,500,000										3,000

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Fixed Assets (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Summary of fixed assets
Fixed Assets, gross	$ 57,715	$ 50,768
Less: accumulated depreciation	(28,857)	(26,115)
Total Fixed Assets	28,858	24,653
Equipment [Member]
Summary of fixed assets
Fixed Assets, gross	19,669	19,669
Furniture and fixtures [Member]
Summary of fixed assets
Fixed Assets, gross	12,837	12,837
Leasehold improvements [Member]
Summary of fixed assets
Fixed Assets, gross	0	3,954
Vehicles [Member]
Summary of fixed assets
Fixed Assets, gross	24,382	13,481
Purchased software [Member]
Summary of fixed assets
Fixed Assets, gross	$ 827	$ 827

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Stockholders' Deficit (Details Textual 1) (USD $)	12 Months Ended				0 Months Ended																																																																																																																																																																																						0 Months Ended
	Mar. 31, 2012	Mar. 31, 2013	Jul. 25, 2011	Apr. 02, 2011	Dec. 30, 2011 Employee Stock Option [Member]	Apr. 10, 2012 January, 2011 convertible notes [Member]	Apr. 05, 2012 January, 2011 convertible notes [Member]	Apr. 03, 2012 January, 2011 convertible notes [Member]	Feb. 17, 2012 January, 2011 convertible notes [Member]	Feb. 16, 2012 January, 2011 convertible notes [Member]	Feb. 02, 2012 January, 2011 convertible notes [Member]	Jan. 31, 2012 January, 2011 convertible notes [Member]	Jan. 30, 2012 January, 2011 convertible notes [Member]	Jan. 27, 2012 January, 2011 convertible notes [Member]	Jan. 26, 2012 January, 2011 convertible notes [Member]	Jan. 25, 2012 January, 2011 convertible notes [Member]	Jan. 20, 2012 January, 2011 convertible notes [Member]	Jan. 10, 2012 January, 2011 convertible notes [Member]	Dec. 20, 2011 January, 2011 convertible notes [Member]	Dec. 07, 2011 January, 2011 convertible notes [Member]	Nov. 23, 2011 January, 2011 convertible notes [Member]	Nov. 17, 2011 January, 2011 convertible notes [Member]	Nov. 10, 2011 January, 2011 convertible notes [Member]	Nov. 08, 2011 January, 2011 convertible notes [Member]	Nov. 03, 2011 January, 2011 convertible notes [Member]	Nov. 01, 2011 January, 2011 convertible notes [Member]	Oct. 12, 2011 January, 2011 convertible notes [Member]	Sep. 27, 2011 January, 2011 convertible notes [Member]	Sep. 13, 2011 January, 2011 convertible notes [Member]	Feb. 11, 2013 March, 2011 convertible notes [Member]	Nov. 26, 2012 March, 2011 convertible notes [Member]	Nov. 21, 2012 March, 2011 convertible notes [Member]	Oct. 11, 2012 March, 2011 convertible notes [Member]	Sep. 19, 2012 March, 2011 convertible notes [Member]	Sep. 06, 2012 March, 2011 convertible notes [Member]	Aug. 16, 2012 March, 2011 convertible notes [Member]	Aug. 15, 2012 March, 2011 convertible notes [Member]	Jun. 25, 2012 March, 2011 convertible notes [Member]	May 31, 2012 March, 2011 convertible notes [Member]	May 25, 2012 March, 2011 convertible notes [Member]	Apr. 11, 2012 March, 2011 convertible notes [Member]	Apr. 10, 2012 March, 2011 convertible notes [Member]	Apr. 05, 2012 March, 2011 convertible notes [Member]	Feb. 22, 2012 March, 2011 convertible notes [Member]	Feb. 17, 2012 March, 2011 convertible notes [Member]	Feb. 13, 2012 March, 2011 convertible notes [Member]	Feb. 09, 2012 March, 2011 convertible notes [Member]	Feb. 03, 2012 March, 2011 convertible notes [Member]	Feb. 02, 2012 March, 2011 convertible notes [Member]	Jan. 31, 2012 March, 2011 convertible notes [Member]	Jan. 30, 2012 March, 2011 convertible notes [Member]	Jan. 27, 2012 March, 2011 convertible notes [Member]	Jan. 26, 2012 March, 2011 convertible notes [Member]	Jan. 25, 2012 March, 2011 convertible notes [Member]	Jan. 23, 2012 March, 2011 convertible notes [Member]	Jan. 20, 2012 March, 2011 convertible notes [Member]	Jan. 10, 2012 March, 2011 convertible notes [Member]	Dec. 20, 2011 March, 2011 convertible notes [Member]	Dec. 07, 2011 March, 2011 convertible notes [Member]	Nov. 28, 2011 March, 2011 convertible notes [Member]	Nov. 23, 2011 March, 2011 convertible notes [Member]	Nov. 17, 2011 March, 2011 convertible notes [Member]	Nov. 14, 2011 March, 2011 convertible notes [Member]	Nov. 08, 2011 March, 2011 convertible notes [Member]	Mar. 28, 2012 June, 2011 convertible notes [Member]	Mar. 21, 2012 June, 2011 convertible notes [Member]	Mar. 06, 2012 June, 2011 convertible notes [Member]	Mar. 02, 2012 June, 2011 convertible notes [Member]	Mar. 01, 2012 June, 2011 convertible notes [Member]	Feb. 27, 2012 June, 2011 convertible notes [Member]	Jan. 30, 2012 June, 2011 convertible notes [Member]	Jan. 27, 2012 June, 2011 convertible notes [Member]	Jan. 26, 2012 June, 2011 convertible notes [Member]	Jan. 20, 2012 June, 2011 convertible notes [Member]	Jan. 10, 2012 June, 2011 convertible notes [Member]	Dec. 31, 2011 June, 2011 convertible notes [Member]	Jan. 10, 2012 October, 2011 convertible notes [Member]	Jan. 27, 2012 March 2009 convertible notes [Member]	Jan. 25, 2012 March 2009 convertible notes [Member]	Jan. 12, 2012 March 2009 convertible notes [Member]	Aug. 11, 2011 March 2009 convertible notes [Member]	Jul. 20, 2011 March 2009 convertible notes [Member]	May 06, 2011 March 2009 convertible notes [Member]	Mar. 12, 2012 October, 2007 convertible notes [Member]	Mar. 06, 2012 October, 2007 convertible notes [Member]	Mar. 02, 2012 October, 2007 convertible notes [Member]	Feb. 23, 2012 October, 2007 convertible notes [Member]	Feb. 21, 2012 October, 2007 convertible notes [Member]	Feb. 14, 2012 October, 2007 convertible notes [Member]	Jan. 30, 2012 October, 2007 convertible notes [Member]	Jan. 27, 2012 October, 2007 convertible notes [Member]	Jan. 25, 2012 October, 2007 convertible notes [Member]	Jan. 23, 2012 October, 2007 convertible notes [Member]	Nov. 29, 2011 October, 2007 convertible notes [Member]	Nov. 10, 2011 October, 2007 convertible notes [Member]	Nov. 08, 2011 October, 2007 convertible notes [Member]	Nov. 03, 2011 October, 2007 convertible notes [Member]	Sep. 01, 2011 October, 2007 convertible notes [Member]	Aug. 11, 2011 October, 2007 convertible notes [Member]	Aug. 03, 2011 October, 2007 convertible notes [Member]	Jul. 27, 2011 October, 2007 convertible notes [Member]	Jul. 25, 2011 October, 2007 convertible notes [Member]	Jul. 21, 2011 October, 2007 convertible notes [Member]	Jun. 30, 2011 October, 2007 convertible notes [Member]	Jun. 22, 2011 October, 2007 convertible notes [Member]	Jun. 20, 2011 October, 2007 convertible notes [Member]	Jun. 15, 2011 October, 2007 convertible notes [Member]	Jun. 14, 2011 October, 2007 convertible notes [Member]	Jun. 13, 2011 October, 2007 convertible notes [Member]	Jun. 07, 2011 October, 2007 convertible notes [Member]	Jun. 01, 2011 October, 2007 convertible notes [Member]	May 25, 2011 October, 2007 convertible notes [Member]	May 23, 2011 October, 2007 convertible notes [Member]	May 18, 2011 October, 2007 convertible notes [Member]	May 17, 2011 October, 2007 convertible notes [Member]	May 13, 2011 October, 2007 convertible notes [Member]	May 12, 2011 October, 2007 convertible notes [Member]	May 02, 2011 October, 2007 convertible notes [Member]	Apr. 14, 2011 October, 2007 convertible notes [Member]	Apr. 06, 2011 October, 2007 convertible notes [Member]	Apr. 02, 2011 October, 2007 convertible notes [Member]	Mar. 28, 2013 July, 2010 convertible notes [Member]	Mar. 12, 2013 July, 2010 convertible notes [Member]	Feb. 22, 2013 July, 2010 convertible notes [Member]	Feb. 13, 2013 July, 2010 convertible notes [Member]	Jan. 17, 2013 July, 2010 convertible notes [Member]	Jan. 16, 2013 July, 2010 convertible notes [Member]	Dec. 17, 2012 July, 2010 convertible notes [Member]	Nov. 20, 2012 July, 2010 convertible notes [Member]	Oct. 18, 2012 July, 2010 convertible notes [Member]	Oct. 05, 2012 July, 2010 convertible notes [Member]	Sep. 18, 2012 July, 2010 convertible notes [Member]	Sep. 05, 2012 July, 2010 convertible notes [Member]	Aug. 15, 2012 July, 2010 convertible notes [Member]	Jul. 02, 2012 July, 2010 convertible notes [Member]	Jun. 22, 2012 July, 2010 convertible notes [Member]	Jun. 11, 2012 July, 2010 convertible notes [Member]	May 17, 2012 July, 2010 convertible notes [Member]	Apr. 10, 2012 July, 2010 convertible notes [Member]	Apr. 04, 2012 July, 2010 convertible notes [Member]	Jan. 27, 2012 July, 2010 convertible notes [Member]	Jan. 26, 2012 July, 2010 convertible notes [Member]	Jan. 25, 2012 July, 2010 convertible notes [Member]	Mar. 29, 2012 July, 2010 convertible notes one [Member]	Mar. 27, 2012 July, 2010 convertible notes one [Member]	Mar. 21, 2012 July, 2010 convertible notes one [Member]	Mar. 19, 2012 July, 2010 convertible notes one [Member]	Mar. 13, 2012 July, 2010 convertible notes one [Member]	Mar. 02, 2012 July, 2010 convertible notes one [Member]	Mar. 01, 2012 July, 2010 convertible notes one [Member]	Feb. 28, 2012 July, 2010 convertible notes one [Member]	Feb. 22, 2012 July, 2010 convertible notes one [Member]	Feb. 21, 2012 July, 2010 convertible notes one [Member]	Feb. 17, 2012 July, 2010 convertible notes one [Member]	Feb. 15, 2012 July, 2010 convertible notes one [Member]	Feb. 13, 2012 July, 2010 convertible notes one [Member]	Feb. 09, 2012 July, 2010 convertible notes one [Member]	Feb. 06, 2012 July, 2010 convertible notes one [Member]	Feb. 02, 2012 July, 2010 convertible notes one [Member]	Jan. 27, 2012 July, 2010 convertible notes one [Member]	Jan. 26, 2012 July, 2010 convertible notes one [Member]	Jan. 25, 2012 July, 2010 convertible notes one [Member]	Mar. 27, 2012 January, 2011 convertible notes one [Member]	Mar. 21, 2012 January, 2011 convertible notes one [Member]	Mar. 16, 2012 January, 2011 convertible notes one [Member]	Mar. 13, 2012 January, 2011 convertible notes one [Member]	Mar. 06, 2012 January, 2011 convertible notes one [Member]	Mar. 02, 2012 January, 2011 convertible notes one [Member]	Mar. 01, 2012 January, 2011 convertible notes one [Member]	Feb. 28, 2012 January, 2011 convertible notes one [Member]	Feb. 21, 2012 January, 2011 convertible notes one [Member]	Feb. 14, 2012 January, 2011 convertible notes one [Member]	Feb. 09, 2012 January, 2011 convertible notes one [Member]	Feb. 08, 2012 January, 2011 convertible notes one [Member]	Feb. 03, 2012 January, 2011 convertible notes one [Member]	Jan. 27, 2012 January, 2011 convertible notes one [Member]	Feb. 24, 2012 January, 2009 convertible notes [Member]	Feb. 21, 2012 January, 2009 convertible notes [Member]	Feb. 15, 2012 January, 2009 convertible notes [Member]	Jan. 27, 2012 January, 2009 convertible notes [Member]	Mar. 27, 2012 March, 2011 convertible notes two [Member]	Mar. 13, 2012 March, 2011 convertible notes two [Member]	Feb. 29, 2012 March, 2011 convertible notes two [Member]	Feb. 22, 2012 March, 2011 convertible notes two [Member]	Feb. 21, 2012 March, 2011 convertible notes two [Member]	Feb. 13, 2012 March, 2011 convertible notes two [Member]	Feb. 22, 2012 February, 2012 financing [Member]	Mar. 02, 2012 December, 2009 convertible notes [Member]	Feb. 10, 2012 January 2008 convertible notes [Member]	Jan. 25, 2012 January 2008 convertible notes [Member]	Mar. 23, 2012 February, 2008 convertible notes [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes						3,225,000	2,843,146	6,000,000	1,000,000	1,600,000	2,442,666	2,000,000	3,000,000	12,267,120	10,000,000	3,500,000	2,000,000	1,142,700	703,619	501,236	2,304,694	586,373	2,440,987	5,437,815	5,517,402	1,295,609	701,064	2,800,000	4,513,899	70,000,000	32,997,040	32,468,244	15,000,000	15,000,000	10,000,000	4,000,000	8,853,333	5,000,000	2,500,000	3,000,000	3,250,000	3,225,000	62,332	3,000,000	3,000,000	4,000,000	6,000,000	5,427,772	8,000,000	21,000,000	21,000,000	13,000,000	12,000,000	12,000,000	1,355,000	4,541,178	7,000,000	5,000,000	3,748,592	3,309,051	2,000,000	1,400,000	6,000,000	6,900,000	3,523,979	7,000,000	3,419,737	6,000,000	5,000,000	13,054,175	3,000,000	8,000,000	4,000,000	4,000,000	4,000,000	3,134,422	7,000,000	2,410,414	11,150,000	8,928,571	5,376,344	3,079,286	2,952,958	35,000,000	7,000,000	18,000,000	14,000,000	13,000,000	12,000,000	7,000,000	16,000,000	11,500,000	11,500,000	9,000,000	5,600,000	4,000,000	9,300,000	1,338,678	200,000	500,000	500,000		1,500,000	500,000	400,000	400,000	156,600	207,000	175,700	139,000	192,800	321,000	211,200	70,000	67,500	86,136	100,000	1,000	89,660	260,000	351,000	402,960,000	250,000,000	190,000,000	87,146,666	190,000,000	87,420,000	95,000,000	25,900,000	86,000,000	10,666,667	5,000,000	60,000,000	16,626,267	36,000,000	6,900,000	4,900,000	6,500,000	23,809,524	663,800	8,000,000	7,000,000	7,000,000	1,400,000	3,000,000	6,500,000	25,862,069	7,000,000	7,000,000	5,000,000	9,000,000	3,000,000	8,939,822	5,000,000	12,500,000	5,000,000	6,500,000	5,743,130	3,000,000	3,000,000	4,000,000	3,000,000	600,000	1,652,480	4,856,750	706,463	1,857,263	1,500,000	1,000,000	1,458,139	5,460,178	47,000,000	1,500,000	1,000,000	8,000,000	2,800,000	13,797,419	12,755,102	12,500,000	11,507,479	2,500,000	3,000,000	1,005,600	1,813,317	9,600,000	533,550		20,476,742	3,359,033	11,000,000	10,000,000
Value of notes converted in common stock			$ 34,840	$ 5,265		$ 6,702	$ 873	$ 10,443	$ 2,923	$ 10,428	$ 2,601	$ 1,630	$ 2,445	$ 9,998	$ 2,935	$ 2,853	$ 1,630	$ 968	$ 825	$ 628	$ 3,914	$ 953	$ 2,941	$ 5,955	$ 5,091	$ 1,095	$ 526	$ 2,800	$ 5,530	$ 10,500	$ 8,969	$ 10,450	$ 6,375	$ 10,125	$ 4,000	$ 1,720	$ 805	$ 4,000	$ 2,588	$ 3,285	$ 6,347	$ 6,702	$ 132	$ 9,000	$ 8,768	$ 12,820	$ 19,050	$ 13,565	$ 2,601	$ 17,115	$ 17,115	$ 10,595	$ 9,780	$ 9,780	$ 1,104	$ 3,701	$ 5,933	$ 5,863	$ 3,490	$ 4,194	$ 3,035	$ 2,275	$ 8,070	$ 7,556	$ 7,823	$ 20,300	$ 11,559	$ 20,280	$ 15,700	$ 39,554	$ 2,445	$ 4,075	$ 3,260	$ 3,260	$ 3,390	$ 2,701	$ 6,300				$ 25,000	$ 21,555	$ 37,001	$ 3,125	$ 22,176	$ 56,106	$ 43,400	$ 30,576	$ 10,428	$ 2,083	$ 13,904	$ 9,994	$ 9,994	$ 11,880	$ 6,748	$ 4,672	$ 8,580	$ 2,470	$ 872	$ 3,188	$ 3,188	$ 1,356	$ 10,688	$ 3,213	$ 2,560	$ 2,500	$ 979	$ 1,320	$ 1,120	$ 938	$ 1,591	$ 2,688	$ 1,785	$ 718	$ 768	$ 991	$ 1,150	$ 12	$ 1,816	$ 3,822	$ 4,065			$ 14,250	$ 4,837	$ 28,500		$ 21,375	$ 11,137	$ 51,600	$ 4,000	$ 3,375	$ 24,000	$ 7,482	$ 24,000		$ 5,145		$ 50,000	$ 1,444	$ 6,520	$ 5,705	$ 5,705	$ 1,609	$ 6,951	$ 18,850	$ 75,000	$ 22,190	$ 23,660	$ 15,700	$ 27,270	$ 1,939	$ 26,131	$ 10,428	$ 12,500	$ 16.025	$ 20,638	$ 18,234	$ 3,195	$ 2,445	$ 3,260	$ 2,445	$ 1,390	$ 4,792	$ 14,085	$ 2,239	$ 3,462	$ 5,070	$ 3,140	$ 4,418	$ 9,873	$ 15,064	$ 4,763	$ 3,175	$ 13,261	$ 2,282	$ 22,500	$ 30,000	$ 12,500	$ 10,000	$ 5,793	$ 9,510	$ 3,017	$ 5,440	$ 28,061	$ 1,710		$ 50,000	$ 2,919	$ 9,559	$ 28,850
Per Share price of shares issued upon conversion of notes						$ 0.002078	$ 0.002123	$ 0.00222	$ 0.002923	$ 0.002923	$ 0.001065	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000848	$ 0.001173	$ 0.001253	$ 0.001518	$ 0.001625	$ 0.001205	$ 0.001095	$ 0.000923	$ 0.000845	$ 0.00075	$ 0.001	$ 0.001225	$ 0.00015	$ 0.000375	$ 0.00045	$ 0.000425	$ 0.000675	$ 0.0004	$ 0.00043	$ 0.00045	$ 0.0008	$ 0.001035	$ 0.001095	$ 0.002603	$ 0.002078	$ 0.002123	$ 0.003	$ 0.002923	$ 0.003205	$ 0.003175	$ 0.002315	$ 0.001065	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000848	$ 0.001173		$ 0.001268	$ 0.001518	$ 0.001625	$ 0.001345	$ 0.001095	$ 0.00222	$ 0.0029	$ 0.00338	$ 0.00338	$ 0.00314	$ 0.00303	$ 0.001087	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.000848	$ 0.000863	$ 0.0009	$ 0.000869	$ 0.000869	$ 0.000896	$ 0.00465	$ 0.007	$ 0.01253	$ 0.003117	$ 0.003168	$ 0.003117	$ 0.0031	$ 0.002352	$ 0.000869	$ 0.000869	$ 0.000869	$ 0.000869	$ 0.000869	$ 0.00132	$ 0.001205	$ 0.001168	$ 0.000923	$ 0.001845	$ 0.00436	$ 0.00436	$ 0.006375	$ 0.006968	$ 0.007125	$ 0.006425	$ 0.0064	$ 0.00625	$ 0.00625	$ 0.006375	$ 0.006375	$ 0.00675	$ 0.00825	$ 0.008375	$ 0.0085	$ 0.01025	$ 0.011375	$ 0.0115	$ 0.0115	$ 0.01225	$ 0.02025	$ 0.0147	$ 0.015	$ 0.000075	$ 0.000075	$ 0.000075	$ 0.00015	$ 0.00015	$ 0.00015	$ 0.000225	$ 0.00043	$ 0.0006	$ 0.000375	$ 0.000675	$ 0.0004	$ 0.00045	$ 0.0008	$ 0.00119	$ 0.00105	$ 0.001268	$ 0.0021	$ 0.002175	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.00222	$ 0.002317	$ 0.0029	$ 0.0029	$ 0.00317	$ 0.00338	$ 0.00314	$ 0.00303	$ 0.003	$ 0.002923	$ 0.002923	$ 0.001	$ 0.003205	$ 0.003175	$ 0.003175	$ 0.001065	$ 0.000815	$ 0.000815	$ 0.000815	$ 0.002317	$ 0.0029	$ 0.0029	$ 0.00317	$ 0.00338	$ 0.00338	$ 0.00314	$ 0.00303	$ 0.002923	$ 0.003205	$ 0.003175	$ 0.003175	$ 0.0010658	$ 0.000815	$ 0.0031	$ 0.002352	$ 0.001	$ 0.000869	$ 0.002317	$ 0.00317	$ 0.003	$ 0.003	$ 0.002923	$ 0.003205		$ 0.0031	$ 0.000869	$ 0.000869	$ 0.002885
Accrued interest on convertible notes converted							5,163	2,877																							3,405	4,160					3,179																																									2,095	9,689	8,000				105,970																																						30,222	18,750		8,233		13,113								4,800	8,211		8,242						1,499								7,061															2,816				6,087						20,272											13,450
Shares granted under stock option returned by employee					27,918,336
Exercise price of warrant/stock option		1.00			0.02
Finders' fees for financing	$ 13,177																																																																																																																																																																																										$ 13,177
Finders' fees for financing, shares																																																																																																																																																																																											5,000,000
Warrant issued in connection with financing																																																																																																																																																																																											50,000,000

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Convertible Notes Payable (Details Textual 11) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended			12 Months Ended		0 Months Ended	12 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2013	Mar. 31, 2012	Feb. 21, 2013 $221,937 convertible notes payable [Member]	Sep. 30, 2012 $221,937 convertible notes payable [Member]	May 23, 2011 $221,937 convertible notes payable [Member]	Mar. 31, 2013 $221,937 convertible notes payable [Member]	May 19, 2008 $221,937 convertible notes payable [Member]	Nov. 03, 2011 $59,359 convertible notes payable [Member]	Mar. 31, 2013 $59,359 convertible notes payable [Member]	Oct. 08, 2012 $59,359 convertible notes payable [Member]	May 29, 2012 $59,359 convertible notes payable [Member]
Convertible Notes Payable (Textual)
Short-term bridge loan					$ 115,000	$ 115,000			$ 120,000		$ 33,000	$ 59,359
Accrued interest					1,221,671	1,037,044			53,951		14,986
Bridge loan									221,937
Convertible note, interest rate								10.00%	10.00%			5.00%
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013				Mar. 31, 2014	Sep. 17, 2012			May 05, 2012
Warrants issued in consideration of debt before reverse stock split									20,000,000
Exercise price of warrants									$ 0.02
Warrant exercise period									5 years
Percentage of conversion price of convertible notes payable									75.00%
Debt instrument, convertible, terms of conversion feature										This convertible note and warrants are subject to the same rights as all other convertible notes and associated warrants as the conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02.
Accretion of the debt discount to date										2,767
Conversions of principal amount into common stock							206,083
Outstanding principal amount							15,854							9,359	50,000
Accrued interest on convertible notes converted										$ 803				$ 1,926
Beneficial ownership by the holder and its affiliates, Description													The holder may not convert any amount of the note into a number of shares of common stock which would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock on such conversion date. The holder is not limited to aggregate conversions of 4.99%.

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Convertible Notes Payable (Details Textual 6) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended					1 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2012	Mar. 31, 2012 507,500 Convertible Note Financing [Member]	Mar. 17, 2011 507,500 Convertible Note Financing [Member]	Jul. 14, 2010 507,500 Convertible Note Financing [Member]	Jun. 10, 2009 507,500 Convertible Note Financing [Member]	Aug. 08, 2008 507,500 Convertible Note Financing [Member] Lender	Mar. 31, 2012 507,500 Convertible Note Financing [Member]	Nov. 30, 2009 507,500 Convertible Note Financing [Member]
Convertible Notes Payable (Textual)
Convertible promissory notes issued										$ 50,000	$ 507,500
Number of lenders											1
Convertible note, interest rate							10.00%				10.00%	10.00%
Note payable, Due date											Aug. 07, 2009
Conversion price of convertible notes								$ 0.02	$ 0.035		$ 20.00
Debt instrument convertible conversion price description													Equal to the lesser of $1.00 or 80% of the average of the three lowest closing bid prices for the Company's common stock for the twenty trading days preceding the date of conversion.
Convertible terms of Conversion price													20 days
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013			Mar. 31, 2012	Mar. 31, 2011	Jun. 30, 2010		Mar. 31, 2014
Exercise price of warrants										$ 0.20
Loss on debt extinguishment			(2,022,451)							206,356
Convertible debt financing principal amount gross								600,000	900,000
Conversion debt instrument, conversion terms								The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Convertible debt financing principal amount assigned									203,882
Convertible debt financing accrued interest assigned									46,327
Assignment/sale made to another accredited investor outstanding												$ 507,500

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Convertible Notes Payable (Details Textual 1) ($312,000 convertible notes payable [Member], USD $)	0 Months Ended							12 Months Ended
	Feb. 21, 2013	Mar. 31, 2012	Mar. 17, 2011	Jul. 14, 2010	Jan. 31, 2010	Jan. 31, 2009	Feb. 13, 2008	Mar. 31, 2013	Mar. 31, 2012	Jan. 08, 2008 Lender
$312,000 convertible notes payable [Member]
Convertible Notes Payable (Textual)
Aggregate amount of convertible promissory notes										$ 312,000
Secured convertible notes										520,000
Convertible note principal amount converted			600,000	900,000						430,000
Discount being treated as interest										90,000
Number of lenders										3
Conversion debt instrument, conversion terms								The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Repayments of debt							260,000
Remaining outstanding note surrendered by the debt holder to the Company	18,852
New consolidated note issued by company to the debt holder	18,852
Principal face value converted into common shares	293,148
Loss on extinguishment of debt					$ 72,441	$ 56,000
Convertible note, interest rate									10.00%
Debt instrument extended maturity date		Mar. 31, 2014	Mar. 31, 2012	Mar. 31, 2011

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Consolidated Balance Sheet (Parenthetical) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Balance Sheet [Abstract]
Allowance for doubtful accounts related to accounts receivable	$ 9,650	$ 817
Convertible preferred stock, par value	$ 0.00001	$ 0.00001
Series A and A-1 convertible, preferred stock, shares authorized	20,000,000	20,000,000
Series A convertible, preferred stock, shares issued	9,000,051	9,000,000
Series A convertible, preferred stock, shares outstanding	9,000,051	9,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	20,000,000,000	1,000,000
Common stock, shares issued	18,414,546	1,708,096
Common stock, shares outstanding	18,414,546	1,708,096

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Notes Payable (non-convertible)

12 Months Ended

Mar. 31, 2013

Notes Payable Non Convertible [Abstract]

Notes Payable (non-convertible):

Note 8 – Notes Payable (non-convertible):

For the period ended March 31, 2011, we paid $23,750 as part of a promissory note in the total principal amount of $34,000 as a final settlement amount for a previous license agreement. The remaining amount due of $10,250 was required to be settled through monthly payments of $4,250 through December, 2010.  Although we did not make all payments for the year ended March 31, 2013, we anticipate making those payments in 2013 when additional capital is available.

On January 26, 2011, we entered into a promissory note with our previous landlord in the principal amount of $75,762.  This amount is due June 30, 2011 together with interest of 10% computed on the basis of the actual number of days elapsed over a 360-day year on the unpaid balance.  The default rate shall be a per annum interest rate equal to the maximum amount permitted by applicable law as we currently use 15%. Although we have not paid this note yet, we anticipate making a payment pending a future financing. On October 12, 2012, the previous landlord sold $20,000 of the promissory note to another accredited investor (see Note 6(u)-i) resulting in an outstanding amount of $55,762.  This new replacement $20,000 note shall have the same terms as the original note except this new note shall indicate that the note was originally issued to the Seller on January 26, 2011 and shall be convertible into the Company’s common stock, at any time at an initial conversion price per share equal to twenty five percent (25%) of the average of the lowest three (3) closing bid prices for the Company’s common stock during the ten (10) trading days immediately preceding a conversion date and shall have a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The buyer of this note converted the entire $20,000 into shares of common stock.

On June 14 2012, we entered into two promissory notes for $100,000 and $40,000, respectively, with two current accredited investors.  These notes are subject to an interest rate of ten percent (10%) and are due the sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding.  We received the $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 2013.

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 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.  The amount is 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 2013.

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Consolidated Statement of Stockholders' Deficit (USD $)	Total	Preferred Stock	Common Stock	Additional Paid In Capital	Accumulated Deficit
Beginning Balance at Mar. 31, 2011	$ (14,215,259)	$ 9,000	$ 65,956	$ 8,076,992	$ (22,367,207)
Beginning Balance, shares at Mar. 31, 2011		9,000,000	65,956,004
Conversions of debt to common stock	6,352,476		783,778	5,568,698
Conversions of debt to common stock, shares			783,777,763
Issuance of common stock for services	(32,601)		(686)	(31,915)
Issuance of common stock for services, shares			(685,815)
Issuance of stock options	12,656			12,656
Finders' fees for financing	13,177		5,000	8,177
Finders' fees for financing, shares			5,000,000
Net loss	(6,149,343)				(6,149,343)
Balance at Mar. 31, 2012	(14,018,894)	9,000	854,048	13,634,608	(28,516,550)
Balance, shares at Mar. 31, 2012		9,000,000	854,047,952
Conversions of debt to common stock	4,139,628		8,348,275	(4,208,647)
Conversions of debt to common stock, shares			8,348,275,282
Issuance of common stock for services	99,000		4,950	94,050
Issuance of common stock for services, shares			4,950,000
Issuance of Series A-1 Preferred Stock, shares		51
Reclass for reverse stock split			(91,889)	91,889
Reclass for reverse stock split, Shares			(9,188,858,688)
Reduction of par value to $.00001		(8,910)	(9,115,200)	9,124,110
Net loss	(6,813,934)				(6,813,934)
Balance at Mar. 31, 2013	$ (16,594,200)	$ 90	$ 184	$ 18,736,010	$ (35,330,484)
Balance, shares at Mar. 31, 2013		9,000,051	18,414,546

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Convertible Notes Payable (Details Textual 14) (USD $)	0 Months Ended		4 Months Ended	12 Months Ended		0 Months Ended						12 Months Ended		12 Months Ended							0 Months Ended	12 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013	Nov. 01, 2012 Other Convertible Notes [Member]	Feb. 21, 2013 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Jan. 08, 2013 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Dec. 13, 2012 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Nov. 28, 2012 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Oct. 06, 2012 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Mar. 31, 2013 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Oct. 12, 2012 Other Convertible Notes [Member] Southridge Partners II LP [Member]	Mar. 31, 2013 Other Convertible Notes [Member] October 2012 [Member] Southridge Partners II LP [Member]	Mar. 31, 2013 Other Convertible Notes [Member] November 2012 [Member] Southridge Partners II LP [Member]	Mar. 31, 2013 Other Convertible Notes [Member] January 2013 [Member] Southridge Partners II LP [Member]	Jan. 08, 2013 Other Convertible Notes [Member] September 2008 [Member] Southridge Partners II LP [Member]	Jan. 08, 2013 Other Convertible Notes [Member] September 2008 one [Member] Southridge Partners II LP [Member]	Jan. 08, 2013 Other Convertible Notes [Member] December 2008 [Member] Southridge Partners II LP [Member]	Jan. 08, 2013 Other Convertible Notes [Member] February 2009 [Member] Southridge Partners II LP [Member]	Feb. 21, 2013 February 21, 2013 Consolidated Convertible Notes	Mar. 31, 2013 February 21, 2013 Consolidated Convertible Notes
Convertible Notes Payable (Textual)
Other convertible notes											$ 125,000		$ 75,762
Purchase of non-convertible note held by landlord													20,000
Amount of new replacement note issued								150,000	150,000	128,750	125,000
Notes Payable Purchased By Investor								41,333	150,000	128,750
Convertible Note Payable Assigned Value								60,000	243,333	253,750	253,750						243,333	20,000	60,833	27,834
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013			Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014										Feb. 21, 2015
Interest percentage of convertible notes										12.00%	12.00%										4.00%
Convertible debt instrument, interest rate terms												The conversion price for this convertible note shall be equal to eighty percent (80%) 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.		The conversion price for this convertible note shall be equal to eighty percent (80%) 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.	The conversion price for this convertible note shall be equal to eighty percent (80%) 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.	The conversion price for this convertible note shall be equal to eighty percent (80%) 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.						The conversion price per share shall 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 $0.02/$10.00 (before and after reverse stock split).
Convertible notes issued for services rendered from SC advisors	25,000	25,000	100,000	25,000	25,000	25,000
Conversions of principal amount into common stock							150,000			128,750	125,000										181,981
Total conversions from consolidated note made for issuance of shares of common stock							133,560
New note issued for surrender of warrants																					350,000
Convertible note payables amount ready to convert their outstanding face value																					5,020,944
Class A Warrants surrendered for exchange of new convertible notes before reverse stock split																					212,501,323
Class A Warrants surrendered for exchange of new convertible notes after reverse stock split																					425,003
Warrants (Class B) cancelled for exchange of new convertible notes before reverse stock split																					181,818
Warrants (Class B) cancelled for exchange of new convertible notes after reverse stock split																					364
Combined value of surrendered convertible notes payable and warrants																					5,370,944
Term of conversion																						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.
Accrued interest payable																					$ 57,138

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Consolidated Balance Sheet (USD $)	Mar. 31, 2013	Mar. 31, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 7,415	$ 132,120
Accounts receivable less allowance for doubtful accounts of $9,650 and $817 for March 31, 2013 and March 31, 2012, respectively	27,092	43,895
Inventories	101,721	258,496
Prepaid expenses	25,110	53,385
TOTAL CURRENT ASSETS	161,338	487,896
FIXED ASSETS, NET	28,858	24,653
OTHER ASSETS:
Trademarks, net	4,786	25,280
Deposits and other	5,896	20,996
TOTAL OTHER ASSETS	10,682	46,276
TOTAL ASSETS	200,878	558,825
CURRENT LIABILITIES:
Accounts payable	1,632,378	1,685,120
Accrued liabilities	5,008,571	4,165,800
Derivative liabilities	2	423,262
Short-term bridge loan	115,000	115,000
Convertible notes payable	250,000	2,726,657
Non-convertible notes payable	316,012	86,012
Deferred revenue		7,661
Loans payable to related parties	21,463	21,463
TOTAL CURRENT LIABILITIES	7,343,426	9,230,975
CONVERTIBLE NOTES PAYABLE - NET OF CURRENT PORTION	9,451,652	5,346,744
STOCKHOLDERS' (DEFICIT):
Series A and A-1 convertible preferred stock par value $0.00001 per share, 20,000,000 shares authorized, 9,000,051 and 9,000,000 shares issued and outstanding at March 31, 2013 and March 31, 2012, respectively	90	9,000
Common stock, par value $0.00001, 20,000,000,000 and 1,000,000 shares authorized, 18,414,546 and 1,708,096 shares issued and outstanding at March 31, 2013 and March 31, 2012, respectively (Note 14)	184	854,048
Additional paid-in capital	18,736,010	13,634,608
Deficit accumulated	(35,330,484)	(28,516,550)
TOTAL STOCKHOLDERS' (DEFICIT)	(16,594,200)	(14,018,894)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 200,878	$ 558,825

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Convertible Notes Payable (Details Textual 7) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended				1 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2012	Mar. 17, 2011 111,112 Convertible Note Payable (g) [Member]	Jul. 14, 2010 111,112 Convertible Note Payable (g) [Member]	Jan. 31, 2009 111,112 Convertible Note Payable (g) [Member]	Jan. 10, 2009 111,112 Convertible Note Payable (g) [Member]	Mar. 31, 2012 111,112 Convertible Note Payable (g) [Member]	Nov. 30, 2009 111,112 Convertible Note Payable (g) [Member]
Convertible Notes Payable (Textual)
Issuance of face value of convertible notes payable												$ 111,112
Convertible note payable, common share issued												150,000
Common stock exchange of marketable securities, fair market value												76,000
Fixed conversion price												$ 1.00
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013		Mar. 31, 2012	Mar. 31, 2011		Jun. 30, 2010	Mar. 31, 2014
Convertible promissory notes issued									50,000	50,000
Exercise price of warrants							$ 0.02	$ 0.035	$ 0.20	$ 0.20
Conversion price of convertible notes							$ 0.02	$ 0.035
Loss on debt extinguishment			(2,022,451)							47,520
Convertible debt financing principal amount gross							600,000	900,000
Convertible note principal amount converted											$ 111,112
Conversion debt instrument, conversion terms							The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Convertible note, interest rate											10.00%

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Commitments and Contingencies (Details) (USD $)	Mar. 31, 2013
Summary of future minimum rental payments for new office lease
2014	$ 51,360
2015	51,940
2016	52,540
2017	53,146
2018	44,730
Future minimum rental payments, Total	$ 253,716

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Income Taxes (Tables)

12 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Summary of deferred tax assets and liabilities

	2013			2012
Net operating loss carryforwards	$	5,744,435		$	4,805,496
Compensatory stock and warrants		33,831			56,123
Accrued expenses that are deductible in future periods		25,483			26,630
Depreciation method differences		1,442			1,623
		5,805,191			4,889,872
Valuation allowances		(5,805,191	)		(4,889,872	)
Net deferred tax assets	$	-		$	-

Summary of reconciliation of federal statutory rate to the Company's effective rate

	2013			2012
Benefit at federal statutory rate		-34.00	%		-34.00	%
Benefit at state rate, net of federal deficit		2.37	%		2.31	%
Fair value adjustment of convertible debt		30.69	%		51.54	%
Non-deductible derivative loss		-3.58	%		6.45	%
Loss on extinguishment of debt		29.68	%		0.00	%
Non-deductible travel expenses		0.06	%		0.07	%
Benefit at the Company's effective rate		-25.22	%		-26.37	%
Less valuation allowance effective tax rate		0.00	%		0.00	%

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Fixed Assets (Tables)

12 Months Ended

Mar. 31, 2013

Fixed Assets [Abstract]

Summary of fixed assets

	2013			2012
Equipment	$	19,669		$	19,669
Furniture and fixtures		12,837			12,837
Leasehold improvements		-			3,954
Vehicle		24,382			13,481
Purchased software		827			827
		57,715			50,768
Less: accumulated depreciation		(28,857	)		(26,115	)
Total Fixed Assets	$	28,858		$	24,653

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Convertible Notes Payable (Details Textual) (USD $)	0 Months Ended			12 Months Ended
	Feb. 21, 2013	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013
Convertible Notes Payable (Textual)
Convertible note, maturity date		Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013
New note issued for work rendered	$ 121,327
New convertible notes	5,492,271
New convertible note fee				Fee based on 5% of note holder's outstanding amount of $2,426,531 for $121,327 as of Febraury 21, 2013.
Monthly retainer fee amount issued as a convertible note				25,000
First Exchange Agreement [Member]
Convertible Notes Payable (Textual)
Convertible note payables amount ready to convert their outstanding face value	5,020,944
Description of new note				All new notes have the same terms and a conversion price per share which 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 twenty days preceding a conversion date but in no event greater than $0.02$10.00 (before and after reverse stock split).
Second Exchange Agreement [Member]
Convertible Notes Payable (Textual)
Description of warrants entered into an agreement on February 21, 2013				The warrant holders surrendered to the Company their total warrant holdings of 212,501,323/425,003 (before and after reverse stock split) Class A Common Stock Purchase Warrants through the issuance by the Company of a total of $350,000 in new convertible notes.
Class A Warrants surrendered for exchange of new convertible notes before reverse stock split	212,501,323
Class A Warrants surrendered for exchange of new convertible notes after reverse stock split	425,003
New note issued for surrender of class A warrants	$ 350,000
New Note [Member] | First Exchange Agreement [Member]
Convertible Notes Payable (Textual)
Convertible note, maturity date	Feb. 21, 2015
Interest rate of convertible note	4.00%
5,492,271 Convertible Note Financing [Member]
Convertible Notes Payable (Textual)
Convertible note, maturity date				Feb. 21, 2015
25,000 Convertible Note Financing [Member]
Convertible Notes Payable (Textual)
Convertible note, maturity date				Mar. 31, 2013
25,000 Convertible Note Financing [Member]
Convertible Notes Payable (Textual)
Convertible note, maturity date				Jun. 30, 2013
25,000 Convertible Note Financing
Convertible Notes Payable (Textual)
Convertible note, maturity date				Jul. 31, 2013
25,000 Convertible Note Financing [Member]
Convertible Notes Payable (Textual)
Convertible note, maturity date				Aug. 31, 2013

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Subsequent Events (Details) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Before and after reverse stocks split of common stock
Basic loss per common share		$ (13.65)
Diluted loss per common share		$ (13.65)
Weighted average common shares outstanding - basic	5,374,096	450,501
Weighted average common shares outstanding - diluted	5,374,096	450,501
Before reverse stock split [Member]
Before and after reverse stocks split of common stock
Shares issued and outstanding	9,207,273,234	854,047,952
Basic loss per common share		$ (0.03)
Diluted loss per common share		$ (0.03)
Weighted average common shares outstanding - basic	2,687,047,797	225,250,685
Weighted average common shares outstanding - diluted	2,687,047,797	225,250,685
After reverse stock split [Member]
Before and after reverse stocks split of common stock
Shares issued and outstanding	18,414,546	1,708,096
Basic loss per common share		$ (13.65)
Diluted loss per common share		$ (13.65)
Weighted average common shares outstanding - basic	5,374,096	450,501
Weighted average common shares outstanding - diluted	5,374,096	450,501

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Convertible Notes Payable (Details Textual 10) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended				1 Months Ended	12 Months Ended		25 Months Ended		0 Months Ended			12 Months Ended		0 Months Ended		12 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Feb. 29, 2012 $400,000 convertible notes payable [Member]	Feb. 02, 2011 $400,000 convertible notes payable [Member]	Jan. 21, 2011 $400,000 convertible notes payable [Member]	Jan. 02, 2011 $400,000 convertible notes payable [Member]	Sep. 30, 2012 $400,000 convertible notes payable [Member]	Mar. 31, 2013 $400,000 convertible notes payable [Member]	Mar. 31, 2012 $400,000 convertible notes payable [Member]	Feb. 21, 2013 $400,000 convertible notes payable [Member]	Feb. 22, 2012 $400,000 convertible notes payable [Member]	Feb. 21, 2013 $600,000 convertible notes payable [Member]	Sep. 30, 2012 $600,000 convertible notes payable [Member]	Mar. 17, 2011 $600,000 convertible notes payable [Member]	Mar. 31, 2013 $600,000 convertible notes payable [Member]	Dec. 31, 2012 $600,000 convertible notes payable [Member]	Jul. 31, 2011 $500,000 convertible notes payable [Member]	Jul. 15, 2011 $500,000 convertible notes payable [Member]	Mar. 31, 2013 $500,000 convertible notes payable [Member]	Feb. 21, 2013 $500,000 convertible notes payable [Member]
Convertible Notes Payable (Textual)
Amount of securities agreed to sell							$ 400,000									$ 600,000				$ 1,000,000		$ 75,000
Interest percentage of convertible notes							10.00%									10.00%				10.00%
Maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013			Jul. 15, 2012									Sep. 17, 2012			Jan. 15, 2013	Jan. 15, 2013
Warrants issued with convertible note payable							20,460,357									43,708,610				27,500,000
Issuance of face value of convertible notes payable																	18,000			500,000
Exercise price of warrants					$ 0.02		$ 0.035									$ 0.02			$ 0.02	$ 0.02
Extend maturity date of warrants or restricted stock																Mar. 16, 2016				Jul. 14, 2016
Percentage of conversion price of convertible notes payable							75.00%									75.00%	3.00%			75.00%
Debt instrument, convertible, terms of conversion feature																	The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02.				The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02.
Conversion price of convertible notes							$ 0.08						$ 0.02			$ 0.02				$ 0.02
Valuation cost of the warrants							136,123										223,802				70,454
Gross proceeds of financing																	400,000				500,000
Accretion of the debt discount since inception					177,211												268,562				69,150
Conversions of principal amount into common stock												195,523		291,378
Accrued interest on convertible notes converted to date										16,942							10,744	10,744
Debt instrument extended maturity date									Mar. 31, 2014						Mar. 31, 2014
Convertible note principal amount, outstanding balance										204,477				308,622				326,622				425,000
Percentage of notes payable issued of principle face amount									10.00%						10.00%
Number of warrants surrender and cancelled in exchange of issuance of convertible notes												14,578,005		40,397,352							27,500,000
Finance costs incurred through issuance of convertible notes										70,000	70,000			90,000							95,000
Payment of previous promissory note										102,500
finders fee																				3.00%
Finder's fee amount																				15,000
Financing amount paid, net										227,500				510,000							405,000
Repayments of debt						99,000		128,500
Non cash deferred financing fees										$ 31,921				$ 75,371
Restricted shares of common stock issued as finders fees										2,046,035
Issuance of warrants as finders fees																3,973,510				2,500,000

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Stockholders' Deficit (Details) (USD $)	12 Months Ended
	Mar. 31, 2013
Schedule of outstanding warrants
Granted, Shares	99,800
Total unissued Class B Warrants	5,000
Total Warrants	104,800
Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	200
Total unissued Class B Warrants	10
Total Warrants	210
April, 2008 Supply Agreement [Member]
Schedule of outstanding warrants
Grant Date	Apr. 16, 2008
Expiration Date	Apr. 15, 2013
Granted, Shares	5,000
Exercise price of warrants	$ 15.00
April, 2008 Supply Agreement [Member] | Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	10
Exercise price of warrants	$ 7,500.00
April, 2008 Finder's Fees [Member]
Schedule of outstanding warrants
Grant Date	Apr. 14, 2008
Expiration Date	Apr. 13, 2013
Granted, Shares	3,125
Exercise price of warrants	$ 10.00
Total unissued Class B Warrants	3,125
April, 2008 Finder's Fees [Member] | Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	6
Exercise price of warrants	$ 5,000.00
Total unissued Class B Warrants	6
May, 2008 Finder's Fees [Member]
Schedule of outstanding warrants
Grant Date	May 19, 2008
Expiration Date	May 18, 2013
Granted, Shares	1,875
Exercise price of warrants	$ 10.00
Total unissued Class B Warrants	1,875
May, 2008 Finder's Fees [Member] | Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	4
Exercise price of warrants	$ 5,000.00
Total unissued Class B Warrants	4
January, 2009 Debt Extensions [Member]
Schedule of outstanding warrants
Grant Date	Jan. 27, 2009
Expiration Date	Jan. 26, 2014
Granted, Shares	26,800
Exercise price of warrants	$ 1.00
January, 2009 Debt Extensions [Member] | Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	54
Exercise price of warrants	$ 500.00
September, 2010 Debt Extension [Member]
Schedule of outstanding warrants
Grant Date	Sep. 09, 2010
Expiration Date	Sep. 09, 2013
Granted, Shares	51,000
Exercise price of warrants	$ 0.05
September, 2010 Debt Extension [Member] | Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	102
Exercise price of warrants	$ 25.00
January, 2011 Debt Extension [Member]
Schedule of outstanding warrants
Grant Date	Nov. 01, 2011
Expiration Date	Oct. 01, 2014
Granted, Shares	12,000
Exercise price of warrants	$ 0.05
January, 2011 Debt Extension [Member] | Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	24
Exercise price of warrants	$ 25.00

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Accrued Liabilities (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Schedule of accrued liabilities
Accrued payroll and related taxes	$ 2,770,580	$ 2,111,853
Accrued marketing program costs	580,000	580,000
Accrued professional fees	74,950	70,000
Accrued interest	1,221,671	1,037,044
Accrued board of directors' fees	170,792	134,792
Other expenses	190,578	232,111
Total Accrued Liabilities	$ 5,008,571	$ 4,165,800

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Significant Accounting Policies (Details 1) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Schedule of components of company's trademarks
Trademark costs	$ 31,696	$ 31,570
Less accumulated depreciation	(26,910)	(6,290)
Total Intangible Assets	$ 4,786	$ 25,280

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Significant Accounting Policies (Details Textual) (USD $)	12 Months Ended
	Mar. 31, 2013 Segment	Mar. 31, 2012
Significant Accounting Policies (Textual)
Advertising Costs	$ 7,135	$ 93,877
Number of operating segments	1
Amortization period of Trademark	15 years
Amortization expenses of Trademarks	20,620	1,897
Additional amortization expense for the impairment of unamortized trademarks	18,273
Amount of deferred revenue relating to "pay on scan" model		7,661
Slotting fees	2,625
Promotional expenses, discounts and allowances	53,046	29,878
Shipping and handling costs	38,164	38,300
Deferred tax assets, valuation allowance	100.00%
Sales [Member]
Significant Accounting Policies (Textual)
Concentration risk percentage by a client	25.00%
Amount of concentration of sales	111,770
Receivable [Member]
Significant Accounting Policies (Textual)
Amount of concentration of sales	$ 5,423
Before reverse stock split [Member]
Significant Accounting Policies (Textual)
Potential common shares arising from stock warrants, stock options, convertible debt and preferred stock	407,252,998	594,096,790
After reverse stock split [Member]
Significant Accounting Policies (Textual)
Potential common shares arising from stock warrants, stock options, convertible debt and preferred stock	814,506	1,188,194
Furniture [Member]
Significant Accounting Policies (Textual)
Useful life of assets	10 years
Computer equipment [Member]
Significant Accounting Policies (Textual)
Useful life of assets	3 years
Purchased software [Member]
Significant Accounting Policies (Textual)
Useful life of assets	3 years

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Short-Term Bridge Loans

12 Months Ended

Mar. 31, 2013

Short Term Bridge Loans [Abstract]

Short Term Bridge Loans:

Note 7 – Short Term Bridge Loans:

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

	March 31, 2013		March 31, 2012
April 14, 2008 (a)	$	60,000	$	60,000
August 5, 2008 (b)		55,000		55,000
Total	$	115,000	$	115,000

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) 5,000/10 (before and after reverse stock split) shares of our common stock and (ii) additional warrants to purchase 5,000/10 (before and after reverse stock split) shares of our common stock, representing an aggregate 10,000/20 (before and after reverse stock split) shares which all warrants have expired and are cancelled.  We determined that the warrants issued in this financing arrangement meet the conditions for equity classification so we allocated the proceeds of the debt between the debt and the detachable warrants based on the relative fair value of the debt security and the warrants in accordance with the FASB Accounting Standards Codification.

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 2,500/5 (before and after  reverse stock split) shares of common stock
September 2008	Extend maturity to December 15, 2008	6,000/12 (before and after reverse stock split) shares of restricted stock
January 2009	Extend maturity date to April 30, 2009	1) Warrants indexed to 6,000/12 (before and after  reverse stock split) shares of common stock 2) 6,000/12 (before and after reverse stock split) 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, we were 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 6,000/12 (before and after reverse stock split) warrants granted on January 27, 2009 have expired. The exercise price of the 6,000/12 (before and after reverse stock split) warrants was reduced again to $1.00/$500.00 (before and after reverse stock split) 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 to purchase (i) 5,000/10 (before and after reverse stock split) shares of our common stock at an exercise price of $10.00/$5,000 (before and after reverse stock split) and (ii) additional warrants to purchase 5,000/10 (before and after reverse stock split) shares of our common stock at an exercise price of $15.00/$7,500 (before and after reverse stock split), representing an aggregate 10,000/20 (before and after reverse stock split) shares as the exercise dates for these warrants have now expired.  The due date of the loan was extended to December 15, 2008 with 5,500/11 (before and after reverse stock split) restricted shares of common stock issued as consideration. On December 15, 2008, we were in default on the notes for non-payment of the required principal payment. Remedies 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.   

We also evaluated the warrants to determine if they required liability or equity accounting. The warrants issued in conjunction with the financing are redeemable for cash upon the occurrence of acquisition, merger or sale of substantially all assets of the Company in an all cash transaction; therefore, the FASB Accounting Standards Codification requires that they be recorded as derivative liabilities on our balance sheet and marked to fair value each reporting period. We allocated the proceeds of the debt to the warrants, and the remaining portion was allocated to the debt instrument. The fair value of the warrants using the Black-Scholes pricing model was $62,700 and since the fair value of the warrants exceeded the proceeds from the financing, we recorded a day-one derivative loss of $12,700.

On January 15, 2009, we extended the term on the note from December 15, 2008 to April 30, 2009, and we issued investor warrants to purchase 5,500/11 (before and after reverse stock split) shares of our common stock and 5,500/11 (before and after reverse stock split) 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 reduced to $3.30/$1,650 (before and after reverse stock split) when the Company issued additional convertible instruments with a lower conversion rate on December 18, 2008.  The exercise price of the warrants was reduced again to $1.00/$500.00 (before and after reverse stock split) 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.

XML

Derivative Liabilities (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Summary of components of derivative liabilities
Derivative liabilities	$ 2	$ 423,262
$600,000 Face Value Convertible Note Financing One [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	3,913
$500,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	2,964
$100,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	593
$120,000 Face Value Short Term Bridge Loan Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	2	12
$120,000 Face Value Short Term Bridge Loan Financing One [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	12
$60,000 Face Value Short Term Bridge Loan Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	6
$33,000 Face Value Short Term Bridge Loan Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	3
$120,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	241
$60,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	121
$200,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	837
$161,111 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	674
$50,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	209
$55,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	209
$137,500 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	575
$55,000 Face Value Convertible Note Financing One [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	230
$900,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	113,810
$400,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	31,102
$600,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	89,678
$221,937 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	44,502
$500,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	0	57,528
$1,000,000 Face Value Convertible Note Financing [Member]
Summary of components of derivative liabilities
Derivative liabilities	$ 0	$ 76,043

XML

Commitments and Contingencies (Tables)

12 Months Ended

Mar. 31, 2013

Commitments and Contingencies [Abstract]

Summary of future minimum rental payments for new office lease

Years ending March 31,		Amount
2014	$	51,360
2015		51,940
2016		52,540
2017		53,146
2018		44,730
	$	253,716

XML

Convertible Notes Payable (Details 2) ($312,000 convertible notes payable [Member])	12 Months Ended
	Mar. 31, 2013
Transaction date [Member]
Modification and Waiver Agreements related to financing
Date	June 2008
Terms	Extend maturity to July 15, 2008
Consideration	9,750 shares of common stock
Transaction date one [Member]
Modification and Waiver Agreements related to financing
Date	September 2008
Terms	Extend maturity to sooner of January 1, 2009 or closing of another funding
Consideration	Increase principal by $52,000
Transaction date two [Member]
Modification and Waiver Agreements related to financing
Date	January 2009
Terms	Extend maturity date to July 1, 2009 and add a conversion option of $0.05
Consideration	140,000 shares of restricted stock
Transaction date three [Member]
Modification and Waiver Agreements related to financing
Date	January 2010
Terms	Extend maturity date to June 30, 2010
Consideration	Convertible notes (See Note 6(h)
Transaction date four [Member]
Modification and Waiver Agreements related to financing
Date	July 2010
Terms	Extend maturity date to March 31, 2011
Consideration	Change in conversion price to $.035
Transaction date five [Member]
Modification and Waiver Agreements related to financing
Date	March 2011
Terms	Extend maturity date to March 31, 2012
Consideration	Change in conversion price to $.02
Transaction date six [Member]
Modification and Waiver Agreements related to financing
Date	March 2012
Terms	Extend maturity date to March 31, 2014
Consideration	New convertible notes (See Note 6 (p)

XML

Transactions with Related Parties

12 Months Ended

Mar. 31, 2013

Transactions with Related Parties [Abstract]

Transactions with Related Parties:

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 25,000/50 (before and after reverse stock split) shares of common at $1.00/$500.00 (before and after reverse stock split) 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.

In addition, the Company previously issued aggregate notes of $100,000 to Roy Warren, the Company’s CEO, an accredited investor with whom the Company entered into subscription agreements for 10% convertible notes (see Note 6(b)).  However 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 (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 has a total of 5,500/11 (before and after reverse stock split) Class A warrants at an exercise price of $1.00/$500.00 (before and after reverse stock split) with a life of three to five years, and he will be entitled to an additional 5,000/10 (before and after reverse stock split) warrants with at an exercise price of $15.00/$7,500 (before and after reverse stock split) if he exercises the same number of specific Class A warrants.  He also received 11,000/22 (before and after reverse stock split) shares of restricted stock that related to this note payable, 1,200/3 (before and after reverse stock split) shares of restricted stock for being a Director and 150,000/300 (before and after reverse stock split) shares of restricted stock for his services related to a November, 2009 financing (total of 162,200/325 shares of restricted stock) (before and after reverse stock split).

XML

Income Taxes (Details Textual) (USD $)	12 Months Ended
	Mar. 31, 2013
Income Taxes (Textual)
Net tax operating loss	$ 16,895,000
Operating loss carryforwards, expiration date	Expire in 2028

XML

Convertible Notes Payable

12 Months Ended

Mar. 31, 2013

Convertible Notes Payable [Abstract]

Convertible Notes Payable:

Note 6 – Convertible Notes Payable:

During February 21, 2013, the debt holders of the convertible note payables agreed to surrender and convert their outstanding face value of convertible note payables for a total of $5,020,944 by entering into an exchange agreement with the Company to consolidate various convertible note issuances into one new consolidated note per debt holder.  These new notes superseded are previous terms of the previous notes and have a maturity date of February 21, 2015 with an interest rate of 4%.  All new notes have the same terms and a conversion price per share which 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 twenty days preceding a conversion date but in no event greater than $0.02$10.00 (before and after reverse stock split).  In addition, the holders of Series A warrants entered into a second exchange agreement also on February 21, 2013 whereas the warrant holders surrendered to the Company their total warrant holdings of 212,501,323/425,003 (before and after reverse stock split) Class A Common Stock Purchase Warrants through the issuance by the Company of a total of $350,000 in new convertible notes.  Both the $5,020,944 and $350,000 amounts were combined and issued into one new consolidated note to each applicable debt holder. No accrued interest payable amounts were added to these new notes. Any new convertible notes issued after this date (other than allonges) will not be included in these new consolidated notes.  These new notes are still subject to fair value valuations.

Convertible debt carrying values consist of the following:

			Fair Value Amounts
			March 31, 2013		March 31, 2012
$	312,000	Convertible Note Financing (a)	$	-	$	31,201
$	1,200,000	Convertible Note Financing (b)	$	-		569,774
$	243,333	Convertible Note Financing (c)	$	-		292,000
$	60,833	Convertible Note Financing (d)	$	-		60,833
$	20,000	Convertible Note Financing (c)	$	-		20,000
$	120,000	Convertible Note Financing (e)	$	-		74,932
$	5,000	Convertible Note Financing (e)	$	-		11,964
$	60,000	Convertible Note Financing (e)	$	-		92,394
$	70,835	Convertible Note Financing (e)	$	-		109,689
$	507,500	Convertible Note Financing (f)	$	-		529,393
$	200,000	Convertible Note Financing (e)	$	-		79,372
$	161,111	Convertible Note Financing (e)	$	-		72,736
$	27,778	Convertible Note Financing (e)	$	-		23,894
$	111,112	Convertible Note Financing (g)	$	-		229,636
$	50,000	Convertible Note Financing (e)	$	-		26,122
$	55,000	Convertible Note Financing (e)	$	-		322,408
$	137,500	Convertible Note Financing (e)	$	-		404,494
$	55,000	Convertible Note Financing (e)	$	-		322,408
$	100,000	Convertible Note Financing (h)	$	-		38,829
$	900,000	Convertible Note Financing (i)	$	-		568,135
$	400,000	Convertible Note Financing (j)	$	-		415,335
$	600,000	Convertible Note Financing (k)	$	-		722,663
$	221,937	Convertible Note Financing (l)	$	-		132,508
$	500,000	Convertible Note Financing (m)	$	-		828,664
$	59,359	Convertible Note Financing (n)	$	-		59,359
$	1,000,000	Convertible Note Financing (o)	$	-		1,733,696
$	172,211	Convertible Note Financing (p)	$	-		300,962
$	75,000	Convertible Note Financing (q)	$	-		-
$	125,000	Convertible Note Financing (r)	$	-		-
$	75,000	Convertible Note Financing (s)	$	-		-
$	137,783	Convertible Note Financing (t)	$	-		-
$	25,000	Convertible Note Financing (u)	$	-		-
$	5,492,271	Convertible Note Financing due February 21, 2015 (v), (1) (2)	$	9,451,652		-
$	25,000	Convertible Note Financing due May 31, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due June 30, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due July 31, 2013 (u)-(v), (3)	$	62,500		-
$	25,000	Convertible Note Financing due August 31, 2013 (u)-(v), (3)	$	62,500		-
		Total convertible notes payable	$	9,701,652	$	8,073,401

(1) All of the above previous convertible notes were surrendered to the Company through a February 21, 2013 exchange agreement whereas the Company issued new consolidated notes per debt holder for a total outstanding amount on the above date for $5,020,944, $350,000 in new notes for the surrender of 212,501,323/425,003 (before and after reverse stock split) Class A warrants plus $121,327 in  a new note for work rendered for this consolidated financing in the grand total of $5,492,271.

(2)	New convertible note issued to existing note holder for consideration of work in assisting the Company for modifications and surrender of old convertible notes payable. Fee based on 5% of note holder's outstanding amount of $2,426,531 for $121,327 as of Febraury 21, 2013.
(3)	Monthly retainer fee for $25,000 issued as a convertible note

Long-term Convertible Debt Maturities:

Annual maturities of long-term convertible debt (face value) as of March 31, 2013 are as follows:

Years ending March 31,	Face value $ Amount		Fair value $ Amount
2013	$	-	$	-
2014		100,000		250,000
2015		5,310,290		9,451,652
2016		-		-
2017		-		-
thereafter		-		-
Total long-term convertible debt, including current maturities		5,410,290		9,701,652

(a) $312,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 8, 2008, we executed secured convertible notes in the aggregate of $520,000 with three lenders, all unrelated entities. We received a net amount of $430,000 with the $90,000 discount being treated as interest.  The loans became payable on May 7, 2008, or we had the option of compelling the holder to convert all, or a portion of the outstanding principal and accrued interest into Company common stock based on defined criteria.  On February 13, 2008, we repaid $260,000 of these loans.  Through February 21, 2013, total conversions of $293,148 in principal face value have been converted into shares of common stock.  The remaining outstanding note balance of $18,852 was surrendered by the debt holder to the Company on February 21, 2013 whereas the Company issued a new consolidated note with new terms and maturity date to the debt holder for the same $18,852.

Prior to February 21, 2013, we had entered into the following Modification and Waiver Agreements related to this financing:

Date	Terms	Consideration
June 2008	Extend maturity to July 15, 2008	9,750 shares of common stock
September 2008	Extend maturity to sooner of January 1, 2009 or closing of another funding	Increase principal by $52,000
January 2009	Extend maturity date to July 1, 2009 and add a conversion option of $0.05	140,000 shares of restricted stock
January 2010	Extend maturity date to June 30, 2010	Convertible notes (See Note 6(h)
July 2010	Extend maturity date to March 31, 2011	Change in conversion price to $.035
March 2011	Extend maturity date to March 31, 2012	Change in conversion price to $.02
March 2012	Extend maturity date to March 31, 2014	New convertible notes (See Note 6 (p)

The addition of a conversion option and the issuance of restricted stock in January 2009 resulted in an extinguishment loss of $56,000 under the FASB Accounting Standards Codification. The January 2010 modification resulted in an extinguishment loss of $72,441. On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000.  On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).

Prior to February 21, 2013, we chose to value the entire hybrid instrument at fair value. We estimated the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(b) $1,200,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On October 23, 2007, we entered into a Subscription agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $1,200,000 of our securities consisting of 10% convertible notes, shares of common stock and Class A and Class B common stock purchase warrants.  The original subscription agreement required that we have an effective registration statement in order for the second closing date to occur. On February 15, 2008, we obtained a Waiver of Certain Conditions that allowed us to waive the requirement for the Registration Statement to become effective prior to the occurrence of the Second closing.

The convertible promissory notes were initially convertible into common shares based on a fixed conversion price of $6.60, and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices. The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification. We chose to value the entire hybrid instruments at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts. The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Scholes valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 –Derivative Liabilities.

The warrants and the convertible notes contain full-ratchet protection so the exercise price of the warrants and the conversion price of the notes were reduced to $3.30 when the Company issued additional convertible instruments with this conversion rate on December 18, 2008.  On January 27, 2009, we entered into a modification of the agreement which reduced the maturity date from October 23, 2009 to July 1, 2009 and changed from a periodic debt payment schedule to full payment of principal and interest on July 1, 2009.  In exchange for this modification, we issued 62,500 shares of restricted stock, and we agreed to reduce the conversion price of the notes and related warrants to $1.00.  This modification resulted in a loss on extinguishment of $379,183. The conversion price was reduced again to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009.  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $100,000 (See Note 6(h)).  Additionally, we agreed to (i) issue additional warrants to purchase 1,635,792 shares of common stock and (ii) reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $395,249.  On January 28, 2010, certain warrants were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.  On February 11, 2010, the warrants which were re-priced to $0.20 on January 10, 2010 were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.

On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000. The conversion price for the convertible debt was changed to $.035.  In addition, $221,608 of the outstanding balance plus $27,460 in accrued interest payable was assigned to new debt holders. On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  The conversion price for the convertible debt was changed to $0.02 as well as the exercise price of all associated warrants to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)). Through February 21, 2013, a total of $816,000 of the principal balance and $177,981 in accrued interest have been converted into shares of common stock, and a total of $301,608 of the principal balance was sold to other accredited investors, resulting in the outstanding principal amount of $82,392. This remaining amount of $82,392 was surrendered by the debt holders to the Company on February 21, 2013 as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date to the debt holders. All 1,817,610 outstanding warrants were surrendered and cancelled through another exchange via the issuance of new convertible notes by the Company to these debt holders.

(c) $243,333 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On September 29, 2008, for cash proceeds for $192,500, net of issuance costs of $7,500, we issued $243,333 face value convertible notes, due March 29, 2009, plus warrants to purchase (i) 28,333 shares of our common stock at an exercise price of $10.00 and (ii) additional warrants to purchase 28,333 shares of our common stock at an exercise price of $15.00, representing an aggregate 56,666 shares.  The notes are convertible, only at the Company’s option, into Common Stock at $3.30 and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than that price. The notice of conversion must be given to the Holder on the first day following the twenty consecutive trading days during which the stock price is greater than $100.00 per share each trading day and the daily trading volume is greater than 100,000 shares.  The Holder of the note does not have an option to convert the instrument. The note is secured by a security interest in all the tangible and intangible assets of the Company. According to the original terms of the note, fifty percent of the interest was due on December 28, 2008 and fifty percent due and payable on March 29, 2009; however, the Company modified the agreement on January 27, 2009 to require full payment of principal and interest on July 1, 2009 in exchange for a reduction of the conversion price of the note and exercise price of the warrants to $1.00.  On January 27, 2009, the warrants were redeemed in exchange for a convertible note in the amount of $70,834. The exchange resulted in an extinguishment loss of $82,484.  See Note 6(e).  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $100,000 (See Note (h).  This modification resulted in an extinguishment loss of $113,768. On July 14, 2010, we extended the due date to March 31, 2011 as part of the subscription agreement for a convertible debt financing in the principal gross amount of $900,000. On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  The conversion price for the convertible debt was changed to $0.02 as well as the exercise price of all associated warrants to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).The current outstanding amount is zero as two assignments/sales of $191,333 were made to another accredited investor, and $52,000 were converted into shares of common stock during the quarter ended March 31, 2013.  There were no outstanding warrants to surrender for newly issued convertible notes.

In originally evaluating the financing transaction, we concluded that the conversion feature was not clearly and closely related to the debt instrument since the risks are those of an equity security; however, we determined that the conversion feature met the paragraph 11(a) exemption and did not require liability classification under the FASB Accounting Standards Codification.  Since the embedded conversion feature did not require liability classification, we were required to consider if the contract embodied a beneficial conversion feature (“BCF”).  The conversion option is contingent on a future stock price so under the guidance of The FASB Accounting Standards Codification, the beneficial conversion feature was calculated at inception but will not be recognized until the contingency is resolved.  The aggregate BCF at its intrinsic value amounted to $192,739. This amount gives effect to (i) the trading market price on the contract date and (ii) the effective conversion price after allocation of proceeds to the warrants. Notwithstanding, BCF was limited to the value ascribed to the note (using the relative fair value approach).

The warrants and the convertible note contain full-ratchet protection so the exercise price of the warrants and the conversion price of the notes were reduced to $3.30 when the Company issued additional convertible instruments with a lower conversion rate on December 18, 2008.  The conversion price was reduced again to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009. The conversion price and exercise price were reduced again to $.035 as part of the July, 2010 financing of $900,000 and again to $.02 as part of the March, 2011 financing of $600,000. As noted above, there were no outstanding warrants for the year ended March 31, 2013.

In connection with the note, we issued a note payable in the amount of $20,000 under the same terms as the $243,333 note as consideration for finders’ fees.  The finders’ fee note did not include warrants.  This balance is now zero as an assignment /sale was completed for the $20,000 balance during the quarter ended March 31, 2013.

(d) $60,833 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  On December 18, 2008, we entered into a financing arrangement that provided for the issuance of $60,833 face value convertible note for a purchase price of $50,000, due March 29, 2009, plus warrants to purchase (i) 7,084 shares of our common stock at an exercise price of $10.00 and (ii) additional warrants to purchase 7,084 shares of our common stock at an exercise price of $15.00, representing an aggregate 14,168 shares.  The note was initially convertible into common shares, only at the Company’s option, a conversion price of $3.30 and is subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than that price. The notice of conversion must be given to the Holder on the first day following the twenty consecutive trading days during which the stock price is greater than $100.00 per share each trading day and the daily trading volume is greater than 100,000 shares.  The Holder of the note does not have an option to convert the instrument. The note is secured by a security interest in all the tangible and intangible assets of the Company.  According to the original terms of the note, fifty percent of the note was due on December 28, 2008 and fifty percent due and payable on March 29, 2009 and if the note was not paid by its maturity date; a default rate of 15% applied. The note was considered in default as of December 28, 2008 due to non-payment of the required principle payment, therefore, it is recorded at face value and default interest of 15% is being accrued.

We modified the note agreement on January 27, 2009 to require full payment of principal and interest on July 1, 2009 in exchange for a reduction of the conversion price of the note and exercise price of the warrants to $1.00.  On January 27, 2009, the warrants were redeemed in exchange for a convertible note in the amount of $70,834. The exchange resulted in an extinguishment loss of $82,484. See Note 6(e).  The conversion price was reduced again to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009.  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $100,000 (See Note 6(h)).  This modification resulted in an extinguishment loss of $26,282. On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000 in which the conversion price for the notes payable and exercise price of the warrants were reduced to $0.035.  Later on March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000 which the conversion price for the notes payable and exercise price for the warrants was reduced to $0.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)). The current outstanding amount is zero as one assignment/sale of $60,833 was made to another accredited investor during the quarter ended March 31, 2013.  There were no outstanding warrants for the year ended March 31, 2013 to surrender for newly issued convertible notes.

In originally evaluating the financing transaction, we concluded that the conversion feature was not clearly and closely related to the debt instrument; however, it did meet the paragraph 11(a) exemption and did not require liability classification. We considered if the contract embodied a beneficial conversion feature (“BCF”) however there was no beneficial conversion feature present, since the effective conversion price was greater than the market value of the stock.

(e) $942,224 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 27, 2009 , March 30, 2009, and July 15, 2009,  we entered into Subscription agreements with a group of accredited investors that provided for the sale of an aggregate $892,224 face value secured convertible notes and warrants to purchase an aggregate 1,183,473 shares of our common stock.  The notes and warrants are based on a fixed conversion price of $1.00 and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion price was reduced to $.494 when the Company issued additional convertible instruments with a lower conversion rate in November 2009.  On January 10, 2010, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $50,000.  Additionally, we agreed to reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $309,740.   On January 28, 2010, certain warrants were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.  On February 11, 2010, the warrants which were re-priced to $0.20 on January 10, 2010 were re-priced to $0.16, and the expiration dates were extended to July 15, 2015.  On May 13, 2010, we executed an allonge to the March, 2009 secured convertible notes payable for $55,000 as well as issued 114,583 warrants at an exercise price of $0.16.  On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000.  As part of this extension, the conversion price of the convertible notes payable and the exercise price of the applicable warrants were changed to $.035.   On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  As part of this extension, the conversion price of the convertible notes payable and the exercise price of the applicable warrants were changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).  Up until February 21, 2013 $435,370 of the principal balance and $124,563 of accrued interest were converted into shares of common stock plus an assignment/sale of $27,834 was made to another accredited investor, resulting in the outstanding principal balance of $479,020. This remaining amount was surrendered by the debt holders to the Company on February 21, 2013 as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date to the debt holders. All 1,183,473 outstanding warrants were surrendered and cancelled through another exchange via the issuance of new convertible notes by the Company to these debt holders.

Prior to February 21, 2013, the holder had the option to redeem the convertible notes for cash in the event of defaults and certain other contingent events, including events related to the common stock into which the instrument was convertible, registration and listing (and maintenance thereof) of our common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). The conversion feature was not afforded the exemption as conventional convertible and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instrument at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

Prior to February 21, 2013, we also evaluated the warrants to determine if they required liability or equity accounting. The warrants issued in conjunction with the financing are redeemable for cash upon the occurrence of acquisition, merger or sale of substantially all assets of the Company in an all cash transaction; therefore, the FASB Accounting Standards Codification requires that they be recorded as derivative liabilities on our balance sheet and marked to fair value each reporting period. As has already been stated, there are no more outstanding warrants.

(f) $507,500 convertible note payable:

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  On August 8, 2008, the Company executed a secured convertible promissory note in the aggregate amount of $507,500 with one lender, an unrelated entity.  The note was payable on August 7, 2009 with interest on the outstanding principal to accrue at 10%.  This note was entered into pursuant to the terms of a Secured Promissory Note and Security Agreement, Asset Purchase Agreement and Registration Rights Agreement to purchase certain trademarks, notably “Slammers” and “Blenders”, from a company that previously acquired such trademarks through a foreclosure sale of certain assets of Bravo! Brands, Inc.  The holder of this note payable had the right to convert all or any portion of the then aggregate outstanding principal amount together with interest at the fixed conversion price of $20.00.  In November 2009, the note was settled with the issuance of new notes of equal face value, which are convertible into shares of common stock at a conversion price equal to the lesser of $1.00 or 80% of the average of the three lowest closing bid prices for the Company’s common stock for the twenty trading days preceding the date of conversion. The notes are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  On January 10, 2009, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $50,000.  Additionally, we agreed to reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $206,356.  On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000 in which the conversion price for the notes payable was changed to $.035. In addition, $203,882 of the outstanding balance plus $46,327 in accrued interest payable were assigned to new debt holders.  On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000 in which the conversion price for the notes payable was changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).  To date, the entire amount of $507,500 was sold to other accredited investors in which the buying investors converted the entire balance into shares of common stock, resulting in no outstanding balances.

When there was an outstanding balance, the conversion feature was not afforded the exemption as conventional convertible and the notes require liability classification under the FASB Accounting Standards Codification. We chose to value the entire hybrid instruments at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(g) $111,112 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  In November 2009, the Company issued a convertible note with a face value of $111,112 and 150,000 shares of common stock in exchange for marketable securities with a fair market value on the date of the transaction of $76,000.  The note is convertible into common stock at a fixed conversion price of $1.00 per share subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  On January 10, 2009, we entered into a modification of the agreement with certain note holders, which extended the maturity date to June 30, 2010.  In exchange for this modification, we issued convertible promissory notes in the amount of $50,000.  Additionally, we agreed to reduce the price of certain warrants to $0.20.  This modification resulted in an extinguishment loss of $47,520.  On July 14, 2010, we extended the due date to March 31, 2011 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $900,000 in which the conversion price of the notes payable and the exercise price of the applicable warrants were changed to $.035.  On March 17, 2011, we extended the due date to March 31, 2012 as part of a subscription agreement for a convertible debt financing in the principal gross amount of $600,000.  As part of this extension, the conversion price of the convertible notes payable and the exercise price of the applicable warrants were changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)). The full original amount of $111,112 was outstanding as of February 21, 2013 when the note holder surrendered this note to the Company as part of the exchange agreement whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no outstanding warrants to surrender for a new convertible note.

Prior to the exchange agreement, we chose to value the entire hybrid instrument at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(h) $100,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. As consideration for the modification agreement we entered into with certain investors on January 10, 2010, we agreed to issue two convertible promissory notes in the aggregate amount of $100,000.  The notes are based on a fixed conversion price of $1.00 and are subject to full-ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices. As part of the agreement from the July, 2010 financing for $900,000, the maturity date was extended to March 31, 2011, and the conversion price of the notes payable was changed to $.035.  As part of the agreement from the March, 2011 financing for $600,000, the maturity date was extended to March 31, 2012, and the conversion price of the notes payable was changed to $.02. The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.  On March 31, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding March 31, 2012 principal face value amount (see Note 6 (p)).  Up until February 21, 2013, $50,000 of the principal balance and $13,450 of accrued interest were converted into shares of common stock, resulting in an outstanding principal balance of $50,000 when the note holder surrendered this note to the Company as part of the exchange agreement whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no outstanding warrants to convert to a new convertible note.

Prior to the conversion on February 21, 2013, the holder had the option to redeem the convertible notes for cash in the event of defaults and certain other contingent events, including events related to the common stock into which the instrument was convertible, registration and listing (and maintenance thereof) of our common stock and filing of reports with the Securities and Exchange Commission (the “Default Put”). The conversion feature was not afforded the exemption as conventional convertible and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instrument at fair value. We estimate the fair value of the hybrid contract as a common stock equivalent, enhanced by the forward elements (coupon, puts, and calls), because that technique embodies all of the assumptions (including credit risk, interest risk, stock price volatility and conversion behavior estimates) that are necessary to fair value complex, hybrid contracts.

(i) $900,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On July 15, 2010, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $900,000 of our securities consisting of 10% convertible notes with a maturity date of July 15, 2012 and 65,999,999 Class A stock purchase warrants at an exercise price of $.035 with an expiration date of July 14, 2015. The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.08. On February 22, 2012, we entered into a Fifth Amendment and Consent Agreement as part of the February, 2012 financing in which the above $.08 conversion price was changed to $.02 as well as the exercise price of the warrants was changed from $.035 to $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9` – Derivative Liabilities. At inception, we allocated $156,000 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $900,000 financing using the relative fair value method. We recorded a total debt discount of $171,600 (above $156,000 plus $15,600 for warrants issued to placement agent) in which we recorded $209,446 to capture the accretion of the debt discount from inception. Up until February 21, 2013, a total of $264,725 was converted into shares of common stock, resulting in an outstanding balance of $635,275 at March 31, 2012.plus $131,663 of accrued interest were converted into shares of common stock. On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holders. The remaining outstanding 56,666,666 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

Total financing costs paid from this financing amounted to $164,500 as well as a payment of $39,024 for other past due professional fees, resulting in a net amount of $696,476 to be paid to us at $150,000 per month until the total amount is paid in the following months.  As such, we reported a stock subscription amount of $246,476 for the period ended September 30, 2010.  That amount has since been paid from October through November, 2010.  In addition, we recorded $15,600 in non-cash deferred financing fees for the issuance of 6,000,000 warrants as a finder’s fee as part of the total issued 65,999,999 Class A warrants.  In addition, we paid other financing fees associated with this financing in the amount of $11,500, resulting in a total of $191,600.

As noted throughout Note 6, certain debts were assigned to new debt holders.  A total of $413,358 in convertible notes payable and $86,642 in accrued interest payable for a total of $500,000 was assigned to new debt holders as part of the July, 2010 financing.  Out of the total $500,000 balance, the entire $500,000 in these assigned notes payable were converted into common shares of stock from inception through the year ended March 31, 2013.These $500,000 assigned notes had the same conversion price terms as the $900,000 new notes payable.

(j) $400,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 21, 2011, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $400,000 of our securities consisting of 10% convertible notes with a maturity date of July 15, 2012 and 20,460,357 Class A stock purchase warrants at an exercise price of $.035 with an expiration date of January 20, 2016. The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.08.  On February 22, 2012, we entered into a Fifth Amendment and Consent Agreement as part of the February, 2012 financing in which the above $.08 conversion price was changed to $.02 as well as the exercise price of the warrants was changed from $.035 to $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $136,123 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $400,000 financing using the relative fair value method. We recorded $177,211 to capture the accretion of the debt discount since inception.  Total conversions of the principal amount up to February 21, 2013 amounted to $195,523 which were converted into shares of common stock, resulting in the current outstanding balance of $204,477 as well as accrued interest in the total amount of $16,942 was converted into shares of common stock. On September 30, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding September 30, 2012 principal face value (see Note 6 (t).

On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holders. The remaining outstanding 14,578,005 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

Total financing costs paid from this financing amounted to $70,000  as well as the payment of $102,500 of a previous promissory note resulted  in a net amount of $227,500 to be paid to us.  Out of this total $227,500, an amount of $128,500 was paid in the first January, 2011 closing with the remaining amount of $99,000 being paid in the second February, 2011 closing.  In addition, we recorded $31,921 in non-cash deferred financing fees for the issuance of 2,046,035 restricted shares of common stock as a finder’s fee.

(k) $600,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On March 17, 2011, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $600,000 of our securities consisting of 10% convertible notes with a maturity date of September 17, 2012 and 43,708,610 Class A stock purchase warrants (includes 3,973,510 warrants as a finder’s fee) at an exercise price of $.02 with an expiration date of March 16, 2016. The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $223,802 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $400,000 financing using the relative fair value method. We recorded $268,562 to capture the accretion of the debt discount since inception. Total conversions of the principal amount up to February 21, 2013 amounted to $291,378 which were converted into shares of common stock, resulting in an outstanding principal balance of $308,622 at February 21, 2013. In addition, a total of $10,744 of accrued interest was converted into shares of common stock.  On September 30, 2012, we extended the due date to March 31, 2014 by issuing new convertible notes payable for 10% of the outstanding September 30, 2012 principal face value amount (see Note 6(t).  On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holders. The remaining outstanding 40,397,352 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.  Total financing costs paid from this financing amounted to $90,000 resulted in a net amount of $510,000 to be paid to us.   In addition, we recorded $75,371 in non-cash deferred financing fees for the issuance of 3,973,510 warrants to purchase common stock as a finder’s fee as well as issued a convertible note for $18,000 for a 3% non-accountable allowance placement agent fee as this note contained the same conversion rights as the above convertible notes.  This particular note has been fully converted into shares of common stock.

(l) $221,937 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split.  On May 23, 2011, the holder of the original April 2, 2008 short term bridge loan with principal balance of $120,000 and of the original May 19, 2008 short term bridge loan with principal balance of $33,000 entered into an agreement to transfer the original notes and personal guarantee of Roy Warren, CEO, to another debt holder (Jody Eisenman) who already is an existing debt holder and accredited investor.   On June 30, 2011, the new debt holder entered into a Debt Exchange Agreement with the Company to transfer these two short term bridge loans dated April 2, 2008 with principal balance of $120,000 plus interest of $53,951 and the second short term bridge loan dated May 19, 2008 with principal balance of $33,000 plus interest of $14,986 for a grand total of $221,937 into a new long term convertible note with an interest rate of 10% and a maturity date of September 17, 2012.  This new note covers all previous commitments through June 30, 2011. As consideration for this exchange, the Company cancelled the personal guarantee of Roy Warren, CEO, and issued a warrant to purchase 20,000,000 shares of the Company’s common stock at an exercise price of $.02 with a life of five years.  This convertible note and warrants are subject to the same rights as all other convertible notes and associated warrants as the conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. Through this exchange, all original notes and guarantee and all obligations related thereunder were cancelled and terminated.   We recorded $2,767 to capture the accretion of the debt discount since inception. Total conversions of the principal amount to date amounted to $206,083 leaving a remaining outstanding principal face amount of $15,854 as of February 21, 2013. In addition, $803 in accrued interest was converted into shares of common stock.  On September 30, 2012, we extended the due date to March 31, 2014 by issuing new convertible n notes payable for 10% of the outstanding September 30, 2012 principal face value amount (see Note 6(t)).

(m)  $500,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On July 15, 2011, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $1,000,000 of our securities consisting of 10% convertible notes with a maturity date of January 15, 2013 in which we did sell $500,000.  In addition, we did issue a convertible note under the same terms as the $500,000 convertible notes for a 3% finder’s fee in the amount of $15,000.  We issued 27,500,000 Class A stock purchase warrants (includes 2,500,000 warrants as a finder’s fee) at an exercise price of $.02 with an expiration date of July 14, 2016.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $70,454 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $500,000 financing using the relative fair value method. We recorded $69,150 to capture the accretion of the debt discount since inception. There have been no conversions of this debt.  There have been no conversions of this debt, but $75,000 of the principal amount was sold to a new accredited investor in August, 2012 resulting in an outstanding balance of $425,000 as of February 21, 2013.  Total financing costs paid from this financing amounted to $95,000 resulting in a net amount of $405,000 to be paid to us.  On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. The remaining outstanding 27,500,000 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

(n)  $59,359 convertible notes payable

As the debt has been fully paid, there is no restatement for the reverse stock split. On November 3, 2011, we entered into a promissory note with conversion rights with outside legal counsel in the principal sum of $59,359, payable on or before May 5, 2012.  This note shall bear interest at the rate of five percent (5%) simple interest per annum until paid in full. At the option of the holder at the due date, all or any portion of the unpaid accrued interest and/or unpaid principal amount of this note shall be converted into newly issued shares of the Company’s common stock at the lesser of a conversion price per share equal to (1) the closing price reported on the primary trading market on the day prior to the conversion date or (2) the lowest conversion price for other convertible debt or securities issued by the Company with the ability to be converted or exercised on the Due Date. The conversion price in no event will be such an amount to trigger any conversion or exercise price reset or anti-dilution rights in existing convertible notes or other convertible securities on the Due Date. The holder may not convert any amount of the note into a number of shares of common stock which would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock on such conversion date. The holder is not limited to aggregate conversions of 4.99%.   On May 29, 2012, a conversion for $50,000 in principal and on October 8, 2012 a conversion for the remaining principal balance  of $9,359 plus accrued interest for $1,926 were made for the issuance of shares of common stock, resulting in the note and applicable accrued interest to be fully paid as of December 31, 2012.

(o) $1,000,000 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On February 22, 2012, we entered into a Subscription Agreement with a group of accredited investors.  Under this agreement, we agreed to sell up to $1,000,000 of our securities consisting of 10% convertible notes with a maturity date of March 31, 2014 in which we did sell $1,000,000.  We issued 50,000,000 Class A stock purchase warrants at an exercise price of $.02 with an expiration date of February 21, 2017.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable and warrants are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The warrants issued in this financing arrangement did not meet the conditions for equity classification and are also required to be carried as a derivative liability, at fair value.  We estimate the fair value of the warrants on the inception dates, and subsequently, using the Black-Sholes Merton valuation technique, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to fair value freestanding warrants.  See also Note 9 – Derivative Liabilities. At inception, we allocated $44,735 as the valuation cost of the warrants (debt discount) against the gross proceeds of the $1,000,000 financing using the relative fair value method. We recorded $25,681 to capture the accretion of the debt discount since inception. There have been no conversions of this debt; however, the total increased by $950,000 due to various allonges which are as follows:

	Date of Allonge	$ Amount		Finder's Fees
Allonge #1	8/22/2012	$	75,000	$	-
Allonge #2	10/18/2012		150,000		15,000
Allonge #3	11/9/2012		135,000		10,000
Allonge #4	12/6/2012		165,000		15,000
Allonge #5	12/14/2012		165,000		15,000
Allonge #6	1/14/2013		220,000		20,000
Allonge #7	2/15/2013		40,000		5,000
Total		$	950,000	$	80,000

On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. The remaining outstanding 50, 000,000 warrants were surrendered and cancelled through other exchange agreements via the issuance of new convertible notes by the Company to these debt holders.

Total financing costs paid from this financing amounted to $160,000. In addition, we applied three previous bridge loans for a total of $175,000 into this new financing, paid $103,451 for two other previous bridge loans including interest, resulting in a net amount of $561,549 to be paid to us.

(p) $172,211 convertible notes payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On March 31, 2012, we entered into an Extension Agreement with note holders who have existing convertible notes in the total outstanding amount of $172,211 with a due date of March 31, 2012 to extend the maturity date of these notes to March 31, 2014.  As consideration of the extension of the maturity date of these notes, we issued to each note holder a new convertible note with an interest rate of twelve percent (12%) in the principal amount representing ten percent (10%) of the principal amount owed to each note holder.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(q)  $75,000 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On August 8, 2012, a new accredited investor, Southridge Partners II LP, purchased $75,000 of a previously issued $100,000 convertible note payable dated July 15, 2011 (see Note 6 (m)).  A new replacement note for $75,000 was issued with a maturity date of January 15, 2013 with an interest rate of 10%.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall 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 ten trading days preceding a conversion date but in no event greater than $.02. This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the note requires liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  The total amount of $75,000 has been converted into shares of common stock resulting in no outstanding balance.

(r)  $125,000 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On August 31, 2012, we entered into an equity purchase agreement with Southridge Partners II, LP.  As a condition for the execution of this agreement, we issued a promissory convertible note in the principal amount equal to $125,000.  We received no cash proceeds. This note shall have no registration rights and has a maturity date of February 28, 2013.  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 holder of this note is entitled any time after the maturity date to convert all or a portion of the principal amount of this note into shares of common stock at a conversion price equal to the current market price multiplied by seventy percent (70%).  Current market price means the average of the two (2) lowest 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. This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the note requires liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(s)  $75,000 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On July 19, 2012, we entered into a consulting agreement with SC Advisors, Inc. to explore various options relating to equity financing, potential asset acquisitions, corporate recapitalization and growth management strategies (collectively consulting services). This agreement is subject to the Company paying a monthly retainer of $25,000, starting August 1, 2012.  The original agreement provided monthly payment in restricted preferred stock, but both parties agreed to payment by the issuance of convertible notes for the retainer payments.  As such, we issued a promissory convertible note on September 26, 2012 in the principal amount equal to $75,000 for payments of the August, September and October 2012 retainers ($25,000 per month times 3 months).  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 March 26, 2013 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. This note payable is subject to full ratchet anti-dilution protection if we sell shares at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the note requires liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(t)  $137,783 convertible note payable

As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On September 30, 2012, we entered into an Extension Agreement with note holders who have existing convertible notes in the total outstanding amount of $137,783 with  due dates of July 15, 2012 and September 17, 2012 to extend the maturity date of these notes to March 31, 2014.  As consideration of the extension of the maturity date of these notes, we issued to each note holder a new convertible note with an interest rate of ten percent (10%) in the principal amount representing ten percent (10%) of the principal amount owed to each note holder.  The conversion price for the convertible notes payable per share shall 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 ten trading days preceding a conversion date but in no event greater than $.02. These notes payable are subject to full ratchet anti-dilution protection if we sell shares or share-indexed financing instruments at less than those prices.  The conversion features were not afforded the exemption as conventional convertible, and the notes require liability classification under the FASB Accounting Standards Codification.  We chose to value the entire hybrid instruments at fair value.  There have been no conversions of this debt. On February 21, 2013, the note holders surrendered their notes to the Company as part of the exchange agreements whereas the Company issued new consolidated notes with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(u)  Other Convertible Notes

(i) On October 12, 2012, an accredited investor, Southridge Partners II LP, purchased $20,000 of the $75,762 non-convertible note held by our landlord (See Note 8).  The purchased note was changed to a convertible note and was fully converted into shares of common stock during the quarter ended December 31, 2012.

(ii) As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On October 6, 2012, an accredited investor, Southridge Partners II LP, purchased $125,000 of a previously issued $253,750 convertible note payable assigned and dated August, 2008 (see Note 6(f)). A new replacement note for $125,000 was issued with a maturity date of March 31, 2014 with an interest rate of 12%.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. The total amount of $125,000 has been converted into shares of common stock resulting in no outstanding balance.

(iii) On November 1, 2012, we issued a convertible note for $25,000  for November, 2012 services rendered from SC Advisors, Inc. as part of their consulting fees for the Company’s restructuring program as this note has the same features and terms as the  note referenced in Note 6 (s). There have been no conversions. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.

(iv)  As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On November 28, 2012, an accredited investor, Southridge Partners II LP, purchased the remaining amount of $128,750 from a previously issued $253,750 convertible note payable assigned and dated August, 2008 (see Note 6(f) and 6(u-ii)).A new replacement note for $128,750 was issued with a maturity date of March 31, 2014 with an interest rate of 12%.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. The total amount of $128,750 has been converted into shares of common stock.

(v) On December 1, 2012, January 1, 2013, February 1, 2013 and March 1, 2013, we issued a convertible note for $25,000 for each month, totaling $100,000 for December, 2012 through March, 2013 services rendered from SC Advisors, Inc. as part of their consulting fees for the Company’s restructuring program as these notes have the same features and terms as the note referenced in Note 6 (s). These notes were not part of the February 21, 2013 exchange consolidation.  Their maturity dates are from 5/31/2013, 6/30/13, 7/31/13 and 8/31/13, respectively for each note as the debt holder will extend the maturity dates as needed.

(w) As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On December 13, 2012, an accredited investor, Southridge Partners II LP, purchased $150,000 of a previously issued $243,333 convertible note payable dated September, 2008 (see Note 6(c)).  A new replacement note for $150,000 was issued with a maturity date of March 31, 2014 with no interest as original note was a discount note.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. As of February 21, 2013, the total amount of $150,000 was converted into shares of common stock.

(x) As these notes were consolidated in February, 2013, no financial restatements are made for the reverse stock split. On January 8, 2013, an accredited investor, Southridge Partners II LP, purchased $41,333 of a previously issued $243,333 convertible note payable dated September, 2008, $20,000 of a previously issued convertible note also dated September, 2008, $60,833 of a previously issued convertible note dated December, 2008 and $27,834 of a previously issued convertible note payable dated February, 2009 for $60,000 (see Note 6(c)).  A new replacement note for $150,000 was issued with a maturity date of March 31, 2014 with no interest as original note was a discount note.  There were no associated warrants with this transaction.  The conversion price for this convertible note shall be equal to eighty percent (80%) 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. On February 21, 2013, the note holder surrendered his note to the Company as part of the exchange agreements whereas the Company issued a new consolidated note with new terms and maturity date for the various previous outstanding notes held by the debt holder. There were no warrants to surrender.  Total conversions of $133,560 from this particular portion of the overall consolidated note were made for the issuance of shares of common stock.

(v)  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 convertible note amounts. In addition and on the same date, all outstanding Class A warrants associated with these convertible note payables totaling 212,501,323/425,003 (before and after reverse stock split) Class A warrants were surrendered by the debt holders to the Company in which the Company issued additional convertible notes payable for the total amount of $350,000.  All applicable 181,818/364 (before and after reverse stock split) 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%.  The conversion price per share shall 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 $0.02/$10.00 (before and after reverse stock split).  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 $181,981 in principal and $57,138 in accrued interest were converted into shares of common stock from February 21, 2013 through the fiscal year ended March 31, 2013.

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Organization and Nature of Business

12 Months Ended

Mar. 31, 2013

Organization and Nature of Business [Abstract]

Organization and Nature of Business:

Note 1 – Organization and Nature of Business:

Attitude Drinks Incorporated, a Delaware corporation, and subsidiary (“the Company”) is engaged in the development and sale of functional beverages, primarily in the United States.

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.

On May 1, 2012, the state of Delaware approved the increase in our authorized shares of common stock from one billion (1,000,000,000) to five billion (5,000,000,000).

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, 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, and we have provided a table in Note 14 that reflects the effects of this reverse stock split.  We have restated all applicable financial information for both years ended March 31, 2013 and 2012.

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Convertible Notes Payable (Details Textual 8) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended	1 Months Ended		3 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2011 100,000 Convertible Note Financing (h) [Member]	Mar. 31, 2012 100,000 Convertible Note Financing (h) [Member]	Jul. 31, 2010 100,000 Convertible Note Financing (h) [Member]	Mar. 31, 2013 100,000 Convertible Note Financing (h) [Member]	Feb. 21, 2013 100,000 Convertible Note Financing (h) [Member]	Jan. 10, 2010 100,000 Convertible Note Financing (h) [Member]
Convertible Notes Payable (Textual)
Aggregate amount of convertible promissory notes										$ 100,000
Conversion price of convertible promissory notes					$ 0.02		$ 0.035			$ 1.00
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013			Mar. 31, 2011	Mar. 31, 2014
Convertible debt instrument, interest rate terms					The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Convertible note, interest rate						10.00%
Outstanding principal amount					600,000		900,000	50,000
Accrued interest on convertible notes converted									13,450
Convertible note principal amount converted									$ 50,000

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Convertible Notes Payable (Details Textual 3) (USD $)	0 Months Ended		12 Months Ended				0 Months Ended											3 Months Ended	12 Months Ended							0 Months Ended		0 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 31, 2013	Mar. 01, 2013	Feb. 01, 2013	Mar. 31, 2012	Mar. 31, 2012 $243,333 convertible notes payable [Member]	Mar. 31, 2011 $243,333 convertible notes payable [Member]	Mar. 17, 2011 $243,333 convertible notes payable [Member]	Jul. 31, 2010 $243,333 convertible notes payable [Member]	Jul. 14, 2010 $243,333 convertible notes payable [Member]	Jan. 31, 2010 $243,333 convertible notes payable [Member]	Jan. 10, 2010 $243,333 convertible notes payable [Member]	Jan. 31, 2009 $243,333 convertible notes payable [Member]	Dec. 31, 2008 $243,333 convertible notes payable [Member]	Sep. 30, 2008 $243,333 convertible notes payable [Member]	Sep. 29, 2008 $243,333 convertible notes payable [Member]	Mar. 31, 2013 $243,333 convertible notes payable [Member]	Mar. 31, 2013 $243,333 convertible notes payable [Member]	Mar. 31, 2012 $243,333 convertible notes payable [Member]	Dec. 31, 2012 $243,333 convertible notes payable [Member]	Nov. 30, 2009 $243,333 convertible notes payable [Member]	Mar. 29, 2009 $243,333 convertible notes payable [Member]	Jan. 27, 2009 $243,333 convertible notes payable [Member]	Dec. 28, 2008 $243,333 convertible notes payable [Member]	Sep. 30, 2008 $243,333 convertible notes payable [Member] Exercise Price 1 [Member]	Sep. 29, 2008 $243,333 convertible notes payable [Member] Exercise Price 1 [Member]	Sep. 30, 2008 $243,333 convertible notes payable [Member] Exercise Price 2 [Member]	Sep. 29, 2008 $243,333 convertible notes payable [Member] Exercise Price 2 [Member]
Convertible Notes Payable (Textual)
Aggregate amount of convertible promissory notes							$ 243,333	$ 20,000									$ 243,333			$ 243,333	$ 191,333			$ 70,834
Cash proceeds from issuance of convertible notes payable																192,500
Finance costs incurred through issuance of convertible notes																7,500
Convertible note, maturity date	Jun. 30, 2013	May 31, 2013		Aug. 31, 2013	Jul. 31, 2013												Mar. 29, 2009
Debt instrument extended maturity date							Mar. 31, 2014		Mar. 31, 2012		Jul. 14, 2010		Jun. 30, 2010
Number of common stock, shares to purchase by warrants issued																	56,666										28,333		28,333
Exercise price of warrants								$ 0.02		$ 0.035				$ 3.30	$ 3.30											$ 10.00		$ 15.00
Conversion price of convertible notes								$ 0.02	$ 0.02	$ 0.035							$ 3.30					$ 0.494		$ 1.00
Condition regarding notice for conversion of notes																The notice of conversion must be given to the Holder on the first day following the twenty consecutive trading days during which the stock price is greater than $100.00 per share each trading day and the daily trading volume is greater than 100,000 shares.
Convertible note principal amount converted									600,000		900,000
Percentage of interest due and payable till certain maturity date as per the original terms of the note																							50.00%		50.00%
Loss on debt extinguishment			(2,022,451)									113,768		82,484
Convertible promissory notes issued												100,000
Aggregate BCF intrinsic value																			192,739
Convertible debt instrument, interest rate terms								The conversion price of these notes shall be equal to eighty (80%) 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, subject to further reduction as described in the notes.
Convertible note, interest rate																				10.00%
Principal face value converted into common shares																		$ 52,000

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Going Concern and Management's Plans (Details) (USD $)	Mar. 31, 2013	Mar. 31, 2012
Going Concern and Management's Plans (Textual)
Accumulated operating losses	$ (35,330,484)	$ (28,516,550)
Working capital deficit	$ 7,182,088

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Stockholders' Deficit (Details 1) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Activity for our common stock warrants is presented below:
Warrants granted	99,800
Warrants [Member]
Activity for our common stock warrants is presented below:
Beginning balance, Shares outstanding	213,900,441	116,470,441
Warrants granted		97,500,000
Cashless exercise of warrants	(1,000,000)
Warrants that expired	(112,500)	(70,000)
Warrants surrendered for exchange of new convertible notes	(212,501,323)
Warrants (Class B) cancelled for exchange of new convertible notes	(181,818)
Balance, Shares outstanding	104,800	213,900,441
Beginning balance, Weighted Average Price	$ 0.04	$ 1.60
New warrants granted, Weighted Average Price		$ 0.02
Balance, Weighted Average Price	$ 2.19	$ 0.04
Warrants [Member] | Restated [Member]
Activity for our common stock warrants is presented below:
Beginning balance, Shares outstanding	427,801	232,941
Warrants granted		195,000
Cashless exercise of warrants	(2,000)
Warrants that expired	(225)	(140)
Warrants surrendered for exchange of new convertible notes	(425,002)
Warrants (Class B) cancelled for exchange of new convertible notes	(364)
Balance, Shares outstanding	210	427,801
Beginning balance, Weighted Average Price	$ 20.00	$ 800.00
New warrants granted, Weighted Average Price		$ 10.00
Balance, Weighted Average Price	$ 1,095.00	$ 20.00

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Short-Term Bridge Loans (Details) (USD $)						12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 April 14, 2008 [Member]	Mar. 31, 2012 April 14, 2008 [Member]	Apr. 14, 2008 April 14, 2008 [Member]	Mar. 31, 2013 April 14, 2008 [Member] Transaction date [Member]	Mar. 31, 2013 April 14, 2008 [Member] Transaction date one [Member]	Mar. 31, 2013 April 14, 2008 [Member] Transaction date two [Member]	Mar. 31, 2013 August 5, 2008 [Member]	Mar. 31, 2012 August 5, 2008 [Member]	Aug. 05, 2008 August 5, 2008 [Member]
Summary of short-term bridge loan balances
Short-term bridge loan	$ 115,000	$ 115,000	$ 60,000	$ 60,000	$ 60,000				$ 55,000	$ 55,000	$ 55,000
Summary of modification and Waiver Agreements related to the April 14, 2008 financing
Date						June 2008	September 2008	January 2009
Terms						Extend maturity to July 19, 2008	Extend maturity to December 15, 2008	Extend maturity date to April 30, 2009
Consideration						Warrants indexed to 2,500/5 (before and after reverse stock split) shares of common stock	6,000/12 (before and after reverse stock split) shares of restricted stock	1) Warrants indexed to 6,000/12 (before and after reverse stock split) shares of common stock 2) 6,000/12 (before and after reverse stock split) shares of restricted stock

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Commitments and Contingencies

12 Months Ended

Mar. 31, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies:

Note 13 – Commitments and Contingencies:

Lease of office

In December 2007, the Company entered into a five year agreement for office space in Palm Beach Gardens, Florida with a commencement date of June 1, 2008.  That office lease has ended as we entered into a new office lease for 3,333 square feet at our new office in North Palm Beach, Florida on January 3, 2013 with a lease term of three years with two years as renewable terms.  Starting February 1, 2013, the minimum starting monthly base rent without sales tax was $1,602 plus monthly operating expense for $2,670 for a monthly total of $4,272.  The lease provides for annual 3% increases throughout its term.

Future minimum rental payments for the new office lease, based on the current adjusted minimum monthly amount of $4,272 and excluding variable common area maintenance charges, as of March 31, 2013, are as follows:

Years ending March 31,		Amount
2014	$	51,360
2015		51,940
2016		52,540
2017		53,146
2018		44,730
	$	253,716

Rental expense, which also includes maintenance and parking fees, for the period ended March 31, 2013 was $82,763

Production and Supply Agreements

On December 16, 2008, we signed a manufacturing agreement with O-AT-KA Milk Products Cooperative, Inc. for the production of future new products that are in the development stage.  The manufacturer shall manufacture, package and ship such products.  All products shall be purchased F.O.B., the facility by the company.  

Litigation

On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of 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 to resolve this matter as soon as practical.

On June 5, 2009, Tuttle Motor Sports, Inc. commenced a lawsuit in the state of Florida to recover the balance owed by us under a Letter of Agreement to sponsor a Top Fuel Dragster for the 2008 NHRA racing season in the amount of $803,750. Out of this total amount, only $300,000 is required to be paid in cash with the remainder to be paid in shares of common stock. This amount had already been recorded in our records.  During May, 2010, Tuttle Motor Sports, Inc. dismissed the lawsuit without prejudice.  Prior to that time, the parties went through mediation but were unable to settle.  The likelihood of an unfavorable outcome cannot be evaluated as another lawsuit possibly could be filed against the Company.

On August 21, 2009, CH Fulfillment Services, LLC commenced a lawsuit in the state of Alabama to recover past due amounts owed by us under a contract to provide shipping and fulfillment services.  The claim is for $2,106 plus interest and legal costs.  This amount was already recorded on our records as well as projected interest costs of $682 and estimated court costs of $307 for a total of $3,095. A process of garnishment by the district court in Mobile County, Alabama was approved on September 25, 2009 for the total amount of $3,095.  On October 26, 2009, the same court authorized a garnishment process to pay $657 which was done as part payment of the total due amount. Current outstanding balance due is $2,438.  No other payments have been made.

On April 20, 2012, Arena Advertising and Sports Marketing Inc commenced a lawsuit in the state of Florida to recover past due amounts owed by us in the amount of $15,000 since January 16, 2012.  The $15,000 was already recorded in our records.  A Notice of Filing Settlement was filed on August 14, 2012 in the county court of Broward County, Florida whereas a settlement plan was agreed by both parties in which we pay the total sum of $15,390 with $3,390 on September 1, 2012 and $3,000 on the first day of each following month for four months until the total is paid in full.  We have paid the entire $15,390 amount as the lawsuit has been dismissed.  No further actions are needed by the Company.

On August 30, 2012, Entercom Boston, LLC commenced a lawsuit in the state of Massachusetts to recover past due amounts owed by us in the amount of $12,365 since February, 2011.  We have already recorded the $12,365 in our records and paid a total of $9,000 of this balance.  Both parties agreed to this $9,000 amount balance as the final settlement.  Entercom filed a Notice of Voluntary Dismissal of this Civil Action as there is no further action needed by the Company.

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Derivative Liabilities

12 Months Ended

Mar. 31, 2013

Derivative Liabilities [Abstract]

Derivative Liabilities:

Note 9 – Derivative Liabilities:

The following table summarizes the components of derivative liabilities as of March 31, 2013 and 2012:

Financing arrangement giving rise to derivative financial instruments		March 31,		March 31,
		2013		2012
$          600,000	Face Value Convertible Note Financing	$	-	$	3,913
$          500,000	Face Value Convertible Note Financing		-		2,964
$          100,000	Face Value Convertible Note Financing		-		593
$          120,000	Face Value Short Term Bridge Loan Financing		2		12
$          120,000	Face Value Short Term Bridge Loan Financing		-		12
$            60,000	Face Value Short Term Bridge Loan Financing		-		6
$            33,000	Face Value Short Term Bridge Loan Financing		-		3
$          120,000	Face Value Convertible Note Financing		-		241
$            60,000	Face Value Convertible Note Financing		-		121
$          200,000	Face Value Convertible Note Financing		-		837
$          161,111	Face Value Convertible Note Financing		-		674
$            50,000	Face Value Convertible Note Financing		-		209
$            55,000	Face Value Convertible Note Financing		-		209
$          137,500	Face Value Convertible Note Financing		-		575
$            55,000	Face Value Convertible Note Financing		-		230
$          900,000	Face Value Convertible Note Financing		-		113,810
$          400,000	Face Value Convertible Note Financing		-		31,102
$          600,000	Face Value Convertible Note Financing		-		89,678
$          221,937	Face Value Convertible Note Financing		-		44,502
$          500,000	Face Value Convertible Note Financing		-		57,528
$       1,000,000	Face Value Convertible Note Financing		-		76,043
	Total derivative liabilities	$	2	$	423,262

Prior to February 21, 2013, we estimated fair values of derivative financial instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective measuring fair values. In selecting the appropriate technique, we consider, among other factors, the nature of the instrument, the market risks that it embodies 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 because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution 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, 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. 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. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.  As of February 21, 2013, all warrants associated with convertible notes payable were surrendered by the debt holders to the Company through exchange agreements whereas the Company issued new convertible notes payable to these debt holders for a total of $350,000.  As such, derivative liabilities will be immaterial and will only relate to outstanding warrants associated with other non-convertible loans.

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Stockholders' Deficit (Details 3) (USD $)	12 Months Ended
	Mar. 31, 2013	Mar. 31, 2012 Stock Options [Member]	Mar. 31, 2011 Stock Options [Member]	Mar. 31, 2010 Stock Options [Member]	Mar. 31, 2012 Before reverse stock split [Member] Stock Options [Member]	Mar. 31, 2011 Before reverse stock split [Member] Stock Options [Member]	Mar. 31, 2012 After reverse stock split [Member] Stock Options [Member]	Mar. 31, 2011 After reverse stock split [Member] Stock Options [Member]
Summary of option activity under stock option plans
Beginning balance, Shares outstanding					1,027,068	1,027,068	2,054	2,054
Granted, Shares	99,800				27,102,009		54,204
Exercised, Shares
Forfeited, Shares
Expired, Shares
Balance, Shares outstanding					28,129,077	1,027,068	56,258	2,054
Beginning balance, Weighted Average Price					$ 1.20	$ 1.20	$ 600.00	$ 600.00
Granted, Weighted-Average Exercise Price					$ 0.02		$ 10.00
Exercised, Weighted-Average Exercise Price
Forfeited, Weighted-Average Exercise Price
Expired, Weighted-Average Exercise Price
Balance, Weighted Average Price					$ 0.06	$ 1.20	$ 30.00	$ 600.00
Outstanding, Weighted-Average Remaining Contractual Term (in years)		4 years 7 months 28 days	3 years 1 month 10 days	4 years 1 month 10 days
Beginning balance, Aggregate Intrinsic Value
Balance, Aggregate Intrinsic Value

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Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2013

Significant Accounting Policies [Abstract]

Schedule of components of inventories

	March 31, 2013		March 31, 2012
Finished goods	$	101,721	$	252,413
Finished goods on consignment		-		6,083
Total inventories	$	101,721	$	258,496

Schedule of components of company's trademark

	March 31, 2013			March 31, 2012
Trademark costs	$	31,696		$	31,570
Less accumulated amortization		(26,910	)		(6,290	)
Total Trademarks - Net	$	4,786		$	25,280

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Subsequent Events

12 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events:

Note 14 – Subsequent Events

These figures are not restated for the reverse stock split except where noted.

On April 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their April, 2013 consulting services.

On April 3, 2013, we issued 150,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $11,250 at a conversion price of $.000075.

Also on April 3, 2013, we issued 583,333,333 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $43,750 at a conversion price of $.000075.

On April 4, 2013, we issued 219,200,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $16,440 at a conversion price of $.000075.

On April 9, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $15,000 accrued interest at a conversion price of $.000075.

Also on April 9, 2013, we issued 89,546,666 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $6,716 accrued interest at a conversion price of $.000075.

On April 9, 2013, an accredited investor purchased $100,000 of a previously issued $100,000 convertible note payable dated March, 2009 held by another accredited investor.  A new replacement note for $100,000 was issued under the same terms of the February, 2013 consolidated notes of 4% interest rate and a maturity date of February 21, 2015.   No conversions have occurred.

On April 10, 2013, we issued 219,533,333 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $16,465 at a conversion price of $.000075.

On April 11, 2013, we entered into an allonge number 8 to secured note issued February 22, 2012, now consolidated into a February 21, 2013 convertible note, in the amount of $71,500 less a finder’s fee of $6,500 for net proceeds received in the amount of $65,000.

On April 11, 2013, we issued 160,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $12,000 at a conversion price of $.000075.

On April 15, 2013, we issued 200,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $15,000 accrued interest at a conversion price of $.000075.

On April 16, 2013, we issued 636,666,667 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $47,750 at a conversion price of $.000075.

On April 18, 2013, we signed a new Equity Purchase Agreement with an investor for the possible purchase up to Ten Million Dollars of the Company’s common stock. This agreement replaces a similar agreement between the two parties that was signed on August 31, 2012.

On April 22, 2013, we issued 262,333,333 shares of common stock pursuant to two conversions of the February, 2013 consolidated convertible notes payable for $19,675 accrued interest at a conversion price of $.000075.

On April 29, 2013, we issued 250,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $18,750 accrued interest at a conversion price of $.000075.

On April 30, 2013, we issued 160,000,000 shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $12,000 at a conversion price of $.000075.

On May 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their May, 2013 consulting services.

On June 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their June, 2013 consulting services.

On June 5, 2013, we entered into an allonge number 9 to a secured note issued February 22, 2012, now consolidated into a February 21, 2013 convertible note, in the amount of $88,000 less a finder’s fee of $8,000 for net proceeds received in the amount of $80,000.

On June 5, 2013, an accredited investor purchased $100,000 of a previously issued $2,496,202 convertible note payable dated February 21, 2013 held by another accredited investor.  A new replacement note for $100,000 was issued under the same terms of the February, 2013 consolidated notes of 4% interest rate and a maturity date of February 21, 2015.  No conversions have occurred.

On June 7, 2013, we issued a convertible promissory note to our outside legal counsel in the amount of $37,000. The maturity date for this note is June 7, 2014.  The conversion terms are 80% of the average of the closing bid prices for the common stock as reported by Bloomberg, LP for the 5 trading days ending on the trading day immediately before the relevant conversion date.

On June 25, 2013, we filed with the state of Delaware the Company’s Certificate of Amendment of Certificate of Incorporation for the reverse stock split of 500 shares of the issued and outstanding shares of common stock to be combined into one (1) validly issued, fully paid and non-assessable share of common stock of the company.  This reverse split will be effective on July 1, 2013.

On June 21, 2013, we entered into an allonge number 10 to secured note issued February 22, 2012, now consolidated into a February 21, 2013 convertible note, in the amount of $88,000 less a finder’s fee of $8,000 for net proceeds received in the amount of $80.000.

On July 1, 2013, we implemented a 1for 500 reverse stock split of our common stock as the table below reflects certain financial information before and after the reverse stock split:

TABLE REFLECTING THE EFFECTS OF THE 1-FOR-500 REVERSE STOCK SPLIT
THAT WAS EFFECTIVE AS OF JULY 1, 2013 FOR THE PERIODS
ENDED MARCH 31, 2013 AND MARCH 31, 2012
	Before Reverse			With Reverse
	Stock Split			Stock Split
For the period ended March 31, 2013
Shares issued and outstanding		9,207,273,234			18,414,546
Basic loss per common share	$	-		$	-
Diluted loss per common share	$	-		$	-
Weighted average common shares
outstanding - basic		2,687,047,797			5,374,096
Weighted average common sares
outstanding - diluted		2,687,047,797			5,374,096
For the period ended March 31, 2012
Shares issued and outstanding		854,047,952			1,708,096
Basic loss per common share	$	(0.03	)	$	(13.65	)
Diluted loss per common share	$	(0.03	)	$	(13.65	)
Weighted average common shares
outstanding - basic		225,250,685			450,501
Weighted average common sares
outstanding - diluted		225,250,685			450,501

On July 1, 2013, we issued a convertible note to SC Advisors, Inc. for $25,000 for their July, 2013 consulting services.

On July 1, 2013, we entered into debt amendments with SC Advisors Inc. and Southridge Partners II LP to extend the maturity date all of their outstanding convertible notes ($150,000 and $50,000, respectively) to December 31, 2014. This covers all original convertible notes that are currently outstanding from December, 2012 through July, 2013.

On July 2, 2013, we issued 524,154 (adjusted for the reverse stock split) shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $17,035 at a conversion price of $.0325.

Also on July 2, 2013, we 1,918,462 (adjusted for the reverse stock split) shares of common stock pursuant to a conversion of the February, 2013 consolidated convertible notes payable for $62,350 at a conversion price of $.0325.

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Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2013	Jul. 10, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Attitude Drinks Inc.
Entity Central Index Key	0001416183
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Document Type	10-K
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2013
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 812,634
Entity Common Stock, Shares Outstanding		27,118,389

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Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2013

Significant Accounting Policies [Abstract]

Principles of Consolidation:

(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. All material intercompany balances and transactions have been eliminated.

Use of Estimates:

(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.

Business Segment and Geographic Information:

(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 in international markets during the next fiscal year.

Cash and Cash Equivalents:

(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.

Inventories:

(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 finished goods on consignment represent products shipped under a “pay on scan” model whereas the revenue is deferred until the customer sells through such products to the end consumer. The components of inventories as of March 31, 2013 and March 31, 2012 are below:

	March 31, 2013		March 31, 2012
Finished goods	$	101,721	$	252,413
Finished goods on consignment		-		6,083
Total inventories	$	101,721	$	258,496

Fixed Assets:

(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, three years for computer equipment and three years for purchased software. 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.

Trademarks

(g)       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, 2013			March 31, 2012
Trademark costs	$	31,696		$	31,570
Less accumulated amortization		(26,910	)		(6,290	)
Total Trademarks - Net	$	4,786		$	25,280

Amortization expense amounted to $20,620 and $1,897 for the years ended March 31, 2013 and March 31, 2012, 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.

Impairment of Long-Lived Assets:

(h)       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 Codificationwhich 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.

Financial 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 is more akin to debt than equity.

We carry cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities at historical costs; their respective estimated fair values approximate carrying values due to their current nature.

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, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

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 are required to be carried as derivative liabilities, at fair value, in our financial statements. However, we are allowed to elect fair value measurement of the hybrid financial instruments, on a case-by-case basis, rather than bifurcate the derivative. We believe that fair value measurement of the hybrid convertible promissory notes financing arrangements provide a more meaningful presentation of that financial instrument. As the Company exchanged all applicable warrants through the issuance of new convertible notes in February 21, 2013, derivative liabilities should be zero or reflect immaterial balances.

Revenue Recognition:

(j)       Revenue Recognition:

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 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. However, the Company entered into a sales agreement with a distributor in 2012 whereby unsold product is subject to return provisions.  In determining revenue recognition for products shipped to this customer, the Company follows the guidance in ASC 605, “Revenue Recognition” (“ASC 605”).  Certain of the products shipped are under a “pay on scan” model, and revenue is deferred by the Company until such time as the customer sells through such products to the end consumer. We no longer have a relationship with this distributor as the amount of deferred revenue relating to pay on scan products reflected in the accompanying balance sheet as of March 31, 2013 and 2012 amounted to $0 and $7,661, respectively.

The Company’s 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 $2,625 for the year ended March 31, 2013 which are recorded as reductions to the reported revenues.  We did not record any slotting fees for the year ended March 31, 2012. 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 $53,046 and $29,878 for the year ended March 31, 2013 and March 31, 2012, respectively.

Shipping and Handling Costs:

(k)      Shipping and Handling Costs:

Shipping and handling costs incurred to deliver products to our customers are included as a component of cost of sales.  These costs amounted to $38,164 and $38,300 for the year ended March 31, 2013 and March 31, 2012, respectively.

Income Taxes:

(l)       Income Taxes:

We utilize the liability method of accounting for income 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 2008 through 2013.

Our practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  For the year ended March 31, 2013 and 2012, we had no accrued interest or penalties related to income taxes. We currently have no federal or state tax examinations in progress.

Loss Per Common Share:

(m)     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, 2013 and 2012, respectively, potential common shares arising from the our stock warrants, stock options, convertible preferred stock and convertible debt and accrued interest payable amounted to 407,252,998/814,506 (before and after reverse stock split) shares for 2013 and 594,096,790/1,188,194 (before and after reverse stock split) shares for 2012 and were not included in the computation of diluted loss per share because their effect was anti-dilutive.

Recent Accounting Pronouncements Affecting the Company:

(n)      Recent Accounting Pronouncements Affecting the Company:

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 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 is currently evaluating the impact these amendments may have on its disclosures.

In June 2011, the Financial Accounting Standards Board issued an ASU that provides amendments on the presentation of comprehensive income. The amendments require that all nonowner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments do not change the option for an entity to present components of other comprehensive income either net of related tax effects or before related tax effects, with one amount shown for the aggregate income tax expense or benefit related to the total of other comprehensive income items. In both cases, the tax effect for each component must be disclosed in the notes to the financial statements or presented in the statement in which other comprehensive income is presented. The amendments do not affect how earnings per share is calculated or presented. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 and should be applied retrospectively. For the Company, the amendment is effective for fiscal 2013. The effect of adoption did not have any impact on the Company as there were no elements of other comprehensive income.

In October, 2012, the Financial Accounting Standards 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.

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 agreement.  These amendments should be applied for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods.  The Company is currently evaluating the impact these amendments may have on its disclosures.

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 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 Company is currently evaluating the impact these amendments may have on its disclosures.

Advertising Costs

(o)      Advertising Costs

Advertising costs are charged to operations when incurred and are included in operating expenses.  Advertising costs for the years ended March 31, 2013 and 2012 were $7,135 and $93,877, respectively.

Concentration of Sales to Certain Clients

(p)      Concentration of Sales to Certain Clients

During fiscal 2012-2013, the Company had sales to one client that represented 25% of total revenues in the amount of $111,770.  Receivables from this entity totaled $5,423 at March 31, 2013.

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Notes Payable (non-convertible) (Details) (USD $)	0 Months Ended		12 Months Ended		0 Months Ended						3 Months Ended	12 Months Ended
	Jan. 02, 2013	Dec. 01, 2012	Mar. 01, 2013	Feb. 01, 2013	Oct. 12, 2012 Non-convertible notes payable [Member]	Jun. 26, 2012 Non-convertible notes payable [Member]	Jun. 27, 2012 Non-convertible notes payable [Member]	Jun. 28, 2012 Non-convertible notes payable [Member]	Jun. 14, 2012 Non-convertible notes payable [Member] Investor Note	Jan. 26, 2011 Non-convertible notes payable [Member]	Jul. 09, 2012 Non-convertible notes payable [Member]	Mar. 31, 2013 Non-convertible notes payable [Member]	Mar. 31, 2011 Non-convertible notes payable [Member]
Non-convertible Notes Payable (Textual)
Payment of promissory note principal amount on final settlement													$ 23,750
Promissory note						110,000			100,000	75,762			34,000
Remaining amount of promissory note													10,250
Monthly payment of promissory note due amount													4,250
Promissory note issue second									40,000
Promissory note sold (Southridge Partners II LP)					20,000
Outstanding amount of promissory note					55,762
Conversion debt instrument, conversion terms												Basis of the actual number of days elapsed over a 360-day year on the unpaid balance.
Interest rate on promissory note						10.00%			10.00%	10.00%
Percentage of conversion price of convertible notes payable					25.00%
Conversion term at conversion price					This new replacement $20,000 note shall have the same terms as the original note except this new note shall indicate that the note was originally issued to the Seller on January 26, 2011 and shall be convertible into the Company's common stock, at any time at an initial conversion price per share equal to twenty five percent (25%) of the average of the lowest three (3) closing bid prices for the Company's common stock during the ten (10) trading days immediately preceding a conversion date and shall have a limitation on conversion equal to 9.99% of the Company's outstanding common stock.
Conversion percentage of outstanding shares					9.99%
Percentage of current interest rate as per law										15.00%
Number of promissory note									2
Number of accredited investors									2
Proceeds from notes issued							100,000	100,000			40,000
Accrued interest rate						18.00%			18.00%
Promissory note finders fee						10,000
Maturity date, description						The sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding.			The sooner of (i) October 14, 2012 or (ii) from the proceeds of the next funding.
Maturity date	Jun. 30, 2013	May 31, 2013	Aug. 31, 2013	Jul. 31, 2013		Oct. 14, 2012			Oct. 14, 2012	Jun. 30, 2011
Convertible note payable					$ 20,000

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Short-Term Bridge Loans (Details Textual) (USD $)			0 Months Ended				0 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Jan. 27, 2009 April 14, 2008 financing [Member]	Apr. 14, 2008 April 14, 2008 financing [Member]	Mar. 31, 2013 April 14, 2008 financing [Member]	Mar. 31, 2012 April 14, 2008 financing [Member]	Jan. 15, 2009 August 5, 2008 financing [Member]	Dec. 15, 2008 August 5, 2008 financing [Member]	Aug. 05, 2008 August 5, 2008 financing [Member]	Mar. 31, 2013 August 5, 2008 financing [Member]	Mar. 31, 2012 August 5, 2008 financing [Member]	Jan. 27, 2009 August 5, 2008 financing [Member]	Dec. 18, 2008 August 5, 2008 financing [Member]
Short-term Bridge Loans (Textual)
Short-term bridge loan	$ 115,000	$ 115,000		$ 60,000	$ 60,000	$ 60,000			$ 55,000	$ 55,000	$ 55,000
Warrants issued in consideration of debt before reverse stock split			6,000	5,000			5,500		5,000
Warrants issued in consideration of debt after reverse stock split			12	10			11		10
Additional warrants issued before reverse stock split				5,000					5,000
Additional warrant issued after reverse stock split				10					10
Aggregate warrant issued to purchase common stock before reverse stock split				10,000					10,000
Aggregate warrant issued to purchase common stock after reverse stock split				20					20
Exercise price 1 before reverse stock split									$ 10.00
Exercise price 1 after reverse stock split									$ 5,000
Exercise price of additional issued warrants before reverse stock split									$ 15.00
Exercise price of additional issued warrants after reverse stock split									$ 7,500
Reduced exercise price of warrant before reverse stock split			$ 1.00									$ 1.00	$ 3.30
Reduced exercise price of warrant after reverse stock split			$ 500.00									$ 500.00	$ 1,650
Restricted stock issued in consideration of debt before reverse stock split							5,500	5,500
Restricted stock issued in consideration of debt after reverse stock split							11	11
Derivative loss								12,700
Notes payable due date				Jul. 15, 2008					Sep. 08, 2008
Loss on extinguishment of debt				171,622			2,112
Fair value of warrant								$ 62,700