10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 000-52904

ATTITUDE DRINKS INCORPORATED

(Exact name of registrant as specified on its charter)

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

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

(Address of principal executive offices)

(561) 227-2727

(Registrant’s telephone number, including area code)

Indicate by check mark whether the issuer (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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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

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 Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 181,714,134 shares issued and outstanding as of March 14, 2014.

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

INDEX

		PAGE
PART I	FINANCIAL INFORMATION
Item 1 .	Condensed Consolidated Financial Statements:
	Condensed Consolidated Balance Sheets – September 30, 2013 (unaudited) and March 31, 2013	3
	Condensed Consolidated Statements of Operations – Three  Months Ended September 30, 2013 and 2012 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows – Three Months Ended September 30, 2013 and 2012 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 2.	Unregistered Sales of Equity and Use of Proceeds	38
Item 3.	Defaults upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		44
EXHIBITS
DOCUMENTS INCORPORATED BY REFERENCE: See Exhibits

2

PART I – FINANCIAL INFORMATION

ITEM 1. – CONDENSED FINANCIAL STATEMENTS

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEET

	September 30, 2013			March 31, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,352		$	7,415
Accounts receivable less allowance for doubtful accounts of $13,215 and $16,007 at  September 30, 2013 and March 31, 2013, respectively		39,360			27,092
Inventories		116,856			101,721
Prepaid expenses		10,596			25,110
TOTAL CURRENT ASSETS		172,164			161,338
FIXED ASSETS, NET		29,060			28,858
OTHER ASSETS:
Trademarks, net		4,527			4,786
Deposits and other		5,896			5,896
TOTAL OTHER ASSETS		10,423			10,682
TOTAL ASSETS	$	211,647		$	200,878
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	1,615,568		$	1,632,378
Accrued liabilities		5,298,123			5,008,571
Derivative liabilities		1,623,816			5,232,150
Short-term bridge loans payable		115,000			115,000
Convertible notes payable		37,000			100,000
Non-convertible notes payable		316,012			316,012
Loans payable to related parties		21,463			21,463
TOTAL CURRENT LIABILITIES		9,026,982			12,425,574
NON-CURRENT NOTES PAYABLE
Convertble notes payable		5,703,632			5,310,290
Less: Discount on convertible notes payable		(4,214,531	)		(4,679,689	)
CONVERTIBLE NOTES PAYABLE - NET OF CURRENT PORTION		1,489,101			630,601
STOCKHOLDERS' (DEFICIT):
Series A and A-1 convertible preferred stock par value $0.00001 per share, 20,000,000 shares authorized, 9,000,051 shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively		90			90
Common stock, par value $0.00001, 20,000,000,000 shares authorized and 107,849,650 and 18,414,546 shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively		1,078			184
Additional paid-in capital		19,315,234			18,686,258
Deficit accumulated		(29,620,838	)		(31,541,829	)
TOTAL STOCKHOLDERS' (DEFICIT)		(10,304,436	)		(12,855,297	)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	211,647		$	200,878

See accompanying notes to condensed consolidated financial statements

3

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Three			Three			Six			Six
	Months Ended			Months Ended			Months Ended			Months Ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
REVENUES:
Net revenues	$	69,991		$	120,190		$	145,191		$	230,424
Product and shipping costs		(55,373	)		(113,898	)		(118,804	)		(205,771	)
GROSS PROFIT		14,618			6,292			26,387			24,653
OPERATING EXPENSES:
Salaries, taxes and employee benefits		253,456			669,541			521,222			867,529
Marketing and promotion		25,882			(14,905	)		22,557			172,271
Consulting fees		77,000			52,000			159,500			52,111
Professional and legal fees		66,220			103,590			103,534			119,647
Travel and entertainment		7,160			15,964			13,132			35,248
Product development costs		-			-			3,780
Stock compensation expense		26,997			99,000			26,997			99,504
Other operating expenses		62,711			44,232			114,685			154,141
Total Operating Expenses		519,426			969,422			965,407			1,500,451
LOSS FROM OPERATIONS		(504,808	)		(963,130	)		(939,020	)		(1,475,798	)
OTHER INCOME (EXPENSE):
Derivative income (expense)		-			(18,761	)		-			247,119
Interest and other financing costs		2,730,895			(3,006,822	)		2,860,011			(2,477,488	)
Total Other Income (Expense)		2,730,895			(3,025,583	)		2,860,011			(2,230,369	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	2,226,087				(3,988,713	)		1,920,991			(3,706,167	)
Provision for income taxes		-			-			-			-
NET INCOME (LOSS)	$	2,226,087		$	(3,988,713	)	$	1,920,991		$	(3,706,167	)
Basic income (loss) per common share	$	0.05		$	(1.55	)	$	0.05		$	(1.63	)
Diluted income (loss) per common share	$	-		$	(1.55	)	$	-		$	(1.63	)
Weighted average common shares outstanding - basic		47,018,140			2,567,923			35,491,621			2,268,962
Weighted average common shares outstanding - diluted		3,226,292,862			2,567,923			3,214,766,343			2,268,962

See accompanying notes to condensed consolidated financial statements

4

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months			Six Months
	Ended			Ended
	September 30,			September 30,
	2013			2012
	(Unaudited)			(Unaudited)
CASH FLOWS (USED) IN OPERATING ACTIVITIES:
Net (loss)/income	$	1,920,991		$	(3,706,167	)
Adjustment to reconcile net (loss)/income to net cash used in operating activities:
Depreciation and amortization		3,969			3,868
Compensatory stock and warrants		26,997			99,504
Finance costs incurred through issuance of convertible notes		-			175,000
Issuance of convertible notes for past due services		187,000			-
Bad debt expense		(2,792	)		(817	)
Derivative expense/(income)		-			(247,119	)
Fair value adjustment of convertible notes		(3,674,948	)		2,016,756
Amortization of debt discount		637,967			202,154
Changes in operating assets and liabilities:
Accounts receivable		(9,476	)		(25,466	)
Prepaid expenses and other assets		(15,135	)		489
Inventories		14,514			196,463
Deferred revenue		-			(7,661	)
Accounts payable and accrued liabilities		412,760			848,994
Net cash (used) in operating activities		(498,153	)		(444,002	)
CASH FLOWS (USED) IN INVESTING ACTIVITIES:
Purchase of equipment		(3,910	)		-
Net cash (used) in investing activities		(3,910	)		-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from convertible notes payable		550,000			75,000
Proceeds from short-term bridge loans payable		-			240,000
Other costs of financing		(50,000	)		-
Net cash provided by financing activities		500,000			315,000
NET (DECREASE) IN CASH  AND CASH EQUIVALENTS		(2,063	)		(129,002	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		7,415			132,120
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5,352		$	3,118

See accompanying notes to condensed consolidated financial statements

5

ATTITUDE DRINKS INCORPORATED AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED SEPTEMBER 30, 2013

(Unaudited)

Note 1.            Organization, Basis of Presentation and Significant Accounting Policies

(a)           Organization:

Attitude Drinks Incorporated and subsidiary (“the Company”) is engaged in the development and sale of functional beverages, primarily in the United States. Attitude Drinks Incorporated (“Attitude” “We” or the “Company”) was formed in Delaware on May 10, 1988 under the name of International Sportfest, Inc., which later became Mason Hill Holdings, Inc. On September 19, 2007, the Company acquired Attitude Drink Company, Inc., a Delaware corporation (“ADCI”), under an Agreement and Plan of Merger (“Merger Agreement”) among Mason Hill Holdings, Inc. (“MHHI”) and ADCI.

We implemented a 1-for-500 reverse stock split on July 1, 2013, and we have restated all applicable financial data for this reverse stock split for both September 30, 2013 and September 30, 2012.

(b)           Basis of Presentation/Going Concern:

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements of the Company contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2013 and 2012 and the results of its operations and cash flows for the six month periods ended September 30, 2013 and 2012.  The significant accounting policies followed by the Company are set forth in Note 3 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2013, which is incorporated herein by reference.  Specific reference is made to that report for a description of the Company’s securities and the notes to consolidated financial statements included therein.  The accompanying unaudited interim financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP").

The results of operations for the six month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year.

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.

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company had insignificant revenues for the six month period ended September 30, 2013, a working capital deficit of $8,854,818 as of September 30, 2013 and has incurred losses to date resulting in an accumulated deficit of $29,620,838, including derivative income and expense. These factors create substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and pay its liabilities when they come due.  Management’s plan includes obtaining additional funds by debt and/or equity financings; however, there is no assurance of additional funding being available.

6

Note 1.            Organization, Basis of Presentation and Significant Accounting Policies (Continued)

(c)           Inventories:

Inventories, as estimated by management, currently consist of finished goods and are stated at the lower of cost on the first in, first-out method or market.  The inventory is comprised of the following:

	September 30, 2013		March 31, 2013
	(unaudited)
Finished goods	$	116,856	$	101,721
Total inventories	$	116,856	$	101,721

(d)           Prepaid expenses:

Prepaid expenses of $10,596 consist mainly of prepaid insurance of $6,936 and other small prepaid expenses of $3,660.

(e)           Trademarks:

Trademarks consist of costs associated with the acquisition and development of certain trademarks.  Trademarks, when acquired, will be amortized using the straight-line method over 15 years.  Amortization of trademarks for the six months ended September 30, 2013 was $259.

(f)            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 and convertible debt  that we have concluded that some of these items are 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. Fair value represents the price at which the property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

7

Note 1.            Organization, Basis of Presentation and Significant Accounting Policies (Continued)

(f)           Financial Instruments (Continued):

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 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. At February 21, 2013, the Company consolidated all previous outstanding notes into a new consolidated note per debt holder as well as exchanged all applicable warrants through the issuance of new convertible notes. The language of the new convertible notes payable was changed which, based on input from an outside new valuation firm, required a new accounting treatment in which the embedded derivatives are separated from the debt host and recorded as derivative liabilities at fair value. These derivative liabilities will need to be marked-to market each quarter with the change in fair value recorded in the profit/loss statement. We used a lattice model that values the convertible notes based on a probability weighted scenario model and future projections of the various potential outcomes.  In sum, all embedded derivatives were bundled and valued as a single, compound embedded derivative, bifurcated from the debt host and treated as a liability.

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

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

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

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

All cash and cash equivalents are considered Level 1 measurements for all periods presented. We do not have any financial instruments classified as Level 2. We have recorded a conversion feature liability in regards to a convertible note issued for the period ended June 30, 2013, which is Level 3 and further described below in note 4.

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

(g)           (Loss)/Income Per Common Share:

The basic (loss)/income per common share is computed by dividing the (loss)/income 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, but diluted income 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 six months ended September 30, 2013, potential common shares based on market price and applicable discounts arising from the Company’s stock warrants, stock options and convertible debt and preferred stock amounting to 3,179,274,722 weighted average common shares were included in the computation of diluted income per share.

8

Note 1.            Organization, Basis of Presentation and Significant Accounting Policies (Continued)

(h)           Recent Accounting Pronouncements Applicable to 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 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.

9

Note 2.            Accrued Liabilities:

Accrued liabilities consist of the following:

	September 30, 2013		March 31, 2013
	(unaudited)
Accrued payroll and related taxes	$	3,068,757	$	2,770,580
Accrued marketing program costs		580,000		580,000
Accrued professional fees		78,733		74,950
Accrued interest		1,258,623		1,221,671
Accrued board of directors' fees		188,792		170,792
Other expenses		123,218		190,578
Total	$	5,298,123	$	5,008,571

Note 3.            Short-term Bridge Loans:

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

	September 30, 2013		March 31, 2013
	(Unaudited)
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 shares of our common stock and (ii) additional warrants to purchase 5,000 shares of our common stock, representing an aggregate 10,000 shares (before any reverse stock splits) as the exercise date for these warrants has now expired.

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

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

10

Note 3.            Short-term Bridge Loans (Continued):

April 14, 2008 financing (continued):

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 12 warrants granted on January 27, 2009 have expired. The exercise price of the 12 warrants was reduced again to $500.00 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 shares of our common stock  and (ii) additional warrants to purchase 5,000 shares of our common stock, representing an aggregate of 10,000 shares (before any reverse stock splits) as the exercise dates for these warrants have now expired.  The due date of the loan was extended to December 15, 2008 with 11 restricted shares of common stock issued as consideration. On December 15, 2008, 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. 

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 11 shares of our common stock and 11 shares of restricted common stock as consideration for the extension.   We recorded a loss on extinguishment of debt of $2,112 in accordance with the FASB Accounting Standards Codification. As of December 31, 2012, this note was considered in default for non-payment.  The debt holder is a board director and will extend the note once we locate the debt holder of the above April 14, 2008 debt.

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

11

Note 4.            Convertible Notes Payable:

All convertible notes payable are recorded at fair value as prescribed by the FASB Accounting Standards Codification (see Note 8 for more details).  Convertible debt carrying values consist of the following:

			Fair Value Amounts
	Original Face Value Plus Allonges		September 30, 2013 (unaudited)			March 31, 2013
$	6,042,271	Convertible Note Financing due February 21, 2015 (a), (1)	$	5,453,632		$	5,310,290
	250,000	Convertible Note Financing due December 31, 2014 (b), (2)		250,000			100,000
	37,000	Convertible Note Financing due June 7, 2014 (c), (3)		37,000			-
		Less discount on convertible notes (4)		(4,214,531	)		(4,679,689	)
$	6,329,271	Total convertible notes payable	$	1,526,101		$	730,601

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

(2) Monthly retainer fee of $25,000 face value for December, 2012 through September, 2013 (total of $250, 000)

(3) Retainer fee of $37,000 face value issued June 7, 2013

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

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

(a) February 21, 2013 Consolidated Convertible Notes

On February 21, 2013, all previous convertible notes payable with outstanding balances totaling $5,020,944 were surrendered by the debt holders to the Company through exchange agreements whereas the Company issued one consolidated note to each debt holder for the total outstanding convertible note amounts. In addition and on the same date, all outstanding Class A warrants associated with these convertible note payables totaling 425,003 (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 364 (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 $10.00 (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 $588,156 in principal and $147,639 in accrued interest were converted into shares of common stock from February 21, 2013 through September 30, 2013.  In addition, six allonges (allonge #8 for $71,500 dated April 11, 2013, allonge #9 for $88,000 dated June 5, 2013, allonge #10 for $88,000 dated June 21, 2013, allonge #11 for $82,500 dated July 23, 2013, allonge #12 for $110,000 dated August 8, 2013 and allonge #13 for $110,000 dated September 18, 2013) were added into these consolidated notes.

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Note 4.            Convertible Notes Payable (Continued):

(a) February 21, 2013 Consolidated Convertible Notes (Continued)

Southridge Partners II LP purchased from another debt- holder $100,000 on April 9, 2013 and another $100,000 on June 5, 2013 from these February 21, 2013 notes. These new replacement notes contain the same terms as in the February 21, 2013 consolidated convertible notes.  No conversions have been made on these notes.

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

We issue each month a convertible note for $25,000 to SC Advisors as part of their consulting fees. Previously issued convertible notes from August, 2012 through November, 2012 were consolidated in the above February 21, 2013 convertible note (Note 4 (a)).  From December, 2012 through September, 2013, we issued $25,000 monthly convertible notes for a total of $250,000 as all of these notes have a maturity date of December 31, 2014.  The notes can be converted into shares of Common Stock after six months of holding at a conversion price to equal the current market price multiplied by eighty percent (80%).  Current market price means the average of the closing bid prices for the common stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. No conversions have been made on these notes.

(c)  June 7, 2013 Convertible Note

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

Note 5.            Non-convertible Notes payable:

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. 

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Note 5.            Non-convertible Notes payable (Continued):

On January 26, 2011, we entered into a promissory note with our previous landlord in the principal amount of $75,762.  This amount was 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 resulting in an outstanding amount of $55,762.  The sold $20,000 note has since been fully converted into shares of common stock.

Note 6.            Derivative Liabilities:

Fair Value Measurement

Valuation Hierarchy

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

The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2013:

		Fair Value Measurement at September 30, 2013
					Significant
Total			Quoted		Other		Significant
Carrying			Prices in		Observable		Unobservable
Value at			Active Markets		Inputs		Inputs
September 30, 2013			(Level 1)		(Level 2)		(Level 3)
$	1,623,816	$	-	$	-	$	1,623,816

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

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

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Note 6.            Derivative Liabilities (Continued):

Level 3 Valuation Techniques

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

As of September 30, 2013, there were no transfers in or out of level 3 from other levels in the fair value hierarchy. Starting with the new consolidated convertible notes payable as of February 21, 2013, we used a new lattice valuation model which required the embedded derivatives to be bundled and valued as a single compound embedded derivative, bifurcated from the debt host and treated as a liability at fair value.

Note 7.            Stockholders’ Deficit:

(a) Common Stock Warrants

As of September 30, 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
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800		$	1.00		54		$	500
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000		$	0.05		24		$	25
Total issued Class A warrants				38,800					78

(b) Common Stock Issued During the Six Months Ended September 30, 2013:

At September 30, 2013, we had issued and outstanding 107,849,650 (after reverse stock split) shares of common stock of which 30,570 (after reverse stock split) shares are owned by our officers and independent board directors.  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.

All issued shares and conversion rates are reflected at the values after the reverse stock split.

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Note 7.            Stockholders’ Deficit (Continued):

(b) Common Stock Issued During the Six Months Ended September 30, 2013 (Continued):

On April 3, 2013, we issued 300,000 shares of common stock pursuant to a conversion for $11,250 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 4, 2013, we issued 438,400 shares of common stock pursuant to a conversion for $16,440 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 4, 2013, we issued 1,166,667 shares of common stock pursuant to a conversion for $43,750 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 9, 2013, we issued 400,000 shares of common stock pursuant to a conversion for $15,000 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 9, 2013, we issued 179,093 shares of common stock pursuant to a conversion for $6,716 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 10, 2013, we issued 439,067 shares of common stock pursuant to a conversion for $16,465 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 11, 2013, we issued 320,000 shares of common stock pursuant to a conversion for $12,000 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 15, 2013, we issued 400,000 shares of common stock pursuant to a conversion for $15,000 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 16, 2013, we issued 1,273,333 shares of common stock pursuant to a conversion for $47,750 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 22, 2013, we issued 124,867 shares of common stock pursuant to a conversion for $4,675 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 22, 2013, we issued 400,000 shares of common stock pursuant to a conversion for $15,000 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 29, 2013, we issued 500,000 shares of common stock pursuant to a conversion for $18,750 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 30, 2013, we issued 320,000 shares of common stock pursuant to a conversion for $12,000 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On July 2, 2013, we issued 1,918,462 shares of common stock pursuant to a conversion for $62,350 of February, 2013 consolidated convertible notes at a conversion price of $.0325.

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

On July 15, 2013, we issued 609,756 shares of common stock pursuant to a conversion for $10,000 of February, 2013 consolidated convertible notes at a conversion price of $.0164.

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Note 7.            Stockholders’ Deficit (Continued):

(b) Common Stock Issued During the Six Months Ended September 30, 2013 (Continued):

On July 23, 2013, we issued 1,353,000 shares of common stock pursuant to a conversion for $5,412 of accrued interest at a conversion price of $.004.

On July 29, 2013, we issued 2,686,667 shares of common stock pursuant to a conversion for $10,075 of February, 2013 consolidated convertible notes at a conversion price of $.00375.

On August 5, 2013, we issued 2,352,941 shares of common stock pursuant to a conversion for $10,000 of February, 2013 consolidated convertible notes at a conversion price of $.00425.

On August 16, 2013, we issued 1,183,908 shares of common stock pursuant to a conversion for $2,575 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 16, 2013, we issued 1,498.851 shares of common stock pursuant to a conversion for $3,260 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 19, 2013, we issued 2,000,000 shares of common stock pursuant to a conversion for $4,350 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 19, 2013, we issued 1,500,000 shares of common stock pursuant to a conversion for $3,300 of February, 2013 consolidated convertible notes at a conversion price of $.0022.

On August 21, 2013, we issued 1,702,529 shares of common stock pursuant to a conversion for $3,703 of accrued interest at a conversion price of $.002175.

On August 22, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $6,525 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 22, 2013, we issued 1,818,182 shares of common stock pursuant to a conversion for $4,000 of February, 2013 consolidated convertible notes at a conversion price of $.0022.

On August 28, 2013, we issued 1,818,182 shares of common stock pursuant to a conversion for $4,000 of February, 2013 consolidated convertible notes at a conversion price of $.0022.

On September 6, 2013, we issued 4,256,098 shares of common stock pursuant to a conversion for $8,725 of February, 2013 consolidated convertible notes at a conversion price of $.00205.

On September 11, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,250 of February, 2013 consolidated convertible notes at a conversion price of $.0021.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $5,850 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

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Note 7.            Stockholders’ Deficit (Continued):

(b) Common Stock Issued During the Six Months Ended September 30, 2013 (Continued):

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 13, 2013, we issued 4,256,410 shares of common stock pursuant to a conversion for $8,300 of February, 2013 consolidated convertible notes at a conversion price of $.00195.

On September 13, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $6,300 of February, 2013 consolidated convertible notes at a conversion price of $.0021.

On September 14, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $6,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 17, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 18, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $4,750 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 20, 2013, we issued 3,286,842 shares of common stock pursuant to a conversion for $6,245 of accrued interest at a conversion price of $.0019.

On September 23, 2013, we issued 2,600,000 shares of common stock pursuant to a conversion for $4,940 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 24, 2013, we issued 2,481,579 shares of common stock pursuant to a conversion for $4,715 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 24, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $5,700 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 24, 2013, we issued 4,326,316 shares of common stock pursuant to a conversion for $8,220 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 30, 2013, we issued 8,500,000 shares of common stock pursuant to a conversion for $15,300 of February, 2013 consolidated convertible notes at a conversion price of $.0018.

(c) Options Issued During the Six Months Ended September 30,2013:

On September 16, 2013, we issued a total of 10,000,000 non-qualified stock options with an expiration date of September 16, 2018.  All options are fully vested with an exercise price of $.004. We recorded an expense of $26,997 for the fully vested value using a Black Scholes value of $.002762815 per option.

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Note 8.          Subsequent Events:

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

On October 3, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $4,800 of February, 2013 consolidated convertible notes at a conversion price of $.0016.

On October 9, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $3,600 of February, 2013 consolidated convertible notes at a conversion price of $.0012.

On October 10, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $3,600 of February, 2013 consolidated convertible notes at a conversion price of $.0012.

On October 14, 2013, we issued 9,150,000 shares of common stock pursuant to a conversion for $9,150 of February, 2013 consolidated convertible notes at a conversion price of $.001.

On October 17, 2013, we issued 5,000,000 shares of common stock pursuant to a conversion for $4,500 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On October 28, 2013, we entered into an allonge number 14 to a secured note issued February 22, 2013 in the amount of $55,000  less a finder’s fee of $5,000 for net proceeds in the amount of $50,000.

On October 29, 2013, we issued 8,000,000 shares of common stock pursuant to a conversion for $7,200 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

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

On November 1, 2013, we issued 5,000,000 shares of common stock pursuant to a conversion for $4,500 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 5,000,000 shares of common stock pursuant to a conversion for $4,500 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 11,777,778 shares of common stock pursuant to a conversion for $10,600 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 6,935,556 shares of common stock pursuant to a conversion for $6,242 of accrued interest from February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 8,000,000 shares of common stock pursuant to a conversion for $7,200 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 13, 2013, we issued 6,000,000 shares of common stock pursuant to a conversion for $4,800 of February, 2013 consolidated convertible notes at a conversion price of $.0008.

On November 15, 2013, we entered into an allonge number 15 to a secured note issued February 22, 2013 in the amount of $55,000  less a finder’s fee of $5,000 for net proceeds in the amount of $50,000.

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Note 8.          Subsequent Events (Continued):

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

Between December 23 and December 24, 2013, we received a total of $45,505 from four debt holder groups as promissory notes with a maturity date of December 31, 2014 with no stated interest rates.

On January 1, 2014, we issued a convertible note to SC Advisors, Inc. for $25,000 for their October, 2013 consulting services.

On February 1, 2014, we issued a convertible note to SC Advisors, Inc. for $25,000 for their October, 2013 consulting services.

On February 11, 2014, we entered into an allonge number 16 to a secured note issued February 22, 2013 in the amount of $55,000  less a finder’s fee of $5,000 for net proceeds in the amount of $50,000.

On March 1, 2014, we issued a convertible note to SC Advisors, Inc. for $25,000 for their October, 2013 consulting services.

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ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

OVERVIEW

Our plan of operation during the next 12 months is to focus on the non-alcoholic single serving beverage business developing and marketing of 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 third party bottlers and contract packers.

We have no assurance that we will be able to obtain additional funding to sustain our limited operations beyond twelve months based on available cash.  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, if at all possible. 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 that the note holders agree to such extensions.

The 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.

Our current product is a 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) month 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.

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ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

OVERVIEW (CONTINUED)

We organized a Scientific Advisory Board of four well known experts that have extensive experience in sports nutrition.  This board will be 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 intend to focus on the largest markets in the eastern United States with further expansion in the fifteen largest markets of the country.  We will pre-sell in four sales channels: grocery, convenience, drug and sports and gym specialty.  We intend to develop key working partnerships with regional direct store delivery (DSD) beverage distributors in these markets.

Regional distributors have lost four major beverage lines in the last few years including Monster Energy (moved to Anheuser Busch), 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 warehouse system.

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 for this business.

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.  Clearly singles will command higher margin than multi-packs. We expect that the average gross margin for our products will be 55%-60% depending upon the consumer response and sales channel mix.

Reverse Stock Split

We implemented a 1-for-500 reverse stock split on July 1, 2013.  We have restated all applicable financial data throughout this report for the six months ended September 30, 2013 and 2012.

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

We estimate the fair value of our derivative financial instruments that are required to be carried as liabilities at fair value pursuant to the FASB Accounting Standards Codification for the period ended September 30, 2013. We use all available information and appropriate techniques including outside consultants to develop our estimates. However, actual results could differ from our estimates.

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ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CRITICAL ACCOUNTING POLICIES (Continued)

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.  On February 21, 2013, we consolidated all the past outstanding convertible notes into new consolidated exchange notes that contained different language and eliminated many of the toxic elements listed in the old convertible notes.

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

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.

23

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

GOING CONCERN

Our operating losses since inception and negative working capital raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or 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 our operations and capital expenditures from the net proceeds of equity or debt offerings.  Although we plan to pursue additional financing, there can be no assurance that we will be able to secure financing when needed or to obtain such financing on terms satisfactory to us, if at all.  If we are unable to secure additional financing in the future on acceptable terms, or at all, we may be unable to complete the development of our new products.  In addition, we could be forced to reduce or discontinue product development, reduce or forego sales and marketing efforts and forego attractive business opportunities in order to improve our liquidity to enable us to continue operations.

RESULTS OF OPERATIONS

Our plan during the next few months is to continue the implementation of market and sales promotion programs to gain awareness of our “Phase III® Recovery” drink in new markets and to increase customers as this is our only revenue producing product at this time.

Six Months Ended September 30, 2013 Compared to Six Months Ended September 30, 2012:

For the six months ended September 30, 2013, our primary expenses related to salaries and consulting fees.  Total operating expenses for the six months ended September 30, 2013 were $965,407 which was $535,044 less than last year’s similar expenses for $1,500,451, mainly due to fewer employees and a decreased spending in 2013 marketing and sales programs caused by the lack of adequate capital.

Net interest income for the six months ended September 30, 2013 was $2,860,011 as compared to a $2,477,488 interest expense in the prior year. Changes and volatility in the price of the Company’s stock price which are used to measure fair value of convertible notes and derivatives created these variations, especially with the differences in the stock prices from year to year. As a result, we reported a net profit for the six months ended September 30, 2013 of $1,920,991 leading to a basic income per share of $.05 and a diluted income per share of $.00 as compared to a net loss for the six months ended September 30, 2012 of $3,706,167 which includes the recognition of derivative income of $247,119 and $2,477,488 net interest expense. The weighted average number of common shares outstanding for the basic income per share and the diluted income per share calculation for the six months ended September 30, 2013 were 35,491,621 and 3,214,766,343, respectively. The basic and diluted loss per common share was $1.63 for the six months ended September 30, 2012 based on a weighted average number of common shares outstanding of 2,268,962 for the basic and diluted loss per share.

Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012:

For the three months ended September 30, 2013, our primary expenses related to salaries and consulting fees.  Total operating expenses for the three months ended September 30, 2013 were $519,426 which was $449,996 less than last year’s similar expenses for $969,422, mainly due to fewer employees and consultants.

24

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

Net interest income for the three months ended September 30, 2013 was $2,730,895 as compared to a $3,006,822 interest expense in the prior year. Changes and volatility, which are used to measure fair value of convertible notes and derivatives created these variations, especially with the differences in the stock prices from year to year. As a result, we reported a net profit for the three months ended September 30, 2013 of $2,226,087 leading to a basic and a diluted income per share of $.05 and $0.00, respectively as compared to a net loss for the three months ended September 30, 2012 of $3,988,713 which includes the recognition of derivative expense of $18,761 and $3,006,822 net interest expense  The weighted average number of common shares outstanding for the basic and diluted income per share calculation for the three months ended September 30, 2013 was 47,018,140 and 3,226,292,862, respectively. The basic and diluted loss per common share was $1.55 for the three months ended September 30, 2012 based on a weighted average number of common shares outstanding of 2,567,923 (after reverse stock split) for the basic and diluted loss per share.

LIQUIDITY AND CAPITAL RESOURCES

We have not yet begun to generate significant revenu.es, and our ability to continue as a going concern will be dependent upon receiving additional third party financings to fund our business for at least the next twelve months.  We do not have any meaningful comparable financial information with prior periods. 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.

For the six months ended September 30, 2013 compared to six months ended September 30, 2012:

Net cash used in operating activities for the six months ended September 30, 2013 was $498,153 which was mainly the effect of changes in our operating assets. Our profit of $1,920,991 is offset by non-cash items of $(3,674,948) for the changes in the fair values of our convertible notes payable, $637,967 for the amortization of debt discount and $412,760 for changes in accounts payable and accrued expenses. Net cash used in operating activities for the six months ended September 30, 2012 was $444,002 which was mainly the effect of changes in our operating assets.  Our loss of $3,706,167 was offset by non-cash items of $2,016,756 for the changes in fair values of our convertible notes payable as well as $848,994 for changes in our accounts payable and accrued liabilities.

Net cash flows generated by operating activities for the six months ended September 30, 2013 as well as for the six months ended September 30, 2012 were inadequate to cover our working capital needs. We had to rely on a new convertible debt financing as well as a short term promissory notes to cover operating expenses.

Net cash used in investing activities for the six months ended September 30, 2013 was $3,910 which was used to purchase vending machines. There were no similar expenditures for the six months ended September 30, 2012.

Net cash provided by our financing activities was $500,000 for the six months ended September 30, 2013 as compared to $315,000 for the six months ended September 30, 2012. The net increase of $185,000 was attributed to receiving additional allonges in 2013.

25

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

LIQUIDITY AND CAPITAL RESOURCES (Continued)

External Sources of Liquidity:

For the six months ended September 30, 2013:

On April 11, 2013, we executed a $71,500 allonge #8 with Alpha Capital Anstalt to an original secured convertible note for $175,000 dated February 22, 2012 in which we received $65,000 as $6,500 was paid as a finder’s fee.

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

On June 21, 2013, we executed an $88,000 allonge #10 with Alpha Capital Anstalt to an original secured convertible note for $175,000 dated February 22, 2012 in which we received $80,000 as $8,000 was paid as a finder’s fee.

On July 23, 2013, we executed an $82,500 allonge #11 with Alpha Capital Anstalt to an original secured convertible note for $175,000 dated February 22, 2012 in which we received $75,000 as $7,500 was paid as a finder’s fee.

On August 8, 2013, we executed an $110,000 allonge #12 with Alpha Capital Anstalt to an original secured convertible note for $175,000 dated February 22, 2012 in which we received $100,000 as $10,000 was paid as a finder’s fee.

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

All of the net proceeds from the above financings were used for operations and 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.

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.

26

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

RECENT ACCOUNTING PRONOUNCEMENTS (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 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.

CURRENT AND FUTURE FINANCING NEEDS

We will require additional capital to finance our future operations.  We can provide no assurance that we will obtain additional financing sufficient to meet our future needs on commercially reasonable terms or otherwise. Currently we are in default in paying certain short-term bridge loans in the amount of $115,000 although we are working on extending the due dates.  Please see a summary of all convertible notes and short-term bridge loans in the table below.  We have convertible notes in the principal face amount of $5,740,632 outstanding at September 30, 2013. There is no guarantee that we will be able to pay these notes when due or secure further extensions.  We are recording interest expense at the default interest rate of 15% for the short-term bridge loans.  If we are unable to obtain the necessary financing, our business, operating results and financial condition will be materially and adversely affected.  We still anticipate a need of funding in the range of $1,500,000 to $1,750,000 for the next twelve months to meet our business plan and operating needs.  This figure does not include any new product research and development activities. There is no guarantee that we will be able to obtain these funds and continue operations.

27

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CURRENT AND FUTURE FINANCING NEEDS (Continued)

RECAP ANALYSIS OF ALL CONVERTIBLE NOTES PAYABLE

AND SHORT-TERM BRIDGE NON-CONVERTIBLE LOANS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2013

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

Original

New Note

Default

Accrued

Amounts

Issue

Default

$ Amount

Interest

Interest

Default

Plus Allonges

Date

Due Date

Yes/No

Past Due

Rate

Rate

Interest

$

25,000

December, 2013

12/31/2014

No

-

None

None

-

25,000

January, 2013

12/31/2014

No

-

None

None

-

6,042,271

February, 2013

2/21/2015

No

-

4

%

20

%

-

25,000

February, 2013

12/31/2014

No

-

None

None

-

25,000

March, 2013

12/31/2014

No

-

None

None

-

25,000

April, 2013

12/31/2014

No

-

None

None

-

25,000

May, 2013

12/31/2014

No

-

None

None

-

25,000

June, 2013

12/31/2014

No

-

None

None

-

37,000

June, 2013

6/7/2014

No

-

None

None

-

25,000

July, 2013

12/31/2014

No

-

None

None

-

25,000

August, 2013

12/31/2014

No

-

None

None

-

25,000

September, 2013

12/31/2014

No

-

None

None

-

$

6,329,271

SHORT-TERM BRIDGE LOANS (a)
$	60,000	April 14, 2008	Past due	Yes	$	60,000	15	%	$	39,394
$	55,000	August 5, 2008	Past due	Yes	$	55,000	15	%	$	52,734
(a) Notes indicated in default are in default because they are past due. One of the debt holders is a Board Director and will extend the maturity date as soon as we can locate the other debt holder.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

28

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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 September 30, 2013, we had total shareholders’ deficit of $10,304,436 and a working capital deficit of $8,854,818, compared to a total shareholders’ deficit of $12,855,297 and a working capital deficit of $12,264,236 at March 31, 2013. Cash and cash equivalents were $5,352 as of September 30, 2013 as compared to $7,415 at March 31, 2013. The main contributing factor to the working capital deficit was primarily attributable to the changes in the fair value calculations for the valuation of our convertible notes payable as well as changes in the derivative liabilities.

Ability 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.

29

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

At September 30, 2013, we were in default on certain of our short-term bridge notes and have other substantial outstanding debt obligations.

At September 30, 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 $5,740,632 in principal face value at September 30, 2013. Although we have been able to extend the maturity dates of most of these convertible notes 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 September 30, 2013, we are not in default in our convertible notes payable as maturity dates range from June 7, 2014 through 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 increase costs associated with the introduction and marketing of new products, most of which are expensed as incurred;

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

The beverage business is highly competitive.

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

30

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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.

31

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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 arrangements 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 in any of the co-packers were to produce inferior quality products.

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

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

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

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

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

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

32

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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.

33

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

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:

34

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CERTAIN BUSINESS RISKS (Continued):

- 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.

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 September 30, 2013, we had issued and outstanding options and warrants that may be exercised into 10,056,301 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 $5,740,632 and accrued interest payable of $1,091,708 which together may be converted into 3,785,779,109 and using the applicable discounts and market value at September 30, 2013) shares of common stock (subject to 4.99-9.99% beneficial ownership limitations) at a maximum conversion cap rate of $10.00 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 107,849,650 shares of common stock outstanding as of September 30, 2013 of which 107,819,080 shares are held by non-affiliates.  Further, the Company has outstanding convertible notes in the face value of $5,740,632 which may be converted into 3,179,274,722 shares, using the applicable discounts and market value at September 30, 2013) 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

35

ITEM 2. –       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CERTAIN BUSINESS RISKS (Continued):

(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 January 30, 2013 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.

ITEM 3. –       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 4. –       CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 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 under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

The Company has disclosed management’s determination in its annual report that deficiencies existed in the Company’s internal controls over financial reporting as of March 31, 2013. Management concluded that control deficiencies existed as of 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.

36

ITEM 4. –       CONTROLS AND PROCEDURES (Continued)

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 financial 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 financing reporting or reviewed or made recommendations to shareholders concerning the composition of the Board of Directors or recommended a new board director that is a financial expert.

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

Accordingly, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective, as of September 30, 2013, for the purposes of recording, processing, summarizing, and timely reporting material information required to be disclosed in reports filed by the Company under the Securities Exchange Act of 1934.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2013, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II –      OTHER INFORMATION

Item 1. Legal Proceedings

On September 10, 2013, James N. Fuller, Jr. commenced a lawsuit in the state of Florida to recover past due amounts owed by us for rendered independent sales contracting services.  The claim was for $18,300 plus filing fee of $460.  The $18,300 was already recorded on our 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 October 1, 2013, Beanpot Broadcastng Corp., d/b/a WXRV-FM. commenced a lawsuit in the state of Massachusetts to recover past due amounts owed by us for rendered independent sales contracting services.  The claim was for $15,500 for past due services, $4,169 in service charges, $363 for prejudgment interest and $200

37

PART II –      OTHER INFORMATION (Continued)

Item 1. Legal Proceedings (Continued)

court costs for a total of $20,232.  The total $20,232 amount was already recorded on our records.   On November 15, 2013, the Trial Court of Massachusetts entered a judgment for the plaintiff (“Beanpot”) for the total $20,232.  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 November 27, 2013, we received an order of the court from The Trial Court of Massachusetts, Small Claims Session, to attend a hearing to be scheduled on December 12, 2013 about a small claims amount of $5,000 from Marshfield Broadcasting Company, Inc. to recover past due amounts.  A total of $5,500 was already recorded on our records.  On December 31, 2013, judgment in the total amount of $5,238 was entered in favor of Marshfield Broadcasting Inc. We expect to resolve this matter as soon as practical.

On February 4, 2014, Philip Terrano commenced a lawsuit in the state of Florida to recover past due amounts owed by us for past compensation in the amount of approximately $17,000.  We disagree with this amount as our records reflect a total amount owed of $6,974. We expect to resolve this matter as soon as practical.

On February 13, 2014, Pavilion Law Center LLC (landlord) commenced a lawsuit in the state of Florida to recover past due rents including late fees and interest in the amount of $23,192.  On March 3, 2014, we agreed to a settlement of $28,290 (including court costs and attorney fees) which this total amount has been recorded in our records.  We agreed to pay 50% of the amount on March 31, 2014 and the other 50% on April 30, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2013, the Company issued a total of 6,261,227 shares of common stock for the conversions of $159,655 of principal of convertible notes payable and $75,141 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 3. Defaults on Senior Securities

As of September 30, 2013, the Company was in default in paying the April 14, 2008 short-term bridge loan with principal balance of $60,000 and the August 5, 2008 short-term bridge loan with principal balance of $55,000 for a total of $115,000.  These debt holders agreed in January, 2009 to extend the due dates to April 30, 2009.  The company is working on the extension of the due dates for these debts although there is no guarantee that we will obtain such extensions. One of the debt holders is a Board Director and will extend the note once we locate the other debt holder as we are searching for current contact information for the second investor.

Item 4.  Mine Safety Disclosures - None

Item 5. Other Information

See Note 10 – “Subsequent Events” of Note to Condensed Consolidated Financial Statements for additional disclosure data on events occurring after the date of the financial statements included herein.

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ITEM 6 –        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.

			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)
(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)

39

(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)
(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	(16)
(10)(50)	Form of Promissory Note dated June 3, 2011	(18)
(10)(51)	Form of Promissory Note dated June 30, 2011	(18)
(10)(52)	Placement Agent Agreement dated June 22, 2011	(17)
(10)(53)	Form of Debt Exchange Agreement dated June 30, 2011	(18)
(10)(54)	Subscription Agreement dated July 15, 2011 to include cap table, all Exhibits (forms of note and warrant, escrow agreement, 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)

40

(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	(32)
(10)(86)	Assignment and Escrow Agreement dated December 13, 2012	(29)
(10)(87)	Promissory Note January 1, 2013	(32)
(10)(88)	Assignment and Escrow Agreement date January 8, 2013	(32)
(10)(89)	Amendment to the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock January 9, 2013	(29)
(10)(90)	Submission of Matters to a Vote of Security Holders to Approve Increase in Authorized Shares for Common Stock to Twenty Billion Shares and to Decrease Par Value of Common Stock and Preferred Stock from $.001 to $.00001 plus Ratification of the 2013 Equity Incentive Plan- January 29, 2013	(28)
(10)(91)	Certificate of Amendment of Certificate of Incorporation January 30, 2013	(29)
(10)(92)	Promissory Note February 1, 2013	(32)
(10)(93)	Form of New Office Lease Agreement, Commencing February 1, 2013	(28)
(10)(94)	Allonge No.4 dated December 6, 2012 to Secured Note Issued 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	(32)
(10)(99)	Form of Exchange Agreement (Surrendered Notes) February 21, 2013	(32)
(10)(100)	Form of Exchange Agreement (Surrendered Warrants) February 21, 2013	(32)
(10)(101)	Form of Consolidated Note at February 21, 2013	(32)
(10)(102)	Convertible Note for Services Provided at February 21, 2013	(32)
(10)(103)	Promissory Note March 1, 2013	(32)
(10)(104)	Promissory Note April 1, 2013	(32)
(10)(105)	Assignment and Escrow Agreement April 9, 2013	(32)
(10)(106)	Reserved for possible future use (no document filed)
(10)(107)	Submission of Matters to a Vote of Security Holders on April 30, 2013 that Approved the Amendment of the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of a ratio of One-For-500 Subject to Regulatory Approval.  (to be effective July 1, 2013)	(31)

41

(10)(108)	Promissory Note May 1, 2013	(32)
(10)(109)	Promissory Note June 1, 2013	(32)
(10)(110)	Allonge No. 9 dated June 5, 2013 to Secured Note Issued February 22, 2012	(32)
(10)(111)	Assignment and Escrow Agreement June 5, 2013	(32)
(10)(112)	Promissory Note June 7, 2013	(32)
(10)(113)	Allonge No. 10 dated June 21, 2013 to Secured Note Issued February 22, 2012	(32)
(10)(114)	Promissory Note July 1, 2013	(32)
(10)(115)	Debt amendments for extension of maturity dates to December 31, 2014	(32)
(10)(116)	Allonge No. 11 dated July 23, 2013 to Secured Note Issued February 22, 2012	(33)
(10)(117)	Promissory Note August 1, 2013	(33)
(10)(118)	Allonge No. 12 dated August 8, 2013 to Secured Note Issued February 22, 2012	(33)
(10)(119)	Promissory Note September 1, 2013		X
(10)(120)	Form of Approval of Grant of Stock Options at September 13, 2013		X
(10)(121)	Allonge No. 13 dated September 18, 2013		X
(10)(122)	Promissory Note October 1, 2013		X
(10)(123)	Allonge No. 14 dated October 28, 2013		X
(10)(124)	Promissory Note November 1, 2013		X
(10)(125)	Allonge No. 15 dated  November 15, 2013		X
(10)(126)	Promissory Note December 1, 2013		X
(10)(127)	Form of Promissory Notes between December 23 and 24, 2013		X
(10)(128)	Promissory Note January 1, 2014		X
(10)(129)	Promissory Note February 1, 2014		X
(10)(130)	Allonge No. 16 dated February 11, 2014		X
(10)(131)	Promissory Note March 1, 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)

(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)

42

(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)

(32) previously filed with the Commission on  July 15, 2013 as an exhibit to Form 10-K (SEC Accession No. 0001213900-13-003610)

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

(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

43

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)

Date: March 19, 2014

/s/ Roy G. Warren

Roy G. Warren

President and Chief Executive Officer

/s/ Tommy E. Kee

Tommy E. Kee

Chief Financial Officer and Principal Accounting Officer

44

EX-10.119

EXHIBIT (10)(119)

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 JANUARY 31, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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 January 31 2015 (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 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

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 Holdier 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 conviersion 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: September 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-10.120

EXHIBIT (10)(120)

Form of Approval  of Grant of Stock Options at September 13, 2013

ATTITUDE DRINKS, INCORPORATED

A Delaware corporation

UNANIMOUS WRITTEN CONSENT

TO ACTION BY DIRECTORS

The undersigned directors of ATTITUDE DRINKS INCORPORATED, a Delaware corporation, (the “Company”) took the following actions by written consent without a meeting as allowed by the laws of the State of Delaware and the Company’s bylaws.

WHEREAS, it is in the best interest of the Company to adopt the 2013 Stock Compensation and Incentive Plan, in the form attached hereto as Exhibit A; and

WHEREAS, it is in the best interest of the Company to reserve 10,000,000 shares of the Company’s $.00001 par value common stock for future issuances under the 2013 Stock Compensation and Incentive Plan (the “Plan”) and to register these shares on a Form S-8 Registration Statement with the Securities and Exchange Commission (“SEC”).

WHEREAS, it is the best interest of the Company to allocate options to purchase up to 10,000,000 shares of the Company’s $.00001 par value common stock, for issuance under the Plan to the following persons:

Tommy Kee	1,806,426
Craig Peters	1,530,149
Jack Shea	1,188,000
Debbie Lieblong	956,343
Nicole Fuller	850,083
Bill Fowler	825,000
Roy Warren	500,000
Jack Buckman	500,000
Mike Edwards	500,000
Rich Stammler	330,000
Nick Long	247,500
Mike Small	247,500
Phil Terrano	247,500
Carly Augeri	165,000
Chris Conkling	65,000
Roy Warren, Jr.	41,499
Total	10,000,000

RESOLVED, that the Company hereby adopts the Plan and reserves 10,000,000 shares of the Company’s $.00001 par value common stock for future issuances under the Plan. The Company will file a Registration Statement on Form S-8 to register the shares underlying the Plan;

RESOLVED, that it is in the best interest of the Company to allocate options to purchase up to 10,000,000 shares of the Company’s $.00001 par value common stock, for issuance under the Plan, to the persons and in  the amounts set forth above.  The exercise price shall be $.004 per share.  All stock options referenced above shall expire on September 13, 2018 and shall immediately vest in each person referenced above.

RESOLVED, that the Company’s President and/or Chief Financial Officer shall prepare and deliver a Stock Option Certificate to each person in substantially the form attached to these resolutions (see Exhibit B).

RESOLVED, that the President and/or the Secretary of the Company are authorized, in the name and on behalf of the Corporation, to execute and deliver any and all other agreements, contracts, instruments, and writings of any nature and to do any other act or thing that may be necessary or desirable to carry out the foregoing resolutions;

RESOLVED FURTHER, that all of the resolutions and actions of the board or its duly appointed officers, heretofore adopted and taken, and all of the acts of the Company’s agents in carrying out and promoting the purposes, goals and interests of this Company through the date hereof, not specifically addressed by these or prior resolutions adopted by the directors are hereby approved, ratified, and made the acts and deeds of the Company.  Excluded from this ratification is the action, or failure to act, by any officer, director or agent of the Company which may give the Company cause to bring suit on behalf of the Company for breach of fiduciary duty or fraud, or such other causes that may be against public policy;

RESOLVED FURTHER, that the execution of the documents by the authorized officers or agents of the Company related to these resolutions is and shall be enforceable and a binding act and obligation of the Company without the necessity of the signature or attestation of any director or the board, or affixing of the corporate seal;

RESOLVED FURTHER, that the President and/or Secretary of the Company are hereby authorized and directed to execute and deliver any instrument or instruments and to do all things that may effectuate the transactions hereby authorized, and such officers are hereby authorized to carry out these resolutions in such manner as he/she may deem to be in the best interests of the Company;

RESOLVED FURTHER, that the Secretary of the Company is authorized and directed to certify these resolutions as required; and

2

RESOLVED, that the President, any Vice President, the Treasurer, and the Secretary of the Company hereby are, and each of them with the full authority to act without the others hereby is, authorized, in the name and on behalf of the Company, to execute and deliver any and all contracts, deeds, and writings of any nature and to do any other act or thing that may be necessary or desirable to carry out the foregoing.

IN WITNESS WHEREOF, the undersigned directors execute this Written Consent to Action to be effective as of September 13, 2013.

/s/ Roy G. Warren

Roy G. Warren, Director

/s/ John Buckman

John Buckman, Director

/s/ Mike Edwards

Mike Edwards, Director

3

EXHIBIT A

Attitude Drinks Incorporated

2013 Stock Compensation and Incentive Plan

1.             Purpose of Plan

1.1           This 2013 Stock Compensation and Incentive Plan (the “Plan”) of Attitude Drinks Incorporated, a Delaware corporation, (the “Company”) for employees, directors, consultants and other persons associated with the Company, is intended to advance the best interests of the Company by providing those persons who have a substantial responsibility for its management and growth with additional incentives and by increasing their proprietary interests in the success of the Company, thereby encouraging them to maintain their relationships with the Company.  Further, the availability and offering of stock options and common stock under the Plan supports and increases the Company's ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Company depends.

2.             Definitions

2.1           For Plan purposes, except where the context might clearly indicate otherwise, the following terms shall have the meanings set forth below:

“Board” shall mean the Board of Directors of the Company.

“Committee” shall mean the Compensation Committee, or such other committee appointed by the Board, which shall be designated by the Board to administer the Plan, or the Board if no committee has been established.  The Committee shall be composed of three or more persons as from time to time are appointed to serve by the Board.  Each member of the Committee, while serving as such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934.

“Common Shares” shall mean the Company's Common Shares, $.00001 par value per share, or, in the event that the outstanding Common Shares are hereafter changed into or exchanged for different shares of securities of the Company, such other shares or securities.

“Company” shall mean Attitude Drinks Incorporated, a Delaware corporation, and any parent or subsidiary corporation of the Company as such terms are defined in Sections 424(e) and 424(f), respectively, of the Code.

“Fair Market Value” shall mean, with respect to the date a given stock option is granted or exercised, the average of the highest and lowest reported sales prices of the Common Shares, as reported by such responsible reporting service as the Committee may select, or if there were no transactions in the Common Shares on such day, then the last preceding day on which transactions took place.  The above withstanding, the Committee may determine the Fair Market Value in such other manner as it may deem more equitable for Plan purposes or as is required by applicable laws or regulations.

4

“Optionee” shall mean an employee, consultant or director of the Company who has been granted one or more Stock Options under the Plan.

“Common Stock” shall mean shares of common stock which are issued by the Company pursuant to Section 5, below.

“Common Stockholder”means the employee of, consultant to, or director of the Company, or other person to whom shares of Common Stock are issued pursuant to this Plan.

“Common Stock Agreement” means an agreement executed by a Common Stockholder and the Company as contemplated by Section 5, below, which imposes on the shares of Common Stock held by the Common Stockholder such restrictions as the Board or Committee deems appropriate.

“Stock Option,” “Non-Qualified Stock Option” or “NQSO” shall mean a stock option granted pursuant to the terms of the Plan.

“Stock Option Agreement” shall mean the agreement between the Company and the Optionee under which the Optionee may purchase Common Shares hereunder.

3.             Administration of the Plan

3.1           The Committee or the Board shall administer the Plan, and accordingly, it shall have full power to grant Stock Options and Common Stock, construe and interpret the Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, it believes reasonable and proper.

3.2           The determination of those eligible to receive Stock Options and Common Stock, and the amount, type and timing of each grant and the terms and conditions of the respective Stock Option Agreements and Common Stock Agreements shall rest in the sole discretion of the Committee, subject to the provisions of the Plan.

3.3           The Committee may cancel any Stock Option awarded under the Plan if an Optionee conducts himself in a manner which the Committee determines to be inimical to the best interest of the Company, as set forth more fully in paragraph 8 of Article 11 of the Plan.

3.4           The Board, or the Committee, may correct any defect, supply any omission or reconcile any inconsistency in the Plan, or in any granted Stock Option, in the manner and to the extent it shall deem necessary to carry it into effect.

3.5           Any decision made, or action taken, by the Committee or the Board arising out of or in connection with the interpretation and administration of the Plan shall be final and conclusive.

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3.6           Meetings of the Committee shall be held at such times and places as shall be determined by the Committee.  A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting.  In addition, the Committee may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members.

3.7           No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his own part, including, but not limited to, the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct.

3.8           The Company, through its management, shall supply full and timely information to the Committee on all matters relating to the eligibility of Optionees, their duties and performance, and current information on any Optionee's death, retirement, disability or other termination of association with the Company, and such other pertinent information as the Committee may require.  The Company shall furnish the Committee with such clerical and other assistance as is necessary in the performance of its duties hereunder.

4.             Shares Subject to the Plan

4.1           The total number of shares of the Company available for grants of Stock Options and Common Stock under the Plan shall be 10,000,000 Common Shares, subject to adjustment in accordance with Article 7 of the Plan, of which may be either authorized but unissued or reacquired Common Shares of the Company.

4.2           If a Stock Option or portion thereof shall expire or terminate for any reason without having been exercised in full, the un-purchased shares covered by such NQSO shall be available for future grants of Stock Options.

SECTION 1.                                

5.             Award of Common Stock

5.1           The Board or Committee from time to time, in its absolute discretion, may (a) award Common Stock to employees of, consultants to, and directors of the Company, and such other persons as the Board or Committee may select, and (b) permit Holders of Options to exercise such Options prior to full vesting therein and hold the Common Shares issued upon the exercise of the Option as Common Stock.  In either event, the owner of such Common Stock shall hold such stock subject to such vesting schedule as the Board or Committee may impose or such vesting schedule to which the Option was subject, as determined in the discretion of the Board or Committee.

5.2           Common Stock shall be issued only pursuant to a Common Stock Agreement which shall be executed by the Common Stockholder and the Company, and which shall contain such terms and conditions as the Board or Committee shall determine consistent with this Plan, including such restrictions on transfer as are imposed by the Common Stock Agreement.

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5.3           Upon delivery of the shares of Common Stock to the Common Stockholder, the Common Stockholder shall have, unless otherwise provided by the Board or Committee, all the rights of a stockholder with respect to said shares, subject to the restrictions in the Common Stock Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Common Stock.

5.4.           Notwithstanding anything in this Plan or any Common Stock Agreement to the contrary, no Common Stockholder may sell or otherwise transfer, whether for value or not, any of the Common Stock prior to the date on which the Common Stock is vested therein.

5.5           All shares of Common Stock issued under this Plan (including any shares of Common Stock and other securities issued with respect to the shares of Common Stock as a result of stock dividends, stock splits or similar changes in the capital structure of the Company) shall be subject to such restrictions as the Board or Committee shall provide, and such restrictions may include, without limitation, restrictions concerning voting rights, transferability of the Common Stock and restrictions based on duration of employment with the Company, Company performance and individual performance; moreover, the Board or Committee may, on such terms and conditions as it determines appropriate, remove any or all of such restric­tions.  Common Stock may not be sold or encumbered until all applicable restrictions have terminated or expire.  The restrictions, if any, imposed by the Board, Committee or the Board under this Section 5 need not be identical for all Common Stock, and the imposition of any restriction with respect to any Common Stock shall not require the imposition of the same or any other restriction with respect to any other Common Stock.

5.6           Each Common Stock Agreement shall provide that the Company shall have the right to repurchase from the Common Stockholder the unvested Common Stock upon a termination of employment, termination of directorship or termination of a consultancy arrangement, as applicable, at a cash price per share equal to the purchase price paid by the Common Stockholder for such Common Stock.

5.7           In the discretion of the Board or Committee, the Common Stock Agreement may provide that the Company shall have the right of first refusal with respect to the Common Stock and a right to repurchase the vested Common Stock upon a termination of the Common Stockholder's employment with the Company, the termination of the Common Stockholder's consulting arrangement with the Company, the termination of the Common Stockholder's service on the Board, or such other events as the Board or Committee may deem appropriate.

5.8           The Board or Committee shall cause a legend or legends to be placed on certificates representing the shares of Common Stock that are subject to restrictions under the Common Stock Agreements, and the legend or legends shall make appropriate reference to the applicable restrictions.

6.             Stock Option Terms and Conditions

6.1           Consistent with the Plan's purpose, Stock Options may be granted to non-employee directors of the Company or other persons who are performing or who have been engaged to perform services of special importance to the management, operation or development of the Company.

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6.2           All Stock Options granted under the Plan shall be evidenced by agreements which shall be subject to applicable provisions of the Plan, and such other provisions as the Committee may adopt, including the provisions set forth in paragraphs 2 through 10 of this Section 6.

6.3           All Stock Options granted hereunder must be granted within ten years from the earlier of the date that this Plan is adopted or approved by the Company's shareholders.

6.4           No Stock Option granted to any employee or 10% Shareholder shall be exercisable after the expiration of ten years from the date such NQSO is granted.  The Committee, in its discretion, may provide that an Option shall be exercisable during such ten year period or during any lesser period of time.

The Committee may establish installment exercise terms for a Stock Option such that the NQSO becomes fully exercisable in a series of cumulating portions.  If an Optionee does not, in any given installment period, purchase all the Common Shares which such Optionee is entitled to purchase within such installment period, such Optionee's right to purchase any Common Shares not purchased in such installment period shall continue until the expiration or sooner termination of such NQSO.  The Committee may also accelerate the exercise of any NQSO.  However, no NQSO, or any portion thereof, may be exercisable until thirty (30) days following the date of grant (“30-Day Holding Period”).

6.5           A Stock Option, or portion thereof, shall be exercised by delivery of (i)  a written notice of exercise of the Company specifying the number of Common Shares to be purchased, and (ii)  payment of the full price of such Common Shares, as fully set forth in paragraph 6 of this Section 6.

No NQSO or installment thereof shall be exercisable except with respect to whole shares, and fractional share interests shall be disregarded.  No less than 100 Common Shares may be purchased at one time unless the number purchased is the total number of Common Shares available for purchase at the time under the NQSO.  Until the Common Shares represented by an exercised NQSO are issued to an Optionee, he shall have none of the rights of a shareholder.

6.6           The exercise price of a Stock Option, or portion thereof, may be paid:

A.           In United States dollars, in cash or by cashier's check, certified check, bank draft or money order, payable to the order of the Company in an amount equal to the option price;

B.           At the discretion of the Committee, through the delivery of fully paid and non-assessable Common Shares, with an aggregate Fair Market Value on the date the NQSO is exercised equal to the option price, provided such tendered Shares have been owned by the Optionee for at least one-year prior to such exercise;  or

C.           By a combination of both A and B above.

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The Committee shall determine acceptable methods for tendering Common Shares as payment upon the exercise of a Stock Option, and may impose such limitations and prohibitions on the use of Common Shares to exercise an NQSO as it deems appropriate.

Further, to the extent a Stock Option Agreement so provides, and as authorized by the Committee, payment may be made in any other form that is consistent with applicable laws, rules and regulations, including, but not limited to payment by cashless exercise or payment by promissory note.

6.7           With the Optionee's consent, the Committee may cancel any Stock Option issued under this Plan and issue a new NQSO to such Optionee.

6.8           Except by will or the laws of descent and distribution, no right or interest in any Stock Option granted under the Plan shall be assignable or transferable, and no right or interest of any Optionee shall be liable for, or subject to, any lien, obligation or liability of the Optionee.  Stock Options shall be exercisable during the Optionee's lifetime only by the Optionee or the duly appointed legal representative of an incompetent Optionee.

6.9           In the event of an Optionee’s death while associated with the Company or within three months after the termination of such association, the personal representative or administrator of the Optionee's estate, or the person(s) to whom an NQSO granted hereunder shall have been validly transferred by such personal representative or administrator pursuant to the Optionee's will or the laws of descent and distribution, shall have the right to exercise the NQSO for one year after the date of the Optionee's death, to the extent that (i)  such NQSO was exercisable on the date of such termination of employment by death, (ii) such NQSO was not exercised, and (iii)  the exercise period does not extend beyond the expiration of the term of the Option.

No transfer of a Stock Option by the will of an Optionee or by the laws of descent and distribution shall be effective to bind the Company unless the Company is furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferee of the terms and conditions of such Stock Option.

In the event of an Optionee’s death following termination of the Optionee's association with the Company while any portion of a NQSO remains exercisable, the Committee, in its discretion, may provide for an extension of the exercise period for up to one year after the Optionee's death but not beyond the expiration of the term of the Stock Option.

6.10         Any Optionee who disposes Common Shares acquired on the exercise of a NQSO by sale or exchange either (i) within two years after the date of the grant of the NQSO under which the stock was acquired, or (ii) within one year after the acquisition of such Shares, shall notify the Company of such disposition and the amount realized upon such disposition.  The transfer of Common Shares may also be by applicable provisions of the Securities Act of 1933, as amended.

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7.             Adjustments or Changes in Capitalization

7.1           In the event that the outstanding Common Shares of the Company are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split or stock dividend:

A.           Prompt, proportionate, equitable, lawful and adequate adjustment shall be made of the aggregate number and kind of shares subject to Stock Options which may be granted under the Plan, such that the Optionee shall have the right to purchase such Common Shares as may be issued in exchange for the Common Shares purchasable on exercise of the NQSO, had such merger, consolidation, other reorganization, recapitalization, reclassification, combination of shares, stock split or stock dividend not taken place;

B.           Rights under unexercised Stock Options or portions thereof granted prior to any such change, both as to the number or kind of shares and the exercise price per share, shall be adjusted appropriately, provided that such adjustments shall be made without change in the total exercise price applicable to the unexercised portion of such NQSO's, but by an adjustment in the price for each share covered by such NQSO's;  or

C.           Upon any dissolution or liquidation of the Company or any merger or combination in which the Company is not a surviving corporation, each outstanding Stock Option granted hereunder shall terminate, but the Optionee shall have the right, immediately prior to such dissolution, liquidation, merger or combination, to exercise his NQSO in whole or in part, to the extent that it shall not have been exercised, without regard to any installment exercise provision in such NQSO.

7.2           The foregoing adjustments and the manner of application of the foregoing provisions shall be determined solely by the Committee, whose determination as to what adjustments shall be made and the extent thereof, shall be final, binding and conclusive.  No fractional Shares shall be issued under the Plan on account of any such adjustment.

8.             Merger, Consolidation or Tender Offer

8.1           If the Company shall be a party to a binding agreement to any merger, consolidation, reorganization or sale of substantially all of its assets, each outstanding Stock Option shall pertain and apply to the securities and/or property which a shareholder of the number of Common Shares of the Company subject to the NQSO would be entitled to receive pursuant to such merger, consolidation, reorganization or sale of assets.

8.2           In the event that:

A.           Any person other than the Company acquires more than 20% of the Common Shares of the Company through a tender offer, exchange offer or otherwise;

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B.           A change in the “control” of the Company occurs, as such term is defined in Rule 405 under the Securities Act of 1933; or

C.           There is a sale of all or substantially all of the assets of the Company;

any then outstanding Stock Option held by an Optionee, who is deemed by the Committee to be a statutory officer (an “Insider”) for purposes of Section 16 of the Securities Exchange Act of 1934 shall be entitled to receive, subject to any action by the Committee revoking such an entitlement as provided for below, in lieu of the exercise of such Stock Option, to the extent that it is then exercisable, a cash payment in an amount equal to the difference between the aggregate exercise price of such NQSO, or portion thereof.  Moreover, this amount is subject to adjustment as follows (i)  in the event of an offer or similar event, the final offer price per share paid for Common Shares, or such lower price as the Committee may determine to conform an option to preserve its Stock Option status, times the number of Common Shares covered by the NQSO or portion thereof, or (ii)  in the case of an event covered by B or C above, the aggregate Fair Market Value of the Common Shares covered by the Stock Option, as determined by the Committee at such time.

8.3           Any payment which the Company is required to make pursuant to paragraph 8.2 of this Section 8 shall be made within 15 business days, following the event which results in the Optionee's right to such payment.  In the event of a tender offer in which fewer than all the shares that are validly tendered in compliance with such offer are purchased or exchanged, then only that portion of the shares covered by a NQSO as results from multiplying such shares by a fraction, the numerator being the number of Common Shares acquired pursuant to the offer and the denominator being the number of Common Shares tendered in compliance with such offer, shall be used to determine the payment thereupon.  To the extent that all or any portion of a Stock Option shall be affected by this provision, those portions of the NQSO shall be terminated.

8.4           Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the Committee may, by unanimous vote and resolution, unilaterally revoke the benefits of the above provisions, provided however, that such vote is taken no later than ten business days following public announcement of the intent of an offer or the change of control, whichever occurs earlier.

9.             Amendment and Termination of Plan

9.1           The Board may at any time suspend or terminate the Plan in whole or in part or amend it from time to time in such respects as the Board may deem appropriate and in the best interest of the Company.

9.2           No amendment, suspension or termination of this Plan shall, without the Optionee's consent, alter or impair any of the rights or obligations under any Stock Option theretofore granted to him under the Plan.

9.3           The Board may amend the Plan, subject to the limitations cited above, in such manner as it deems necessary to permit the granting of Stock Options meeting the requirements of future amendments or issued regulations, if any, to the Code.

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9.4           No NQSO may be granted during any suspension of the Plan or after termination of the Plan.

10.           Government and Other Regulations

10.1           The obligation of the Company to issue, transfer and deliver Common Shares for Stock Options exercised under the Plan shall be subject to (i) all applicable laws, regulations, rules, orders and approval which are then in effect and required by the relevant stock exchanges on which the Common Shares are traded and by government entities as set forth below; and (ii) the advisements of the Committee, in its sole discretion.  Specifically, in connection with the Securities Act of 1933, as amended, upon exercise of any Stock Option, the Company shall not be required to issue Common Shares unless the Committee has received evidence it found satisfactory, to the effect that the Optionee will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required.  Any determination in this regard by the Committee shall be final, binding and conclusive.  The Company may, but shall in no event be obligated to, take any other affirmative action in order to cause the exercise of a Stock Option or the issuance of Common Shares pursuant thereto to comply with any law or regulation of any government authority.

11.           Miscellaneous Provisions

11.1           No person shall have any claim or right to be granted a Stock Option or Common Stock under the Plan, and the grant of a NQSO or Common Stock under the Plan shall not be construed as giving an Optionee or Common Stockholder the right to be retained by the Company.  Furthermore, the Company expressly reserves the right to at any time terminate its relationship with an Optionee for or without cause, free from any liability, or any claim under the Plan, except as provided herein, in an option agreement, or in any agreement between the Company and the Optionee.

11.2           Any expense of administering this Plan shall be borne by the Company.

11.3           The payment received from an Optionee from the exercise of Stock Options under the Plan shall be used for general corporate purposes of the Company.

11.4           The place of administration of the Plan shall be in the State of Delaware, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Delaware.

11.5           Without amending the Plan, grants may be made to persons who are foreign nationals or employed outside the United States, or both, on such terms and conditions, consistent with the Plan's purpose, different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to create equitable opportunities given the differences in tax laws in other countries.

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11.6           In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Committee shall be indemnified by the Company against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Stock Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by an independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except a judgment based upon a finding of bad faith;  provided that, upon the institution of any such action, suit or proceeding, a Committee member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, to handle and defend the same, with counsel acceptable to the Optionee, before such Committee member undertakes to handle and defend it on his own behalf.

11.7           Stock Options may be granted under this Plan from time to time, in substitution for stock options held by employees of other corporations who are about to become employees of the Company as the result of (i) a merger or consolidation of the employing corporation with the Company; (ii) the acquisition by the Company of the assets of the employing corporation; or (iii) the acquisition by the Company of stock of the employing corporation as a result of which it becomes a subsidiary of the Company.  The terms and conditions of such substitute stock options so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board of Directors of the Company at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the stock options in substitution for which they are granted, but no such variation shall be such as to affect the status of any such substitute stock option as a stock option under Section 422A of the Code.

11.8           Notwithstanding anything to the contrary in the Plan, if the Committee finds by a majority vote, after full consideration of the facts presented on behalf of both the Company and the Optionee, that the Optionee has been engaged in fraud, embezzlement, theft, insider trading in the Company's stock, commission of a felony or proven dishonesty in the course of his association with the Company, any subsidiary corporation which damaged the Company, or any subsidiary corporation, or for disclosing trade secrets of the Company or any subsidiary corporation, the Optionee shall forfeit all unexercised Stock Options and all exercised NQSO's under which the Company has not yet delivered the certificates and which have been earlier granted to the Optionee by the Committee.  The decision of the Committee as to the cause of an Optionee's discharge and the damage done to the Company shall be final.  No decision of the Committee, however, shall affect the finality of the discharge of such Optionee by the Company or any subsidiary corporation in any manner.

12.           Written Agreement

12.1           Each Stock Option granted hereunder shall be embodied in a written Stock Option Agreement which shall be subject to the terms and conditions prescribed above and shall be signed by the Optionee and by the President or any Vice President of the Company, for, in the name and on behalf of the Company.  Such Stock Option Agreement shall contain such other provisions as the Committee, in its discretion shall deem advisable.

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Number of Shares: ______________________________   Date of Grant: ______________________________

FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

AGREEMENT made this 16th day of September, 2013, between ______________________________ (the “Optionee”), and Attitude Drinks Incorporated, a Delaware corporation (the “Company”).

1.             Grant of Option

The Company, pursuant to the provisions of the 2013 Stock Compensation and Incentive Plan (the “Plan”), adopted by the Board of Directors on September 16, 2013, hereby grants to the Optionee, subject to the terms and conditions set forth or incorporated herein, an option to purchase from the Company all or any part of an aggregate of  __________ shares of its $.00001 par value common stock, as such common stock is now constituted, at the purchase price of $.004 per share.  The provisions of the Plan governing the terms and conditions of the Option granted hereby are incorporated in full herein by reference.

2.             Exercise

The Option evidenced hereby shall be exercisable in whole or in part on or after __________ and on or before __________, provided that the cumulative number of shares of common stock as to which this Option may be exercised (except in the event of death, retirement, or permanent and total disability, as provided in paragraph 6.9 of the Plan) shall not exceed the following amounts:

Cumulative Number of Shares Prior to Date (Note Inclusive of)

The Option evidenced hereby shall be exercisable by the delivery to and receipt by the Company of (i)  written notice of election to exercise, in the form set forth in Attachment B hereto, specifying the number of shares to be purchased;  (ii)  accompanied by payment of the full purchase price thereof in cash or certified check payable to the order of the Company, or by fully paid and non-assessable common stock of the Company properly endorsed over to the Company, or by a combination thereof (as applicable), and  (iii)  by return of this Stock Option Agreement for endorsement of exercise by the Company on Schedule I hereof.  In the event that fully paid and non-assessable common stock is submitted as whole or partial payment for shares to be purchased hereunder, such common stock will be valued at their Fair Market Value (as defined in the Plan), on the date such shares received by the Company are applied to the payment of the exercise price.

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3.             Transferability

The Option evidenced hereby is not assignable or transferable by the Optionee other than by the Optionee's will or by the laws of descent and distribution, as provided in paragraph 6.9 of the Plan.  The Option shall be exercisable only by the Optionee during his lifetime.

____________________________________________

	By:
	Name:
ATTEST:	Title:

____________________________________________

Secretary

Optionee hereby acknowledges receipt of a copy of the Plan, attached hereto and accepts this Option subject to each and every term and provision of such Plan.  Optionee hereby agrees to accept as binding, conclusive and final, all decisions or interpretations of the Board of Directors administering the Plan on any question arising under such Plan.  Optionee recognizes that if Optionee's employment with the Company or any subsidiary thereof shall be terminated without cause, or by the Optionee, prior to completion or satisfactory performance by Optionee (except as otherwise provided in paragraph 6 of the Plan), all of the Optionee's rights hereunder shall thereupon terminate.  Further, Optionee hereby agrees that pursuant to paragraph 6 of the Plan, this Option may not be exercised while there is outstanding to Optionee any unexercised Stock Option granted to Optionee before the date of the grant of this Option.

Dated: _________
	Optionee
	Print Name
	Address
	Social Security No.

15

ATTACHMENT B

NOTICE OF EXERCISE

To:           ____________________________________________

(1)      The undersigned hereby elects to purchase ________ shares of Common Shares (the “Common Shares”), of __________________, a Delaware corporation pursuant to the terms of the attached Non-Qualified Stock Option Agreement, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)      Please issue a certificate or certificates representing said shares of Common Shares in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

Dated: _________

Signature

Optionee: Date of Grant:

16

SCHEDULE I

DATE SHARES  PURCHASED PAYMENT RECEIVED UNEXERCISED SHARES REMAINING ISSUING OFFICER’S INITIALS

17

EXHIBIT B

[Form of]

STOCK OPTION CERTIFICATE

This Stock Option Certificate confirms the grant by Attitude Drinks Incorporated, a Delaware corporation (“ATTD”) of certain stock options as of September 16, 2013 to the RECIPIENT, as defined below, to increase the RECIPIENT’S proprietary interest in the success of ATTD and thereby encouraging the RECIPIENT to maintain the current relationship with ATTD.

ATTD grants to the RECIPIENT ______________________ - stock options to purchase ____________ shares of common stock at $.004 per share expiring September 16, 2018 and shall vest immediately in RECIPIENT.

IN WITNESS WHEREOF, this Stock Option Certificate has been executed and delivered this 16th day of September 2013 by the undersigned.

Attitude Drinks Incorporated
By:
Name:	Roy G. Warren
Title:	President

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EX-10.121

EXHIBIT (10)(121)

ALLONGE NO. 13 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 13 to Secured Note (“Allonge”) is made as of this 18th day of September, 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 $1,675,000.00 ($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 2/15/13) + ($71,500 – Allonge #8 on or about 4/11/13) + ($88,000 – Allonge #9 on or about 6/5/13) + ($88,000 – Allonge #10 on or about 6/22/13) + ($82,500 – Allonge #11 on or about 7/23/13) + ($110,000 – Allonge #12 on or about 8/8/13) + (110,000 – Allonge # 13 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-10.122

EXHIBIT (10)(122)

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 FEBRUARY 28, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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 February 28, 2015 (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 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   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: October 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-10.123

EXHIBIT (10)(123)

ALLONGE NO. 14 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 14 to Secured Note (“Allonge”) is made as of this 28th day of October, 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 $1,730,000.00 ($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 on or about June 5, 2013) and + ($88,000 – Allonge #10 on or about 6/22/13) + ($82,500 – Allonge #11 on or about 7/23/13) + ($110,000 – Allonge #12 on or about 8/8/13) + ($110,000 – Allonge #13 on or about 8/8/13) + ($55,000 – Allonge #14 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-10.124

EXHIBIT (10)(124)

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 APRIL 30, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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 April 30, 2015 (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 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   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: November 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-10.125

EXHIBIT (10)(125)

ALLONGE NO. 15 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 15 to Secured Note (“Allonge”) is made as of this 15th day of November, 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 $1,785,000.00 ($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 on or about June 5, 2013) and + ($88,000 – Allonge #10 on or about 6/22/13) + ($82,500 – Allonge #11 on or about 7/23/13) + ($110,000 – Allonge #12 on or about 8/8/13) + ($110,000 – Allonge #13 on or about 8/8/13) + ($55,000 – Allonge #14 on or about 10/28/13) ($55,000 – Allonge 15 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-10.126

EXHIBIT (10)(126)

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 APRIL 30, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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 April 30, 2015 (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 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   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, 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-10.127

EXHIBIT (10)(127)

FORM OF PROMISSORY NOTE DECEMBER 2013

THIS SECURITY HAS NOT 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 $ ________________

ATTITUDE DRINKS INCORPORATED

PROMISSORY NOTE DUE DECEMBER 31, 2014

THIS Note is a duly authorized issuance of up to $ ___________________.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation (the "Company") designated as its Note.

FOR VALUE RECEIVED, the Company promises to pay to _______________, the registered holder hereof (the "Holder"), the principal sum of______________ thousand and 00/100 Dollars (US $__________.00) on December 31, 2014 (the "Maturity Date"). The principal of this Note is payable 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 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.           [RESERVED]

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 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 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

2

c. The Company shall fail to perform or observe, in any material respect, any other covenant, tem, 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. [RESERVED]

e. The Company shall (1) make an assignment for the benefit of creditors or commence proceedings for its dissolution; or (2) 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   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

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.

3

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

Dated: December _____, 2013

ATTITUDE DRINKS INCORPORATED

By:	/s/ Roy G. Warren
Print Name) Roy G. Warren Chief Executive Officer

ATTESTOR

By:	/s/ Debra L. Lieblong
	Debra L. Lieblong

List of Note Holders and Loan Amounts:

Tarpon Bay Partners LLC	$	5,000
Centaurian Fund		12,500
Whalehaven Capital		13,000
Alpha Capital		15,005
Total loans	$	45,505

4

EX-10.128

EXHIBIT (10)(128)

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, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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, 2015 (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 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   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: January 1, 2014	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-10.129

EXHIBIT (10)(129)

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, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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, 2015 (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 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   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: February 1, 2014	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-10.130

EXHIBIT (10)(130)

ALLONGE NO. 16 TO SECURED NOTE ISSUED FEBRUARY 22, 2012

This Allonge No. 16 to Secured Note (“Allonge”) is made as of this 11th day of February, 2014, 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 $1,840,000.00 ($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 on or about June 5, 2013) and + ($88,000 – Allonge #10 on or about 6/22/13) + ($82,500 – Allonge #11 on or about 7/23/13) + ($110,000 – Allonge #12 on or about 8/8/13) + ($110,000 – Allonge #13 on or about 8/8/13) + ($55,000 – Allonge #14 on or about 10/28/13) ($55,000 – Allonge #15 on or about 11/15/13) + ($55,000 – Allonge 16 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-10.131

EXHIBIT (10)(131)

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, 2015

THIS Note is a duly authorized issuance of up to $25,000.00 of ATTITUDE DRINKS INCORPORATED, a Delaware corporation and located at 712 U.S. Highway 1, Suite #200, North Palm Beach, Florida 33408 (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, 2015 (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 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   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, 2014	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-31.1

Exhibit 31.(i)

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Roy G. Warren, certify that:

(1) I have reviewed this quarterly report on Form 10-Q 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: March 19, 2014

EX-31.2

Exhibit 31.(ii)

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tommy E. Kee, certify that:

(1) I have reviewed this quarterly report on Form 10-Q 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: March 19, 2014

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-Q for the period ending September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Roy G. Warren, 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
March 19, 2014

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-Q for the period ending September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Tommy E. Kee, Chief Financial 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
March 19, 2014

XML

Stockholders' Deficit (Details Textual) (USD $)	6 Months Ended
	Sep. 30, 2013	Mar. 31, 2013
Stockholders' Deficit (Textual)
Common stock, shares issued	107,849,650	18,414,546
Common stock, shares outstanding	107,849,650	18,414,546
Common stock holders of voting right	One vote for each share.
Common stock owned by our officers	30,570
Market price	$ 1.00
Stock option issued	38,800
April 3, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	300,000
Value of notes converted in common stock	$ 11,250
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 4, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	438,400
Value of notes converted in common stock	16,440
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 4, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,166,667
Value of notes converted in common stock	43,750
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 9, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	400,000
Value of notes converted in common stock	15,000
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 9, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	179,093
Value of notes converted in common stock	6,716
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 10, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	439,067
Value of notes converted in common stock	16,465
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 11, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	320,000
Value of notes converted in common stock	12,000
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 15, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	400,000
Value of notes converted in common stock	15,000
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 16, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,273,333
Value of notes converted in common stock	47,750
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 22, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	124,867
Value of notes converted in common stock	4,675
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 22, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	400,000
Value of notes converted in common stock	15,000
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 29, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	500,000
Value of notes converted in common stock	18,750
Per Share price of shares issued upon conversion of notes	$ 0.0375
April 30, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	320,000
Value of notes converted in common stock	12,000
Per Share price of shares issued upon conversion of notes	$ 0.0375
July 2, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,918,462
Value of notes converted in common stock	62,350
Per Share price of shares issued upon conversion of notes	$ 0.0325
July 2, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	524,154
Value of notes converted in common stock	17,035
Per Share price of shares issued upon conversion of notes	$ 0.325
July 15, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	609,756
Value of notes converted in common stock	10,000
Per Share price of shares issued upon conversion of notes	$ 0.0164
July 23, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,353,000
Value of notes converted in common stock	5,412
Per Share price of shares issued upon conversion of notes	$ 0.004
July 29, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,686,667
Value of notes converted in common stock	10,075
Per Share price of shares issued upon conversion of notes	$ 0.00375
August 5, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,352,941
Value of notes converted in common stock	10,000
Per Share price of shares issued upon conversion of notes	$ 0.00425
August 16, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,183,908
Value of notes converted in common stock	2,575
Per Share price of shares issued upon conversion of notes	$ 0.002175
August 16, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,498.851
Value of notes converted in common stock	3,260
Per Share price of shares issued upon conversion of notes	$ 0.002175
August 19, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,000,000
Value of notes converted in common stock	4,350
Per Share price of shares issued upon conversion of notes	$ 0.002175
August 19, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,500,000
Value of notes converted in common stock	3,300
Per Share price of shares issued upon conversion of notes	$ 0.0022
August 21, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,702,529
Value of notes converted in common stock	3,703
Per Share price of shares issued upon conversion of notes	$ 0.002175
August 22, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Value of notes converted in common stock	6,525
Per Share price of shares issued upon conversion of notes	$ 0.002175
August 22, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,818,182
Value of notes converted in common stock	4,000
Per Share price of shares issued upon conversion of notes	$ 0.0022
August 28, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	1,818,182
Value of notes converted in common stock	4,000
Per Share price of shares issued upon conversion of notes	$ 0.0022
September 6, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	4,256,098
Value of notes converted in common stock	8,725
Per Share price of shares issued upon conversion of notes	$ 0.00205
September 11, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	5,250
Per Share price of shares issued upon conversion of notes	$ 0.0021
September 12, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	5,000
Per Share price of shares issued upon conversion of notes	$ 0.002
September 12, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Value of notes converted in common stock	5,850
Per Share price of shares issued upon conversion of notes	$ 0.002
September 12, 2013 two [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	5,000
Per Share price of shares issued upon conversion of notes	$ 0.002
September 12, 2013 three [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	5,000
Per Share price of shares issued upon conversion of notes	$ 0.002
September 12, 2013 four [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	5,000
Per Share price of shares issued upon conversion of notes	$ 0.002
September 13, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	4,256,410
Value of notes converted in common stock	8,300
Per Share price of shares issued upon conversion of notes	$ 0.00195
September 13, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Value of notes converted in common stock	6,300
Per Share price of shares issued upon conversion of notes	$ 0.0021
September 14, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Value of notes converted in common stock	6,000
Per Share price of shares issued upon conversion of notes	$ 0.002
September 17, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	5,000
Per Share price of shares issued upon conversion of notes	$ 0.002
September 18, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,500,000
Value of notes converted in common stock	4,750
Per Share price of shares issued upon conversion of notes	$ 0.0019
September 20, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	3,286,842
Value of notes converted in common stock	6,245
Per Share price of shares issued upon conversion of notes	$ 0.0019
September 23, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,600,000
Value of notes converted in common stock	4,940
Per Share price of shares issued upon conversion of notes	$ 0.0019
September 24, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	2,481,579
Value of notes converted in common stock	4,715
Per Share price of shares issued upon conversion of notes	$ 0.0019
September 24, 2013 one [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Value of notes converted in common stock	5,700
Per Share price of shares issued upon conversion of notes	$ 0.0019
September 24, 2013 two [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	4,326,316
Value of notes converted in common stock	8,220
Per Share price of shares issued upon conversion of notes	$ 0.0019
September 30, 2013 [Member]
Stockholders' Deficit (Textual)
Common stock issued in pursuant to conversion of notes	8,500,000
Value of notes converted in common stock	15,300
Per Share price of shares issued upon conversion of notes	$ 0.0018
September 16, 2013 [Member] | Stock Option [Member]
Stockholders' Deficit (Textual)
Stock option issued	10,000,000
Stock option issuance expense	$ 26,997
Per share price of stock option	$ 0.002762815
Option expiration date	Sep. 16, 2018
Option exercise price	$ 0.004

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Short-Term Bridge Loans (Details Textual) (USD $)			0 Months Ended				0 Months Ended
	Sep. 30, 2013	Mar. 31, 2013	Jan. 27, 2009 April 14, 2008 financing [Member]	Apr. 14, 2008 April 14, 2008 financing [Member]	Sep. 30, 2013 April 14, 2008 financing [Member]	Mar. 31, 2013 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]	Sep. 30, 2013 August 5, 2008 financing [Member]	Mar. 31, 2013 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 loans payable	$ 115,000	$ 115,000			$ 60,000	$ 60,000				$ 55,000	$ 55,000
Warrants issued in consideration of debt			12	5,000			11		5,000
Exercise price of warrants			12									500	1,650
Warrants issued in consideration of debt after reverse stock split									10
Additional warrants issued				5,000					5,000
Aggregate warrant issued to purchase common stock				10,000					10,000
Restricted stock issued in consideration							11	11
Reduced exercise price of warrants			$ 500
Loss on extinguishment of debt				$ 171,622			$ 2,112

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Convertible Notes Payable

6 Months Ended

Sep. 30, 2013

Convertible Notes Payable [Abstract]

Convertible Notes Payable

Note 4.            Convertible Notes Payable:

All convertible notes payable are recorded at fair value as prescribed by the FASB Accounting Standards Codification (see Note 8 for more details).  Convertible debt carrying values consist of the following:

			Fair Value Amounts
	Original Face Value Plus Allonges		September 30, 2013 (unaudited)			March 31, 2013
$	6,042,271	Convertible Note Financing due February 21, 2015 (a), (1)	$	5,453,632		$	5,310,290
	250,000	Convertible Note Financing due December 31, 2014 (b), (2)		250,000			100,000
	37,000	Convertible Note Financing due June 7, 2014 (c), (3)		37,000			-
		Less discount on convertible notes (4)		(4,214,531	)		(4,679,689	)
$	6,329,271	Total convertible notes payable	$	1,526,101		$	730,601

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

(2) Monthly retainer fee of $25,000 face value for December, 2012 through September, 2013 (total of $250, 000)

(3) Retainer fee of $37,000 face value issued June 7, 2013

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

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

(a) February 21, 2013 Consolidated Convertible Notes

On February 21, 2013, all previous convertible notes payable with outstanding balances totaling $5,020,944 were surrendered by the debt holders to the Company through exchange agreements whereas the Company issued one consolidated note to each debt holder for the total outstanding convertible note amounts. In addition and on the same date, all outstanding Class A warrants associated with these convertible note payables totaling 425,003 (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 364 (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 $10.00 (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 $588,156 in principal and $147,639 in accrued interest were converted into shares of common stock from February 21, 2013 through September 30, 2013.  In addition, six allonges (allonge #8 for $71,500 dated April 11, 2013, allonge #9 for $88,000 dated June 5, 2013, allonge #10 for $88,000 dated June 21, 2013, allonge #11 for $82,500 dated July 23, 2013, allonge #12 for $110,000 dated August 8, 2013 and allonge #13 for $110,000 dated September 18, 2013) were added into these consolidated notes.

Southridge Partners II LP purchased from another debt- holder $100,000 on April 9, 2013 and another $100,000 on June 5, 2013 from these February 21, 2013 notes. These new replacement notes contain the same terms as in the February 21, 2013 consolidated convertible notes.  No conversions have been made on these notes.

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

We issue each month a convertible note for $25,000 to SC Advisors as part of their consulting fees. Previously issued convertible notes from August, 2012 through November, 2012 were consolidated in the above February 21, 2013 convertible note (Note 4 (a)).  From December, 2012 through September, 2013, we issued $25,000 monthly convertible notes for a total of $250,000 as all of these notes have a maturity date of December 31, 2014.  The notes can be converted into shares of Common Stock after six months of holding at a conversion price to equal the current market price multiplied by eighty percent (80%).  Current market price means the average of the closing bid prices for the common stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. No conversions have been made on these notes.

(c)  June 7, 2013 Convertible Note

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

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Convertible Notes Payable (Details Textual 2) (USD $)	6 Months Ended	10 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Monthly $25,000 Retainer Fee Convertible Notes [Member]
Convertible Notes Payable (Textual)
Consulting fees	$ 25,000
Maturity date		Dec. 31, 2014
Cash proceeds from issuance of convertible notes payable		25,000
Total convertible note issued		250,000
Convertible note conversion into common stock, description		The notes can be converted into shares of Common Stock after six months of holding at a conversion price to equal the current market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for the common stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. No conversions have been made on these notes.
June 7, 2013 Convertible Note [Member]
Convertible Notes Payable (Textual)
Maturity date	Jun. 07, 2014
Cash proceeds from issuance of convertible notes payable	$ 37,000
Convertible note conversion into common stock, description	The note maybe converted into shares of common stock after a six month holding period at a conversion price to equal the current market price multiplied by eighty percent (80%). Current market price means the average of the closing bid prices for the common stock for the five (5) trading days ending on the trading day immediately before the relevant conversion date. No conversions have been made on these notes.

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Convertible Notes Payable (Details Textual 1) (USD $)	6 Months Ended		0 Months Ended	6 Months Ended			6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Feb. 21, 2013 February 21, 2013 Consolidated Convertible Notes [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member]	Jun. 05, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Southridge Partners II LP [Member]	Apr. 09, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Southridge Partners II LP [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Allonge 8 [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Allonge 9 [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Allonge 10 [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Allonge 11 [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Allonge 12 [Member]	Sep. 30, 2013 February 21, 2013 Consolidated Convertible Notes [Member] Allonge 13 [Member]
Convertible Notes Payable (Textual)
Convertible note, maturity date			Feb. 21, 2015
Interest percentage of convertible notes			4.00%
Conversions of principal amount into common stock			$ 588,156
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 after reverse stock split			425,003
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 converted into common stock			147,639
Date of Allonge							Apr. 11, 2013	Jun. 05, 2013	Jun. 21, 2013	Jul. 23, 2013	Aug. 08, 2013	Sep. 18, 2013
Proceeds from Convertible Debt	550,000	75,000					71,500	88,000	88,000	82,500	110,000	110,000
Purchase of note from debt holder					$ 100,000	$ 100,000
Convertible debt instrument, interest rate terms			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 $10.00 (after reverse stock split).

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Non-convertible Notes payable (Details) (Non-convertible notes payable [Member], USD $)	0 Months Ended		6 Months Ended	12 Months Ended
	Oct. 12, 2012	Jan. 26, 2011	Sep. 30, 2013	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		75,762		34,000
Remaining amount of promissory note				10,250
Monthly payment of promissory note due amount				4,250
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%
Percentage of current interest rate as per law		15.00%
Convertible note payable	$ 20,000

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Derivative Liabilities (Details) (USD $)	Sep. 30, 2013
Derivatives, Fair Value [Line Items]
Conversion feature liability	$ 1,623,816
Quoted prices in active markets (Level 1) [Member]
Derivatives, Fair Value [Line Items]
Conversion feature liability
Significant other observable inputs (Level 2) [Member]
Derivatives, Fair Value [Line Items]
Conversion feature liability
Significant unobservable inputs (Level 3) [Member]
Derivatives, Fair Value [Line Items]
Conversion feature liability	$ 1,623,816

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Short-Term Bridge Loans

6 Months Ended

Sep. 30, 2013

Short-Term Bridge Loans [Abstract]

Short-term Bridge Loans:

Note 3.            Short-term Bridge Loans:

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

	September 30, 2013		March 31, 2013
	(Unaudited)
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 shares of our common stock and (ii) additional warrants to purchase 5,000 shares of our common stock, representing an aggregate 10,000 shares (before any reverse stock splits) as the exercise date for these warrants has now expired.

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

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

The modifications resulted in a loss on extinguishment of $171,622 in accordance with the Financial Accounting Standards Codification. On December 15, 2008, 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 12 warrants granted on January 27, 2009 have expired. The exercise price of the 12 warrants was reduced again to $500.00 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 shares of our common stock  and (ii) additional warrants to purchase 5,000 shares of our common stock, representing an aggregate of 10,000 shares (before any reverse stock splits) as the exercise dates for these warrants have now expired.  The due date of the loan was extended to December 15, 2008 with 11 restricted shares of common stock issued as consideration. On December 15, 2008, 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. 

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 11 shares of our common stock and 11 shares of restricted common stock as consideration for the extension.   We recorded a loss on extinguishment of debt of $2,112 in accordance with the FASB Accounting Standards Codification. As of December 31, 2012, this note was considered in default for non-payment.  The debt holder is a board director and will extend the note once we locate the debt holder of the above April 14, 2008 debt.

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

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Stockholders' Deficit (Details) (USD $)	6 Months Ended
	Sep. 30, 2013
Schedule of outstanding warrants
Granted, Shares	38,800
Reverse Stock Splits, Restated [Member]
Schedule of outstanding warrants
Granted, Shares	78
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
January, 2011 Debt Extension [Member]
Schedule of outstanding warrants
Grant Date	Jan. 11, 2011
Expiration Date	Jan. 10, 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

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Condensed Consolidated Balance Sheet (USD $)	Sep. 30, 2013		Mar. 31, 2013
CURRENT ASSETS:
Cash and cash equivalents	$ 5,352		$ 7,415
Accounts receivable less allowance for doubtful accounts of $13,215 and $16,007 at September 30, 2013 and March 31, 2013, respectively	39,360		27,092
Inventories	116,856		101,721
Prepaid expenses	10,596		25,110
TOTAL CURRENT ASSETS	172,164		161,338
FIXED ASSETS, NET	29,060		28,858
OTHER ASSETS:
Trademarks, net	4,527		4,786
Deposits and other	5,896		5,896
TOTAL OTHER ASSETS	10,423		10,682
TOTAL ASSETS	211,647		200,878
CURRENT LIABILITIES:
Accounts payable	1,615,568		1,632,378
Accrued liabilities	5,298,123		5,008,571
Derivative liabilities	1,623,816		5,232,150
Short-term bridge loans payable	115,000		115,000
Convertible notes payable	37,000		100,000
Non-convertible notes payable	316,012		316,012
Loans payable to related parties	21,463		21,463
TOTAL CURRENT LIABILITIES	9,026,982		12,425,574
NON-CURRENT NOTES PAYABLE
Convertible notes payable	5,703,632		5,310,290
Less: Discount on convertible notes payable	(4,214,531)	[1]	(4,679,689)	[1]
CONVERTIBLE NOTES PAYABLE - NET OF CURRENT PORTION	1,489,101		630,601
STOCKHOLDERS' (DEFICIT):
Series A and A-1 convertible preferred stock par value $0.00001 per share, 20,000,000 shares authorized, 9,000,051 shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively	90		90
Common stock, par value $0.00001, 20,000,000,000 shares authorized and 107,849,650 and 18,414,546 shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively	1,078		184
Additional paid-in capital	19,315,234		18,686,258
Deficit accumulated	(29,620,838)		(31,541,829)
TOTAL STOCKHOLDERS' (DEFICIT)	(10,304,436)		(12,855,297)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 211,647		$ 200,878

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

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Organization, Basis of Presentation and Significant Accounting Policies

6 Months Ended

Sep. 30, 2013

Organization, Basis of Presentation and Significant Accounting Policies [Abstract]

Organization, Basis of Presentation and Significant Accounting Policies

Note 1.            Organization, Basis of Presentation and Significant Accounting Policies

(a)           Organization:

Attitude Drinks Incorporated and subsidiary (“the Company”) is engaged in the development and sale of functional beverages, primarily in the United States. Attitude Drinks Incorporated (“Attitude” “We” or the “Company”) was formed in Delaware on May 10, 1988 under the name of International Sportfest, Inc., which later became Mason Hill Holdings, Inc. On September 19, 2007, the Company acquired Attitude Drink Company, Inc., a Delaware corporation (“ADCI”), under an Agreement and Plan of Merger (“Merger Agreement”) among Mason Hill Holdings, Inc. (“MHHI”) and ADCI.

We implemented a 1-for-500 reverse stock split on July 1, 2013, and we have restated all applicable financial data for this reverse stock split for both September 30, 2013 and September 30, 2012.

(b)           Basis of Presentation/Going Concern:

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements of the Company contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2013 and 2012 and the results of its operations and cash flows for the six month periods ended September 30, 2013 and 2012.  The significant accounting policies followed by the Company are set forth in Note 3 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2013, which is incorporated herein by reference.  Specific reference is made to that report for a description of the Company’s securities and the notes to consolidated financial statements included therein.  The accompanying unaudited interim financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP").

The results of operations for the six month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year.

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.

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company had insignificant revenues for the six month period ended September 30, 2013, a working capital deficit of $8,854,818 as of September 30, 2013 and has incurred losses to date resulting in an accumulated deficit of $29,620,838, including derivative income and expense. These factors create substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and pay its liabilities when they come due.  Management’s plan includes obtaining additional funds by debt and/or equity financings; however, there is no assurance of additional funding being available.

(c)           Inventories:

Inventories, as estimated by management, currently consist of finished goods and are stated at the lower of cost on the first in, first-out method or market.  The inventory is comprised of the following:

	September 30, 2013		March 31, 2013
	(unaudited)
Finished goods	$	116,856	$	101,721
Total inventories	$	116,856	$	101,721

(d)           Prepaid expenses:

Prepaid expenses of $10,596 consist mainly of prepaid insurance of $6,936 and other small prepaid expenses of $3,660.

(e)           Trademarks:

Trademarks consist of costs associated with the acquisition and development of certain trademarks.  Trademarks, when acquired, will be amortized using the straight-line method over 15 years.  Amortization of trademarks for the six months ended September 30, 2013 was $259.

(f)            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 and convertible debt  that we have concluded that some of these items are 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. Fair value represents the price at which the property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as debt financing arrangements 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. At February 21, 2013, the Company consolidated all previous outstanding notes into a new consolidated note per debt holder as well as exchanged all applicable warrants through the issuance of new convertible notes. The language of the new convertible notes payable was changed which, based on input from an outside new valuation firm, required a new accounting treatment in which the embedded derivatives are separated from the debt host and recorded as derivative liabilities at fair value. These derivative liabilities will need to be marked-to market each quarter with the change in fair value recorded in the profit/loss statement. We used a lattice model that values the convertible notes based on a probability weighted scenario model and future projections of the various potential outcomes.  In sum, all embedded derivatives were bundled and valued as a single, compound embedded derivative, bifurcated from the debt host and treated as a liability.

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

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

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

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

All cash and cash equivalents are considered Level 1 measurements for all periods presented. We do not have any financial instruments classified as Level 2. We have recorded a conversion feature liability in regards to a convertible note issued for the period ended June 30, 2013, which is Level 3 and further described below in note 4.

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

(g)           (Loss)/Income Per Common Share:

The basic (loss)/income per common share is computed by dividing the (loss)/income 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, but diluted income 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 six months ended September 30, 2013, potential common shares based on market price and applicable discounts arising from the Company’s stock warrants, stock options and convertible debt and preferred stock amounting to 3,179,274,722 weighted average common shares were included in the computation of diluted income per share.

(h)           Recent Accounting Pronouncements Applicable to 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 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.

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Organization, Basis of Presentation and Significant Accounting Policies (Details Textual) (USD $)	6 Months Ended
	Sep. 30, 2013	Mar. 31, 2013
Organization, Basis of Presentation and Significant Accounting Policies [Abstract]
Reverse stock split ratio	1-for-500
Working capital deficit	$ 8,854,818
Deficit accumulated	29,620,838	31,541,829
Prepaid expenses	10,596	25,110
Prepaid Insurance	6,936
Other prepaid expenses	3,660
Potential common shares arising from stock warrants, stock options, convertible debt and preferred stock	3,179,274,722
Amortization expenses of Trademarks	$ 259
Amortization period of Trademark	15 years

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Short-Term Bridge Loans (Details) (USD $)					6 Months Ended
	Sep. 30, 2013	Mar. 31, 2013	Sep. 30, 2013 April 14, 2008 [Member]	Mar. 31, 2013 April 14, 2008 [Member]	Sep. 30, 2013 April 14, 2008 [Member] Transaction date [Member]	Sep. 30, 2013 April 14, 2008 [Member] Transaction date one [Member]	Sep. 30, 2013 April 14, 2008 [Member] Transaction date two [Member]	Sep. 30, 2013 August 5, 2008 [Member]	Mar. 31, 2013 August 5, 2008 [Member]
Summary of short-term bridge loan balances
Short-term bridge loans payable	$ 115,000	$ 115,000	$ 60,000	$ 60,000				$ 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 5 shares of common stock (warrants have expired)	6,000/12 (before and after reverse stock split) shares of restricted stock	1) Warrants indexed to 12 shares of common stock 2) 12 shares of restricted stock

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Accrued Liabilities

6 Months Ended

Sep. 30, 2013

Accrued Liabilities. [Abstract]

Accrued Liabilities:

Note 2.            Accrued Liabilities:

Accrued liabilities consist of the following:

	September 30, 2013		March 31, 2013
	(unaudited)
Accrued payroll and related taxes	$	3,068,757	$	2,770,580
Accrued marketing program costs		580,000		580,000
Accrued professional fees		78,733		74,950
Accrued interest		1,258,623		1,221,671
Accrued board of directors' fees		188,792		170,792
Other expenses		123,218		190,578
Total	$	5,298,123	$	5,008,571

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Condensed Consolidated Balance Sheet (Parenthetical) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Balance Sheet [Abstract]
Allowance for doubtful accounts related to accounts receivable	$ 13,215	$ 16,007
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	9,000,051
Series A convertible, preferred stock, shares outstanding	9,000,051	9,000,051
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	20,000,000,000	20,000,000,000
Common stock, shares issued	107,849,650	18,414,546
Common stock, shares outstanding	107,849,650	18,414,546

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Short-Term Bridge Loans (Tables)

6 Months Ended

Sep. 30, 2013

Short-Term Bridge Loans [Abstract]

Summary of short-term bridge loan balances

	September 30, 2013		March 31, 2013
	(Unaudited)
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 5 shares of common stock (warrants have expired)
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 12 shares of common stock 2) 12 shares of restricted stock

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Document and Entity Information	6 Months Ended
	Sep. 30, 2013	Mar. 14, 2014
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-Q
Document Period End Date	Sep. 30, 2013
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		181,714,134

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Convertible Notes Payable (Tables)

6 Months Ended

Sep. 30, 2013

Convertible Notes Payable [Abstract]

Components of convertible notes payable

			Fair Value Amounts
	Original Face Value Plus Allonges		September 30, 2013 (unaudited)			March 31, 2013
$	6,042,271	Convertible Note Financing due February 21, 2015 (a), (1)	$	5,453,632		$	5,310,290
	250,000	Convertible Note Financing due December 31, 2014 (b), (2)		250,000			100,000
	37,000	Convertible Note Financing due June 7, 2014 (c), (3)		37,000			-
		Less discount on convertible notes (4)		(4,214,531	)		(4,679,689	)
$	6,329,271	Total convertible notes payable	$	1,526,101		$	730,601

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

(2) Monthly retainer fee of $25,000 face value for December, 2012 through September, 2013 (total of $250, 000)

(3) Retainer fee of $37,000 face value issued June 7, 2013

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

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Condensed Consolidated Statement of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
REVENUES:
Net revenues	$ 69,991	$ 120,190	$ 145,191	$ 230,424
Product and shipping costs	(55,373)	(113,898)	(118,804)	(205,771)
GROSS PROFIT	14,618	6,292	26,387	24,653
OPERATING EXPENSES:
Salaries, taxes and employee benefits	253,456	669,541	521,222	867,529
Marketing and promotion	25,882	(14,905)	22,557	172,271
Consulting fees	77,000	52,000	159,500	52,111
Professional and legal fees	66,220	103,590	103,534	119,647
Travel and entertainment	7,160	15,964	13,132	35,248
Product development costs			3,780
Stock compensation expense	26,997	99,000	26,997	99,504
Other operating expenses	62,711	44,232	114,685	154,141
Total Operating Expenses	519,426	969,422	965,407	1,500,451
LOSS FROM OPERATIONS	(504,808)	(963,130)	(939,020)	(1,475,798)
OTHER INCOME (EXPENSE):
Derivative income (expense)		(18,761)		247,119
Interest and other financing costs	2,730,895	(3,006,822)	2,860,011	(2,477,488)
Total Other Income (Expense)	2,730,895	(3,025,583)	2,860,011	(2,230,369)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	2,226,087	(3,988,713)	1,920,991	(3,706,167)
Provision for income taxes
NET INCOME (LOSS)	$ 2,226,087	$ (3,988,713)	$ 1,920,991	$ (3,706,167)
Basic income (loss) per common share	$ 0.05	$ (1.55)	$ 0.05	$ (1.63)
Diluted income (loss) per common share		$ (1.55)		$ (1.63)
Weighted average common shares outstanding - basic	47,018,140	2,567,923	35,491,621	2,268,962
Weighted average common shares outstanding - diluted	3,226,292,862	2,567,923	3,214,766,343	2,268,962

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Stockholders' Deficit

6 Months Ended

Sep. 30, 2013

Stockholders' Deficit [Abstract]

Stockholders' Deficit:

Note 7.            Stockholders’ Deficit:

(a) Common Stock Warrants

As of September 30, 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
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800		$	1.00		54		$	500
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000		$	0.05		24		$	25
Total issued Class A warrants				38,800					78

            (b) Common Stock Issued During the Six Months Ended September 30, 2013:

At September 30, 2013, we had issued and outstanding 107,849,650 (after reverse stock split) shares of common stock of which 30,570 (after reverse stock split) shares are owned by our officers and independent board directors.  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.

All issued shares and conversion rates are reflected at the values after the reverse stock split.

On April 3, 2013, we issued 300,000 shares of common stock pursuant to a conversion for $11,250 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 4, 2013, we issued 438,400 shares of common stock pursuant to a conversion for $16,440 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 4, 2013, we issued 1,166,667 shares of common stock pursuant to a conversion for $43,750 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 9, 2013, we issued 400,000 shares of common stock pursuant to a conversion for $15,000 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 9, 2013, we issued 179,093 shares of common stock pursuant to a conversion for $6,716 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 10, 2013, we issued 439,067 shares of common stock pursuant to a conversion for $16,465 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 11, 2013, we issued 320,000 shares of common stock pursuant to a conversion for $12,000 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 15, 2013, we issued 400,000 shares of common stock pursuant to a conversion for $15,000 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 16, 2013, we issued 1,273,333 shares of common stock pursuant to a conversion for $47,750 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 22, 2013, we issued 124,867 shares of common stock pursuant to a conversion for $4,675 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 22, 2013, we issued 400,000 shares of common stock pursuant to a conversion for $15,000 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 29, 2013, we issued 500,000 shares of common stock pursuant to a conversion for $18,750 accrued interest of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On April 30, 2013, we issued 320,000 shares of common stock pursuant to a conversion for $12,000 of February, 2013 consolidated convertible notes at a conversion price of $.0375.

On July 2, 2013, we issued 1,918,462 shares of common stock pursuant to a conversion for $62,350 of February, 2013 consolidated convertible notes at a conversion price of $.0325.

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

On July 15, 2013, we issued 609,756 shares of common stock pursuant to a conversion for $10,000 of February, 2013 consolidated convertible notes at a conversion price of $.0164.

On July 23, 2013, we issued 1,353,000 shares of common stock pursuant to a conversion for $5,412 of accrued interest at a conversion price of $.004.

On July 29, 2013, we issued 2,686,667 shares of common stock pursuant to a conversion for $10,075 of February, 2013 consolidated convertible notes at a conversion price of $.00375.

On August 5, 2013, we issued 2,352,941 shares of common stock pursuant to a conversion for $10,000 of February, 2013 consolidated convertible notes at a conversion price of $.00425.

On August 16, 2013, we issued 1,183,908 shares of common stock pursuant to a conversion for $2,575 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 16, 2013, we issued 1,498.851 shares of common stock pursuant to a conversion for $3,260 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 19, 2013, we issued 2,000,000 shares of common stock pursuant to a conversion for $4,350 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 19, 2013, we issued 1,500,000 shares of common stock pursuant to a conversion for $3,300 of February, 2013 consolidated convertible notes at a conversion price of $.0022.

On August 21, 2013, we issued 1,702,529 shares of common stock pursuant to a conversion for $3,703 of accrued interest at a conversion price of $.002175.

On August 22, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $6,525 of February, 2013 consolidated convertible notes at a conversion price of $.002175.

On August 22, 2013, we issued 1,818,182 shares of common stock pursuant to a conversion for $4,000 of February, 2013 consolidated convertible notes at a conversion price of $.0022.

On August 28, 2013, we issued 1,818,182 shares of common stock pursuant to a conversion for $4,000 of February, 2013 consolidated convertible notes at a conversion price of $.0022.

On September 6, 2013, we issued 4,256,098 shares of common stock pursuant to a conversion for $8,725 of February, 2013 consolidated convertible notes at a conversion price of $.00205.

On September 11, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,250 of February, 2013 consolidated convertible notes at a conversion price of $.0021.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $5,850 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 12, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 13, 2013, we issued 4,256,410 shares of common stock pursuant to a conversion for $8,300 of February, 2013 consolidated convertible notes at a conversion price of $.00195.

On September 13, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $6,300 of February, 2013 consolidated convertible notes at a conversion price of $.0021.

On September 14, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $6,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 17, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $5,000 of February, 2013 consolidated convertible notes at a conversion price of $.002.

On September 18, 2013, we issued 2,500,000 shares of common stock pursuant to a conversion for $4,750 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 20, 2013, we issued 3,286,842 shares of common stock pursuant to a conversion for $6,245 of accrued interest at a conversion price of $.0019.

On September 23, 2013, we issued 2,600,000 shares of common stock pursuant to a conversion for $4,940 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 24, 2013, we issued 2,481,579 shares of common stock pursuant to a conversion for $4,715 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 24, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $5,700 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 24, 2013, we issued 4,326,316 shares of common stock pursuant to a conversion for $8,220 of February, 2013 consolidated convertible notes at a conversion price of $.0019.

On September 30, 2013, we issued 8,500,000 shares of common stock pursuant to a conversion for $15,300 of February, 2013 consolidated convertible notes at a conversion price of $.0018.

(c) Options Issued During the Six Months Ended September 30,2013:

On September 16, 2013, we issued a total of 10,000,000 non-qualified stock options with an expiration date of September 16, 2018.  All options are fully vested with an exercise price of $.004. We recorded an expense of $26,997 for the fully vested value using a Black Scholes value of $.002762815 per option.

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Derivative Liabilities

6 Months Ended

Sep. 30, 2013

Derivative Liabilities [Abstract]

Derivative Liabilities

Note 6.            Derivative Liabilities:

Fair Value Measurement

Valuation Hierarchy

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

The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2013:

		Fair Value Measurement at September 30, 2013
					Significant
Total			Quoted		Other		Significant
Carrying			Prices in		Observable		Unobservable
Value at			Active Markets		Inputs		Inputs
September 30, 2013			(Level 1)		(Level 2)		(Level 3)
$	1,623,816	$	-	$	-	$	1,623,816

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

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

Level 3 Valuation Techniques

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

As of September 30, 2013, there were no transfers in or out of level 3 from other levels in the fair value hierarchy. Starting with the new consolidated convertible notes payable as of February 21, 2013, we used a new lattice valuation model which required the embedded derivatives to be bundled and valued as a single compound embedded derivative, bifurcated from the debt host and treated as a liability at fair value.

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Accrued Liabilities (Details) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Schedule of accrued liabilities
Accrued payroll and related taxes	$ 3,068,757	$ 2,770,580
Accrued marketing program costs	580,000	580,000
Accrued professional fees	78,733	74,950
Accrued interest	1,258,623	1,221,671
Accrued board of directors' fees	188,792	170,792
Other expenses	123,218	190,578
Total	$ 5,298,123	$ 5,008,571

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Derivative Liabilities (Tables)

6 Months Ended

Sep. 30, 2013

Derivative Liabilities [Abstract]

Schedule of liabilities carried at fair value measured on recurring basis

		Fair Value Measurement at September 30, 2013
					Significant
Total			Quoted		Other		Significant
Carrying			Prices in		Observable		Unobservable
Value at			Active Markets		Inputs		Inputs
September 30, 2013			(Level 1)		(Level 2)		(Level 3)
$	1,623,816	$	-	$	-	$	1,623,816

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Organization, Basis of Presentation and Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2013

Organization, Basis of Presentation and Significant Accounting Policies [Abstract]

Schedule of components of inventories

	September 30, 2013		March 31, 2013
	(unaudited)
Finished goods	$	116,856	$	101,721
Total inventories	$	116,856	$	101,721

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Subsequent Events

6 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

Note 8.          Subsequent Events:

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

On October 3, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $4,800 of February, 2013 consolidated convertible notes at a conversion price of $.0016.

On October 9, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $3,600 of February, 2013 consolidated convertible notes at a conversion price of $.0012.

On October 10, 2013, we issued 3,000,000 shares of common stock pursuant to a conversion for $3,600 of February, 2013 consolidated convertible notes at a conversion price of $.0012.

On October 14, 2013, we issued 9,150,000 shares of common stock pursuant to a conversion for $9,150 of February, 2013 consolidated convertible notes at a conversion price of $.001.

On October 17, 2013, we issued 5,000,000 shares of common stock pursuant to a conversion for $4,500 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On October 28, 2013, we entered into an allonge number 14 to a secured note issued February 22, 2013 in the amount of $55,000  less a finder’s fee of $5,000 for net proceeds in the amount of $50,000.

On October 29, 2013, we issued 8,000,000 shares of common stock pursuant to a conversion for $7,200 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

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

On November 1, 2013, we issued 5,000,000 shares of common stock pursuant to a conversion for $4,500 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 5,000,000 shares of common stock pursuant to a conversion for $4,500 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 11,777,778 shares of common stock pursuant to a conversion for $10,600 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 6,935,556 shares of common stock pursuant to a conversion for $6,242 of accrued interest from February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 6, 2013, we issued 8,000,000 shares of common stock pursuant to a conversion for $7,200 of February, 2013 consolidated convertible notes at a conversion price of $.0009.

On November 13, 2013, we issued 6,000,000 shares of common stock pursuant to a conversion for $4,800 of February, 2013 consolidated convertible notes at a conversion price of $.0008.

On November 15, 2013, we entered into an allonge number 15 to a secured note issued February 22, 2013 in the amount of $55,000  less a finder’s fee of $5,000 for net proceeds in the amount of $50,000.

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

Between December 23 and December 24, 2013, we received a total of $45,505 from four debt holder groups as promissory notes with a maturity date of December 31, 2014 with no stated interest rates.

On January 1, 2014, we issued a convertible note to SC Advisors, Inc. for $25,000 for their October, 2013 consulting services.

On February 1, 2014, we issued a convertible note to SC Advisors, Inc. for $25,000 for their October, 2013 consulting services.

On February 11, 2014, we entered into an allonge number 16 to a secured note issued February 22, 2013 in the amount of $55,000  less a finder’s fee of $5,000 for net proceeds in the amount of $50,000.

On March 1, 2014, we issued a convertible note to SC Advisors, Inc. for $25,000 for their October, 2013 consulting services.

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Organization, Basis of Presentation and Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2013

Organization, Basis of Presentation and Significant Accounting Policies [Abstract]

Organization

(a)           Organization:

Attitude Drinks Incorporated and subsidiary (“the Company”) is engaged in the development and sale of functional beverages, primarily in the United States. Attitude Drinks Incorporated (“Attitude” “We” or the “Company”) was formed in Delaware on May 10, 1988 under the name of International Sportfest, Inc., which later became Mason Hill Holdings, Inc. On September 19, 2007, the Company acquired Attitude Drink Company, Inc., a Delaware corporation (“ADCI”), under an Agreement and Plan of Merger (“Merger Agreement”) among Mason Hill Holdings, Inc. (“MHHI”) and ADCI.

We implemented a 1-for-500 reverse stock split on July 1, 2013, and we have restated all applicable financial data for this reverse stock split for both September 30, 2013 and September 30, 2012.

Basis of Presentation/Going Concern

b)           Basis of Presentation/Going Concern:

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements of the Company contain all adjustments necessary to present fairly the Company’s financial position as of September 30, 2013 and 2012 and the results of its operations and cash flows for the six month periods ended September 30, 2013 and 2012.  The significant accounting policies followed by the Company are set forth in Note 3 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2013, which is incorporated herein by reference.  Specific reference is made to that report for a description of the Company’s securities and the notes to consolidated financial statements included therein.  The accompanying unaudited interim financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America ("U.S. GAAP").

The results of operations for the six month period ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year.

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.

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company had insignificant revenues for the six month period ended September 30, 2013, a working capital deficit of $8,854,818 as of September 30, 2013 and has incurred losses to date resulting in an accumulated deficit of $29,620,838, including derivative income and expense. These factors create substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and pay its liabilities when they come due.  Management’s plan includes obtaining additional funds by debt and/or equity financings; however, there is no assurance of additional funding being available.

Inventories

(c)           Inventories:

Inventories, as estimated by management, currently consist of finished goods and are stated at the lower of cost on the first in, first-out method or market.  The inventory is comprised of the following:

	September 30, 2013		March 31, 2013
	(unaudited)
Finished goods	$	116,856	$	101,721
Total inventories	$	116,856	$	101,721

Prepaid expenses

d)           Prepaid expenses:

Prepaid expenses of $10,596 consist mainly of prepaid insurance of $6,936 and other small prepaid expenses of $3,660.

Trademarks

e)           Trademarks:

Trademarks consist of costs associated with the acquisition and development of certain trademarks.  Trademarks, when acquired, will be amortized using the straight-line method over 15 years.  Amortization of trademarks for the six months ended September 30, 2013 was $259.

Financial Instruments

(f)            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 and convertible debt  that we have concluded that some of these items are 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. Fair value represents the price at which the property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller acting at arm’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts.

We generally do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we have entered into certain other financial instruments and contracts, such as debt financing arrangements 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. At February 21, 2013, the Company consolidated all previous outstanding notes into a new consolidated note per debt holder as well as exchanged all applicable warrants through the issuance of new convertible notes. The language of the new convertible notes payable was changed which, based on input from an outside new valuation firm, required a new accounting treatment in which the embedded derivatives are separated from the debt host and recorded as derivative liabilities at fair value. These derivative liabilities will need to be marked-to market each quarter with the change in fair value recorded in the profit/loss statement. We used a lattice model that values the convertible notes based on a probability weighted scenario model and future projections of the various potential outcomes.  In sum, all embedded derivatives were bundled and valued as a single, compound embedded derivative, bifurcated from the debt host and treated as a liability.

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

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

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

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

All cash and cash equivalents are considered Level 1 measurements for all periods presented. We do not have any financial instruments classified as Level 2. We have recorded a conversion feature liability in regards to a convertible note issued for the period ended June 30, 2013, which is Level 3 and further described below in note 4.

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

(Loss)/Income Per Common Share

(g)           (Loss)/Income Per Common Share:

The basic (loss)/income per common share is computed by dividing the (loss)/income 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, but diluted income 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 six months ended September 30, 2013, potential common shares based on market price and applicable discounts arising from the Company’s stock warrants, stock options and convertible debt and preferred stock amounting to 3,179,274,722 weighted average common shares were included in the computation of diluted income per share.

Recent Accounting Pronouncements Applicable to the Company

(h)           Recent Accounting Pronouncements Applicable to 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 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.

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Accrued Liabilities (Tables)

6 Months Ended

Sep. 30, 2013

Accrued Liabilities. [Abstract]

Schedule of accrued liabilities

	September 30, 2013		March 31, 2013
	(unaudited)
Accrued payroll and related taxes	$	3,068,757	$	2,770,580
Accrued marketing program costs		580,000		580,000
Accrued professional fees		78,733		74,950
Accrued interest		1,258,623		1,221,671
Accrued board of directors' fees		188,792		170,792
Other expenses		123,218		190,578
Total	$	5,298,123	$	5,008,571

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Subsequent Events (Details) (Subsequent Event [Member], USD $)	6 Months Ended
	Sep. 30, 2013
October 1, 2013 [Member] | Sc Advisors Inc. [Member]
Subsequent Events (Textual)
Convertible note payable	$ 25,000
October 3, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Convertible note payable	4,800
Per share value of share issued upon conversion of notes	$ 0.0016
October 9, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Convertible note payable	3,600
Per share value of share issued upon conversion of notes	$ 0.0012
October 10, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	3,000,000
Convertible note payable	3,600
Per share value of share issued upon conversion of notes	$ 0.0012
October 14, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	9,150,000
Convertible note payable	9,150
Per share value of share issued upon conversion of notes	$ 0.001
October 17, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	5,000,000
Convertible note payable	4,500
Per share value of share issued upon conversion of notes	$ 0.0009
October 28, 2013 [Member] | Allonge 14 [Member]
Subsequent Events (Textual)
Original issuance date of convertible note	Feb. 22, 2013
Finder fees on secured notes issued	5,000
Proceeds from notes issued	50,000
Secured note issued	55,000
October 29, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	8,000,000
Convertible note payable	7,200
Per share value of share issued upon conversion of notes	$ 0.0009
November 1, 2013 [Member] | Sc Advisors Inc. [Member]
Subsequent Events (Textual)
Convertible note payable	25,000
November 1, 2013 one [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	5,000,000
Convertible note payable	4,500
Per share value of share issued upon conversion of notes	$ 0.0009
November 6, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	5,000,000
Convertible note payable	4,500
Per share value of share issued upon conversion of notes	$ 0.0009
November 6, 2013 one [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	11,777,778
Convertible note payable	10,600
Per share value of share issued upon conversion of notes	$ 0.0009
November 6, 2013 two [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	6,935,556
Per share value of share issued upon conversion of notes	$ 0.0009
Convertible note payable accrued interest original amount	6,242
November 6, 2013 three [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	8,000,000
Convertible note payable	7,200
Per share value of share issued upon conversion of notes	$ 0.0009
November 13, 2013 [Member]
Subsequent Events (Textual)
Common stock issued in pursuant to conversion of notes	6,000,000
Convertible note payable	4,800
Per share value of share issued upon conversion of notes	$ 0.0008
November 15, 2013 [Member] | Allonge 15 [Member]
Subsequent Events (Textual)
Original issuance date of convertible note	Feb. 22, 2013
Convertible note payable accrued interest original amount	55,000
Finder fees on secured notes issued	5,000
Proceeds from notes issued	50,000
December 1, 2013 [Member] | Sc Advisors Inc. [Member]
Subsequent Events (Textual)
Convertible note payable	25,000
Between December 23 and December 24, 2013 [Member]
Subsequent Events (Textual)
Proceeds from notes issued	45,505
Extended maturity of notes	Dec. 31, 2014
January 1, 2014 [Member] | Sc Advisors Inc. [Member]
Subsequent Events (Textual)
Convertible note payable	25,000
February 1, 2014 [Member] | Sc Advisors Inc. [Member]
Subsequent Events (Textual)
Convertible note payable	25,000
February 11, 2014 [Member] | Allonge 16 [Member]
Subsequent Events (Textual)
Convertible note payable accrued interest original amount	55,000
Finder fees on secured notes issued	5,000
Proceeds from notes issued	50,000
March 1, 2014 [Member] | Sc Advisors Inc. [Member]
Subsequent Events (Textual)
Convertible note payable	$ 25,000

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Organization, Basis of Presentation and Significant Accounting Policies (Details) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Schedule of components of inventories
Finished goods	$ 116,856	$ 101,721
Total inventories	$ 116,856	$ 101,721

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Convertible Notes Payable (Details) (USD $)	Sep. 30, 2013		Mar. 31, 2013
Components of convertible notes payable
Less: Discount on convertible notes payable	$ (4,214,531)	[1]	$ (4,679,689)	[1]
Convertible notes payable	1,526,101		730,601
Original Face Value	6,329,271
Convertible Note Financing due February 21, 2015
Components of convertible notes payable
Convertible notes payable	5,453,632	[2]	5,310,290	[2]
Original Face Value	6,042,271
Convertible Note Financing due December 31, 2014
Components of convertible notes payable
Convertible notes payable	250,000	[3]	100,000	[3]
Original Face Value	250,000
Convertible Note Financing due June 7, 2014
Components of convertible notes payable
Convertible notes payable	37,000	[4]		[4]
Original Face Value	$ 37,000

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

[2] All previous convertible notes prior to February 21, 2013 were surrendered to the Company through a February 21, 2013 exchange agreement whereas the Company issued new face value consolidated notes per debt holder for a total amount of $5,020,944, $350,000 face value in new notes for the surrender of 425,003 (after reverse stock split) Class A warrants plus $121,327 in a new note for work rendered for this consolidated financing for a grand total of $5,492,271.

[3] Monthly retainer fee of $25,000 face value for December, 2012 through September, 2013 (total of $250, 000)

[4] Retainer fee of $37,000 face value issued June 7, 2013

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Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
CASH FLOWS (USED) IN OPERATING ACTIVITIES:
Net (loss)/income	$ 1,920,991	$ (3,706,167)
Adjustment to reconcile net (loss)/income to net cash used in operating activities:
Depreciation and amortization	3,969	3,868
Compensatory stock and warrants	26,997	99,504
Finance costs incurred through issuance of convertible notes		175,000
Issuance of convertible notes for past due services	187,000
Bad debt expense	(2,792)	(817)
Derivative expense/(income)		(247,119)
Fair value adjustment of convertible notes	(3,674,948)	2,016,756
Amortization of debt discount	637,967	202,154
Changes in operating assets and liabilities:
Accounts receivable	(9,476)	(25,466)
Prepaid expenses and other assets	(15,135)	489
Inventories	14,514	196,463
Deferred revenue		(7,661)
Accounts payable and accrued liabilities	412,760	848,994
Net cash (used) in operating activities	(498,153)	(444,002)
CASH FLOWS (USED) IN INVESTING ACTIVITIES:
Purchase of equipment	(3,910)
Net cash (used) in investing activities	(3,910)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from convertible notes payable	550,000	75,000
Proceeds from short-term bridge loans payable		240,000
Other costs of financing	(50,000)
Net cash provided by financing activities	500,000	315,000
NET (DECREASE) IN CASH AND CASH EQUIVALENTS	(2,063)	(129,002)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	7,415	132,120
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 5,352	$ 3,118

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Non-convertible Notes payable

6 Months Ended

Sep. 30, 2013

Non-convertible Notes payable [Abstract]

Non-convertible Notes payable

Note 5.            Non-convertible Notes payable:

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.

On January 26, 2011, we entered into a promissory note with our previous landlord in the principal amount of $75,762.  This amount was 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 resulting in an outstanding amount of $55,762.  The sold $20,000 note has since been fully converted into shares of common stock.

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Convertible Notes Payable (Details Textual) (USD $)	0 Months Ended		6 Months Ended	10 Months Ended
	Jun. 07, 2013	Feb. 21, 2013	Sep. 30, 2013	Sep. 30, 2013
Convertible Notes Payable (Textual)
New note issued for work rendered		$ 121,327
New convertible notes		5,492,271
Monthly retainer fee amount issued as a convertible note	37,000			25,000
Aggregate retainer fee			250,000
First Exchange Agreement [Member]
Convertible Notes Payable (Textual)
Convertible note payables amount ready to convert their outstanding face value		5,020,944
Second Exchange Agreement [Member]
Convertible Notes Payable (Textual)
New note issued for surrender of class A warrants		$ 350,000
Class A Warrants surrendered for exchange of new convertible notes after reverse stock split		425,003

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Stockholders' Deficit (Tables)

6 Months Ended

Sep. 30, 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
January, 2009 Debt Extensions	1/27/2009	1/26/2014		26,800		$	1.00		54		$	500
January, 2011 Debt Extension	1/11/2011	1/10/2014		12,000		$	0.05		24		$	25
Total issued Class A warrants				38,800					78