In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events from February 1, 2013 through December 30, 2013, the date these amended and restated financial statements were available for issuance and has determined that it does not have any material subsequent events to disclose other than the matters disclosed below.

On January 4, 2013 the Company entered into an agreement to be the 2013 Title Sponsor of Texas vs. The Nation which was held on February 2, 2013 at Eagle Stadium in Allen, Texas. In consideration for its sponsorship, the Company has given Overtime Marketing SE, LLC the right to purchase 5,000,000 restricted shares of its common stock at a price per share equal to 125% of par value ($.001) to be paid in US currency at time of acquisition. The shares will be made available for sale upon the following schedule:

On February 27, 2013, the Company entered into a $335,000 convertible loan agreement. The agreement provides for a $35,000 original issue discount. The lender, at its discretion, may provide funds up to $300,000 to the Company. It provided $60,000 at the closing of the agreement. All loans under the agreement are payable in full one year after the funds are issued together with a prorated portion of the original issue discount. All amounts outstanding under the agreement become convertible, at the lender’s discretion, into shares of the Company’s common stock starting 180 days from the execution date of the agreement. The conversion rate per share is the lower of (i) $0.044 or (ii) 60% of the lowest trade price during the 25 trading days prior to a conversion notice. The lender has agreed that it will not execute any short trades and, at not time, will hold more than 4.9% of the Company’s outstanding common stock.

If the Company repays all amounts outstanding under the agreement within 90 days of the execution date, there will be no interest amounts due. If it does not pay all amounts due within 90 days of the execution date, it cannot make any other prepayments of the amounts outstanding without the consent of the lender. In addition, there will be a one-time interest charge of 12% of the amounts outstanding. The Company must also register all shares that are issuable under the agreement in any Registration Statement that it files with the SEC for any purpose.

On April 30, 2013, the Company sold an 18% Senior Convertible Debenture in the principal amount of $60,000 (the “Debenture”). The Debenture matures on April 30, 2014 and has an interest rate of 18% per annum payable monthly and on each conversion date. The conversion price of the Debenture is 65% of the average of the lowest three closing bid prices of the Common Stock for the twenty trading days immediately prior to the conversion date.

Upon an Event of Default (as defined in the Debenture), the outstanding principal amount of the Debenture plus accrued but unpaid interest, liquidated damages and other amounts owing on the Debenture through the date of the acceleration shall become at the Debenture holder’s election immediately due and payable in cash at the Mandatory Default Amount (as defined in the Debenture). Commencing five days after the occurrence of an Event of Default that results in the eventual acceleration of the Debenture, the interest rate on the Debenture shall accrue at an interest rate equal to the lesser of 22% per annum or the maximum rate permitted under applicable law.

In connection with the sale of the Debenture, on April 30, 2013 (the “Initial Exercise Date”) the Company issued the purchaser of the Debenture a warrant to purchase 3,726,708 shares of the Company’s common stock at an exercise price of $.03 per share (subject to adjustment as provided in the debenture). The Warrant is exercisable on a cashless basis (as provided in the Warrant) and as a result there is no assurance that any part of the Warrant will be exercised for cash. The warrant terminates three years from the Initial Exercise Date and on such date the Warrant shall be automatically exercised via cashless exercise. The fair market value of the warrant was $50,777 on the date of issuance.

The convertible notes payable issued on February 27, 2013 and April 30, 2013 contain a variable conversion feature (the Variable Conversion Feature) that gives rise to a derivative liability. We have measured this derivative at fair value and recognized the derivative value as a current liability and recorded the derivative value on our consolidated balance sheet. The Company recorded a derivative liability of $235,165 related to the Variable Conversion Feature.

The Company is negotiating with other potential funding sources, the proceeds from which, if received, would repay all amounts due under this agreement within 90 days of the execution date. If all amounts are repaid within the 90 day period, the agreement will be considered terminated and all convertibility features would no longer exist.

On October 14, 2013, the licensor in the Dethrone licensing agreement sent a notice of termination of this license agreement wherein it purposed to terminate this license agreement and demanded licensing fees of $475,000. The Company has asserted that the licensor has repudiated the license agreement and demanded damages of $850,000. This issue has not progressed passed this point and the Company is currently awaiting service of a complaint.

Additionally, the Company is involved in a dispute with Overtime Marketing, SE, LLC and Overtime Marketing, LLC (“Potential Plaintiffs”) with which it had signed an agreement for marketing services. Potential plaintiffs have sent Company a demand letter seeking payment in the amount of $4,814,500 arising from an alleged breach of a term sheet that provided for the Company to compensate plaintiffs with up to 5,000,000 shares of its restricted common stock in exchange for certain marketing services. Settlement negotiations with potential plaintiffs are in process and Company legal counsel is unable at this time to estimate any potential liability of the Company resulting from this dispute. The Company is currently awaiting service of a complaint. No liability has been accrued as a result of this dispute.

On October 10, 2013, the Company entered into a license agreement (“License Agreement”) with Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Licensor”), pursuant to which the Licensor granted an exclusive, non-sublicenseable and non-assignable right to the Company to use its trademarks and other intellectual properties (“Trademarks”) solely in connection with the development, manufacture, distribution, marketing and sale of sports performance drinks within the United States and Canada (the “License”) as well as a one-time right of first refusal to license other types of beverages. The Company’s rights under the License Agreement are contingent upon Licensor’s prior written approval of any sports performance drinks developed or proposed by the Company to contain any of the Trademarks (“Licensed Products”).

In consideration for the License, the Company shall pay ten percent (10%) of the net revenue generated by all sales and other transfers of the Licensed Products during the term of the License Agreement. Notwithstanding the foregoing, the Company shall pay the minimum royalties as set forth below:

		Minimum			Minimum
	Time Period:	Net Revenue			Quarterly Payments

(a)	Effective Date through 12/31/13	$	0.0			N/A
(b)	01/01/14 through 12/31/14	$	1,000,000.00		$	37,500.00
(c)	01/01/15 through 12/31/15	$	1,600,000.00	*	$	50,000.00
(d)	01/01/16 through 12/31/16	$	2,500,000.00	**	$	75,000.00

*** 2016 Minimum Net Revenue shall be the greater of 110% of the actual 2015 Net Revenue or $2,500,000.00. During any Extension Term and beyond 2016, the annual Minimum Net Revenue shall be at least 105% greater than the previous year.

In addition to the cash payment, the Company will also issue 5,437,603 shares of its common stock to the Licensor. During each quarter of the term of the Agreement, the Licensor shall have the option to convert a portion or all of the greater of the minimum quarterly payments or the actual earned royalties into shares of stock of the Company at an exercise price equal to the lesser of $0.03 per share or the VWAP for the ten (10) trading days prior to the end of the respective quarter during the term.

On August 26, 2013, the Company sold an 8% Convertible Note in the principal amount of $42,500 pursuant to a Securities Purchase Agreement. The note matures on May 21, 2014 and has an interest rate of 8% per annum until the note becomes due. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof. The note may be converted into common stock of the Company at any time beginning on the 180th day of the date of the note. However, the note shall not be converted if the conversion would result in beneficial ownership by the holder of the note and its affiliates to own more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the note holder upon with not less than 61 days’ prior notice to the Company. The conversion price is 58% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to the conversion date.

On October 1, 2013, the Company sold an 8% Convertible Note in the principal amount of $32,500 pursuant to a Securities Purchase Agreement. The note matures on June 19, 2014 and has an interest rate of 8% per annum until the note becomes due. Any amount of principal or interest on the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof. The note may be converted into common stock of the Company at any time beginning on the 180th day of the date of the note. However, the note shall not be converted if the conversion would result in beneficial ownership by the holder of the note and its affiliates to own more than 9.99% of the outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the note holder upon with not less than 61 days’ prior notice to the Company. The conversion price is 58% of the average of the lowest three closing bid prices of the Company’s common stock for the ten trading days immediately prior to the conversion date.