HJOE / Hangover Joe's Holding Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Hangover Joe's Holding Corporation
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DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1388132
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hangover Joe's Holding Corporation
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
October 31, 2016 15-12G/A

Hangover Joe's Holding FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Amendment No. 1 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRANT UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-52533 Hangover Joe's Holding Corporation Nine Music Squar

October 28, 2016 15-12G

Hangover Joe's Holding FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRANT UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-52533 Hangover Joe's Holding Corporation Nine Music Square South, Suite 2

March 31, 2015 NT 10-K

Hangover Joe's Holding NOTIFICATION OF LATE FILING

hjoent10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended December 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Re

March 23, 2015 SC 13G

HJOE / Hangover Joe's Holding Corporation / TANGIERS INVESTMENT GROUP, LLC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. ) * Hangover Joe’s Holding Corporation (Name of issuer) Common Stock. $0.001 value per share (Title of class of securities) 00439M102 (CUSIP number) March 17, 2015 (Date of Event Which Requires filing of this Statement) Check the appropriate box to designate

March 20, 2015 SC 13G

HJOE / Hangover Joe's Holding Corporation / MAGNA EQUITIES I, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 Hangover Joe’s Holding Corporation (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 41044B107 (CUSIP Number) March 18, 2015 (Date of

March 20, 2015 EX-99.1

Joint Filing Agreement

Exhibit 1 Joint Filing Agreement This Joint Filing Agreement, entered into and effective as of March 18, 2015, is made by and between Magna Asset Services, Ltd.

February 24, 2015 EX-4.1

SECURITIES PURCHASE AGREEMENT

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 2, 2015, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 111 Great Neck Road – Suite 216, G

February 24, 2015 EX-16.1

February 23, 2015

Exhibit 16.1 February 23, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Hangover Joe's Holding Corporation We have read the statements made by Hangover Joe's Holding Corporation in Item 4.01 of this Form 8-K regarding the change in auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements mad

February 24, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2015 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporatio

February 24, 2015 EX-4.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

February 24, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporation

February 24, 2015 EX-3.1

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or print copies of filed documents, visit www.sos.state.co.us E-Filed Colorado Secretary of State Date and Time: 02/23/2

Exhibit 3.1 Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or print copies of filed documents, visit www.sos.state.co.us E-Filed Colorado Secretary of State Date and Time: 02/23/2015 01:24 PM ID Number: 20051443531 Document number: 20151125306 Amount Paid: $25.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Amendment

January 5, 2015 DEF 14C

HJOE / Hangover Joe's Holding Corporation DEF 14C - - DEFINITIVE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [X] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HANGOVER JOE'S HOLDING CORP

December 12, 2014 PRE 14C

HJOE / Hangover Joe's Holding Corporation PRE 14C - - PRELIMINARY 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Definitive Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HANGOVER JOE'S HOLDING CORP

November 19, 2014 10-Q

Hangover Joe's Holding FORM 10-Q FOR THE PERIOD ENDED 9/30/2014 (Quarterly Report)

FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Commission file number: 000-52533 HANGOVER JOE?S HOLDING CORPORATION (Exact name of the registrant as specified in its charter) Colorado 20-8097439 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.

November 19, 2014 EX-4.35

West Coast Capital Consultants EB-5 FUNDING AGREEMENT

Exhibit 4.35 West Coast Capital Consultants EB-5 FUNDING AGREEMENT This EB-5 Funding Agreement (?Agreement?), effective as of 11,05,2014 (?Effective Date?) is entered into by and between Hangover Joe's Holding Corporation (herein referred to as the ?CLIENT PROJECT?) and West Coast Capital Consulting /Grant Galloway (herein referred to as the ?WCCC/GG?). WHEREAS, the CLIENT PROJECT desires to engag

November 14, 2014 NT 10-Q

HJOE / Hangover Joe's Holding Corporation NT 10-Q - -

NT 10-Q 1 hjoent10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended September 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tr

September 29, 2014 EX-4.2

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

September 29, 2014 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2014 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporatio

September 29, 2014 EX-4.4

10% CONVERTIBLE PROMISSORY NOTE HANGOVER JOE'S HOLDING CORPORATION

Exhibit 4.4 Note: September 3, 2014 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STAT

September 29, 2014 EX-4.3

NOTE PURCHASE AGREEMENT

Exhibit 4.3 NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the "Agreement") is made as of September 3, 2014 by and between Hangover Joe's Holding Corporation a Colorado corporation with principal offices at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company") and Tangiers Investment Group, LLC, a Delaware LLC with principal offices at 501 West Broadway, Suite 800, San Diego, C

September 29, 2014 EX-4.1

SECURITIES PURCHASE AGREEMENT

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 2, 2014 by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill, Suite 410, Great N

September 29, 2014 EX-99.1

Management of Hangover Joes Encouraged about Future in the Face of Stock Volatility

EXHIBIT 99.1 Management of Hangover Joes Encouraged about Future in the Face of Stock Volatility Again this year Hangover Joes (along with many companies) is facing significant pressure on its stock. Although we will discuss the reasons later in this letter, the first questions we think that need addressing are: 1) Where are we going, and 2) Do we have what we need, at least on a priority basis. O

August 19, 2014 EX-4.21

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.21 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

August 19, 2014 10-Q

Hangover Joe's Holding FORM 10-Q FOR THE PERIOD ENDED 6/30/2014 (Quarterly Report)

FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Commission file number: 000-52533 HANGOVER JOE'S HOLDING CORPORATION (Exact name of the registrant as specified in its charter) Colorado 20-8097439 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.

August 19, 2014 EX-4.20

SECURITIES PURCHASE AGREEMENT

Exhibit 4.20 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 25, 2014, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company"), and AUCTUS PRIVATE EQUITY FUND, LLC, a Massachusetts limited liability company, with its address at 101

August 19, 2014 EX-4.23

CONVERTIBLE PROMISSORY NOTE

Exhibit 4.23 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

August 19, 2014 EX-4.22

SECURITIES PURCHASE AGREEMENT

Exhibit 4.22 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 12, 2014, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the "Company"), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill, Suite 410, Great N

August 14, 2014 NT 10-Q

HJOE / Hangover Joe's Holding Corporation NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q

August 13, 2014 SC 13G/A

HJOE / Hangover Joe's Holding Corporation / ASHER ENTERPRISES INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* HANGOVER JOE’S HOLDING CORPORATION (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 00439M102 (CUSIP number) August 11, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

July 18, 2014 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2014 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporation) (

July 16, 2014 EX-4.3

HANGOVER JOES HOLDING CORPORATION 8% CONVERTIBLE REDEEMABLE NOTE DUE JULY 3, 2015 BACK END NOTE

Exhibit 4.3 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $52,500.00 HANGO

July 16, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2014 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporation) (C

July 16, 2014 EX-4.1

SECURITIES PURCHASE AGREEMENT

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of July 3, 2014, by and between Hangover Joes Holding Corporation, a Colorado corporation, with headquarters located at 9547 S. University #349 Highlands Ranch, CO 80126 (the "Company"), and LG Capital Funding, LLC., a New York Limited Liability Company, with its address at 1218 Union Street, S

July 16, 2014 EX-4.2

HANGOVER JOES HOLDING CORPORATION 8% CONVERTIBLE REDEEMABLE NOTE DUE JULY 3, 2015

Exhibit 4.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT") US $52,500

July 16, 2014 EX-4.4

LG CAPITAL FUNDING, LLC COLLATERALIZED SECURED PROMISSORY NOTE BACK END NOTE

Exhibit 4.4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHO

June 23, 2014 EX-4.4

[Signature Page to Convertible Note No. HJOE-1]

Exhibit 4.4 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

June 23, 2014 EX-4.3

12% CONVERTIBLE NOTE Maturity date of May 21, 2014

Exhibit 4.3 NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREI N MAY BE OFFERED FOR SALE, SOLD, TRANSFERRE D OR ASSI

June 23, 2014 EX-4.1

SECURITIES PURCHASE AGREEMENT

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 28, 2014, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill, Suite 410, Great Neck,

June 23, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2014 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporation) (C

June 23, 2014 EX-4.2

Principal Amount: $32,500.00 Issue Date: May28, 2014 Purchase Price: $32,500.00 CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

June 2, 2014 DEF 14C

- DEFINITIVE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement x Definitive Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HANGOVER JOE'S HOLDING CORPORATIO

May 20, 2014 10-Q

Hangover Joe's Holding FORM 10-Q (Quarterly Report)

hjoe10q-033114.htm FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT Commission file number: 000-52533 HANGOVER JOE?S HOLDING CORPORATION (Exact name of the registrant as specified in its charter) Colorado 20-8097439 (Sta

May 20, 2014 EX-4.10

Principal Amount: $29,000.00 Purchase Price: $29,000.00 Issue Date: May 9, 2014 CONVERTIBLE PROMISSORY NOTE

ex4x1.htm Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATE

May 20, 2014 EX-4.11

SECURITIES PURCHASE AGREEMENT

ex4x2.htm Exhibit 4.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 9, 2014, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the ?Company?), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill, Suite 410, Gr

May 15, 2014 SC 13G

HJOE / Hangover Joe's Holding Corporation / ASHER ENTERPRISES INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HANGOVER JOE’S HOLDING CORPORATION (Name of issuer) Common Stock, $0.001 value per share (Title of class of securities) 00439M102 (CUSIP number) May 15, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

May 15, 2014 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended March 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q

April 30, 2014 PRER14C

- PRELIMINARY 14C REVISED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Definitive Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HANGOVER JOE'S HOLDING CORPORATIO

April 30, 2014 CORRESP

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Correspondence HANGOVER JOE'S HOLDING CORPORATION 9457 S. University #349 Highlands Ranch, Colorado 80126 April 30, 2014 Via Edgar Tom Kluck, Legal Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Hangover Joe’s Holding Corporation Preliminary Information Statement on Schedule 14C Filed January 3, 2014 File No.

April 21, 2014 10-K

Hangover Joe's Holding FORM 10-K FOR THE FISCAL YEAR ENDED 12/31/2013 (Annual Report)

10-K 1 hjoe10k-12311.htm FORM 10-K FOR THE FISCAL YEAR ENDED 12/31/2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period fro

March 31, 2014 NT 10-K

- NOTIFICTION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended December 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 1

March 21, 2014 CORRESP

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Correspondence HANGOVER JOE'S HOLDING CORPORATION 9457 S. University #349 Highlands Ranch, Colorado 80126 March 20, 2014 Via Edgar Tom Kluck, Legal Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: Hangover Joe’s Holding Corporation Preliminary Information Statement on Schedule 14C Filed January 3, 2014 File No.

March 21, 2014 PRER14C

- PRELIMINARY 14C REVISED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Definitive Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HANGOVER JOE'S HOLDING CORPORATIO

February 3, 2014 PRE 14C

- PRELIMINARY 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Definitive Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) HANGOVER JOE'S HOLDING CORPORATIO

January 21, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2014 HANGOVER JOE'S HOLDING CORPORATION (Exact name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 (State of Other Jurisdiction of Incorporation

January 21, 2014 EX-4.1

SECURITIES PURCHASE AGREEMENT

Exhibit 4.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 7, 2014, by and between HANGOVER JOE'S HOLDING CORPORATION, a Colorado corporation, with headquarters located at 9457 S. University #349, Highlands Ranch, CO 80126 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Gre

January 21, 2014 EX-4.2

Principal Amount: $58,000.00 Purchase Price: $58,000.00 Issue Date: January 7, 2014 CONVERTIBLE PROMISSORY NOTE

Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

January 21, 2014 EX-10.1

HANGOVER JOES HOLDING CORPORATION EMPLOYMENT AGREEMENT

Exhibit 10.1 HANGOVER JOES HOLDING CORPORATION EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into by and between Hangover Joes Holding Corporation, a Colorado corporation, (the “Company”), its successors and assigns, and Michael Jaynes (“Executive”) effective as of December 1, 2013 ("Start Date"). RECITAL The Company desires to employ Executive, and Executive is

November 14, 2013 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended September 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form

August 14, 2013 NT 10-Q

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q

June 24, 2013 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 19, 2013 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS Emplo

May 15, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended March 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q

April 1, 2013 NT 10-K

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-52533 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended December 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 1

March 6, 2013 8-K

Changes in Control of Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 1, 2013 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS Emplo

February 28, 2013 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2012 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS Emp

February 28, 2013 EX-99.1

HANGOVER JOE’S, INC. UNAUDITED INTERIM FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011 TABLE OF CONTENTS

EXHIBIT 99.1 HANGOVER JOE’S, INC. UNAUDITED INTERIM FINANCIAL STATEMENTS THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011 TABLE OF CONTENTS Page Unaudited Interim Financial Statements: Balance sheets A-2 Statements of operations A-3 Statements of changes in stockholders’ deficit A-4 Statements of cash flows A-5 Notes to combined financial statements A-6 - A-13 Management Discussion and Analysis A

February 21, 2013 CORRESP

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Correspondence HANGOVER JOE’S HOLDING CORP. 9457 S. University, #349 Highlands Ranch, Colorado 80126 Fax: 888-274-9892 February 21, 2013 Via Facsimile & U.S. Mail Kevin Woody Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Hangover Joe’s Holding Corp. (the “Company”) Form 10-K for fiscal year end

January 28, 2013 CORRESP

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Correspondence HANGOVER JOE’S HOLDING CORP. 9457 S. University, #349 Highlands Ranch, Colorado 80126 Fax: 888-274-9892 January 28, 2013 Via Facsimile & U.S. Mail Kevin Woody Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Hangover Joe’s Holding Corp. (the “Company”) Form 10-K for fiscal year ende

January 16, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2013 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS Em

December 28, 2012 CORRESP

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Correspondence HANGOVER JOE’S HOLDING CORP. 9457 S. University, #349 Highlands Ranch, Colorado 80126 Fax: 888-274-9892 December 28, 2012 Via Facsimile & U.S. Mail Kevin Woody Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Hangover Joe’s Holding Corp. (the “Company”) Form 10-K for fiscal year end

December 20, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2012 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS E

December 20, 2012 EX-99.1

EX-99.1

Exhibit 99.1

October 2, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 27, 2012 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS

August 9, 2012 SC 13D

HJOE / Hangover Joe's Holding Corporation / ALCOY INTERNATIONAL - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hangover Joe’s Holding Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 41044B 107 (CUSIP Number) Theresa M. Mehringer, Esq., Burns Figa & Will, P.C. 6400 South Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111 (303) 79

August 3, 2012 EX-99.1

EX-99.1

Exhibit 99.1

August 3, 2012 8-K

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 3, 2012 HANGOVER JOE’S HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS Empl

August 3, 2012 SC 13D

HJOE / Hangover Joe's Holding Corporation / Daimiel Global Resources - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hangover Joe’s Holding Corporation (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 41044B 107 (CUSIP Number) Theresa M. Mehringer, Esq., Burns Figa & Will, P.C. 6400 South Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111 (303) 79

July 30, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 24, 2012 ACCREDITED MEMBERS HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commission File Number IRS E

July 30, 2012 EX-99.1

Hangover Joe’s Approves Transaction with Accredited Members Holding Corporation Maker of #1 Selling Hangover Remedy in the Country to Trade on OTCBB Exchange

Exhibit 99.1 Hangover Joe’s Approves Transaction with Accredited Members Holding Corporation Maker of #1 Selling Hangover Remedy in the Country to Trade on OTCBB Exchange Colorado Springs, Colo. (July 25, 2012)—Hangover Joe’s, Inc., maker of Hangover Joe’s The Hangover Recovery Shot, today announced it has obtained shareholder approval for a transaction with Accredited Members Holding Corporation

June 12, 2012 DEF 14A

- DEFINITIVE 14A

DEF 14A 1 accmdef14a.htm DEFINITIVE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commi

June 11, 2012 PRER14A

- PRELIMINARY REVISED 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Amended Preliminary Proxy Statement o Confidential, for Use of the Commission Only o Definitive Proxy St

April 26, 2012 PRE 14A

- PRELIMINARY 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

April 16, 2012 EX-99.1

Accredited Members and Hangover Joe’s Announce Letter of Intent

Exhibit 99.1 Accredited Members and Hangover Joe’s Announce Letter of Intent COLORADO SPRINGS, Colo., April 16, 2012 – Accredited Members Holding Corporation (the “Company”) (OTCBB:ACCM), and Hangover Joe’s, Inc., a private Colorado corporation (“HOJ”), announce the signing of a binding letter of intent (“LOI”) between the two companies. The LOI provides that upon closing the transaction, the Comp

April 16, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 10, 2012 ACCREDITED MEMBERS HOLDING CORPORATION (Name of registrant as specified in its charter) Colorado 000-525-33 20-8097439 State of Incorporation Commision File Number IRS E

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