HVCW / Harrison Vickers and Waterman Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Harrison Vickers and Waterman Inc.
US ˙ OTCPK

Grundläggande statistik
CIK 1472847
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 Harrison Vickers and Waterman Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
November 12, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2016 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2016 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number HARRISON, VICKERS & WATERMAN,

December 30, 2022 CORRESP

December 30, 2022

December 30, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

December 27, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Post-Qualification Amendment No. 3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Post-Qualification Amendment No. 3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its charter) Wyoming (State of other jurisdiction of incorporation or organization) 5781 Schaefer Avenue Chino, CA 91710 844-773-3823 (Address, including

December 27, 2022 EX1A-12 OPN CNSL

Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030

Legal Opinion and Consent Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030 December 23, 2022 Robert W. Tetsch Chief Executive Officer Harrison, Vickers & Waterman, Inc. 5781 Schaefer Avenue Chino, CA 91710 Re: Offering Statement on Form 1-A (the “Offering Statement”) Mr. Tetsch: I have acted as counsel to Harrison, Vickers & Waterman, Inc. (the “Company”) in co

December 23, 2022 EX1A-12 OPN CNSL

Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030

Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030 December 23, 2022 Robert W. Tetsch Chief Executive Officer Harrison, Vickers & Waterman, Inc. 5781 Schaefer Avenue Chino, CA 91710 Re: Offering Statement on Form 1-A (the ?Offering Statement?) Mr. Tetsch: I have acted as counsel to Harrison, Vickers & Waterman, Inc. (the ?Company?) in connection with its filing w

December 23, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Post-Qualification Amendment No. 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Post-Qualification Amendment No. 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its charter) Wyoming (State of other jurisdiction of incorporation or organization) 5781 Schaefer Avenue Chino, CA 91710 844-773-3823 (Address, including

November 17, 2022 CORRESP

November 16, 2022

November 16, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

November 10, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Post-Qualification Amendment No. 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its

PART II AND III 2 hvcwp2.htm OFFERING CIRCULAR U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A POS Post-Qualification Amendment No. 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its charter) Wyoming (State of other jurisdiction of incorporation or organization) 5781 Schaefer Avenue Ch

November 10, 2022 EX1A-12 OPN CNSL

Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030

EX1A-12 OPN CNSL 3 hvcwex12.htm LEGAL OPINION AND CONSENT Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030 November 10, 2022 Robert W. Tetsch Chief Executive Officer Harrison, Vickers & Waterman, Inc. 5781 Schaefer Avenue Chino, CA 91710 Re: Offering Statement on Form 1-A (the “Offering Statement”) Mr. Tetsch: I have acted as counsel to Harrison, Vickers & Wate

October 25, 2022 CORRESP

October 25, 2022

October 25, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

October 14, 2022 EX1A-6 MAT CTRCT

Agreement and Plan of Merger Harrison, Vickers & Waterman, Inc. PEN Merger Sub, LLC Pacific Energy Network LLC The Members of Pacific Energy Network LLC July 15, 2022 AGREEMENT AND PLAN OF MERGER

Agreement and Plan of Merger among Harrison, Vickers & Waterman, Inc. and PEN Merger Sub, LLC and Pacific Energy Network LLC and The Members of Pacific Energy Network LLC dated July 15, 2022 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated July 15, 2022 (“Effective Date”), is entered into among Harrison, Vickers & Waterman, Inc., a Wyoming corporation (“Pare

October 14, 2022 PART II AND III

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its charter) (State of other jurisdiction o

PART II AND III 2 hvcwp2.htm OFFERING CIRCULAR U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 Harrison, Vickers & Waterman, Inc. (Exact name of issuer as specified in its charter) Wyoming (State of other jurisdiction of incorporation or organization) 5781 Schaefer Avenue Chino, CA 91710 844-773-3823 (Address, in

October 14, 2022 EX1A-2B BYLAWS

BYLAWS HARRISON, VICKERS & WATERMAN, INC. ARTICLE I

EX1A-2B BYLAWS 4 hvcwex2b.htm BYLAWS BYLAWS OF HARRISON, VICKERS & WATERMAN, INC. ARTICLE I Registered Office and Registered Agent The registered office of the corporation shall be located in the State of Wyoming at such place as may be fixed from time to time by the board of directors upon filing of such notices as may be required by law, and the registered agent shall have a business office iden

October 14, 2022 EX1A-3 HLDRS RTS

CERTIFICATE OF DESIGNATION - SERIES C CONVERTIBLE PREFERRED STOCK

October 14, 2022 EX1A-4 SUBS AGMT

SUBSCRIPTION AGREEMENT HARRISON, VICKERS & WATERMAN, INC.

SUBSCRIPTION AGREEMENT HARRISON, VICKERS & WATERMAN, INC. This SUBSCRIPTION AGREEMENT (this ?Agreement?) effective , by and between, HARRISON, VICKERS & WATERMAN, INC. a Wyoming Corporation (the ?Seller?) and (the ?Purchaser?) with respect to the following facts and circumstances: A. Seller is a publicly traded Wyoming Corporation, (?the Company?), and, B. Purchaser desires to purchase the Securit

October 14, 2022 EX1A-3 HLDRS RTS

CERTIFICATE OF DESIGNATION - SERIES B CONVERTIBLE PREFERRED STOCK

October 14, 2022 EX1A-3 HLDRS RTS

CERTIFICATE OF DESIGNATION - SERIES F AND G CONVERTIBLE PREFERRED STOCK

October 14, 2022 EX1A-3 HLDRS RTS

CERTIFICATE OF DESIGNATION - SERIES D CONVERTIBLE PREFERRED STOCK

October 14, 2022 EX1A-3 HLDRS RTS

CERTIFICATE OF DESIGNATION - SERIES A CONVERTIBLE PREFERRED STOCK

EX1A-3 HLDRS RTS 5 hvcwex3a.htm CERTIFICATE OF DESIGNATION - SERIES A CONVERTIBLE PREFERRED STOCK

October 14, 2022 EX1A-12 OPN CNSL

Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030

EX1A-12 OPN CNSL 12 hvcwex12.htm LEGAL OPINION AND CONSENT Stout Law Group, P.A. 201 International Circle, Suite 230 Hunt Valley, Maryland 21030 October 11, 2022 Robert W. Tetsch Chief Executive Officer Harrison, Vickers & Waterman, Inc. 5781 Schaefer Avenue Chino, CA 91710 Re: Offering Statement on Form 1-A (the “Offering Statement”) Mr. Tetsch: I have acted as counsel to Harrison, Vickers & Wate

October 14, 2022 EX1A-2A CHARTER

ARTICLES OF INCORPORATION

EX1A-2A CHARTER 3 hvcwex2a.htm ARTICLES OF INCORPORATION

August 11, 2022 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 8, 2022 HARRISON, VICKERS & WATERMAN, INC. (Exact name of registrant as specified in its charter) Wyoming 333-162072 26-2883037 (State or other jurisdiction of incorporation) (

August 11, 2022 EX-10.1

Agreement and Plan of Merger Harrison, Vickers & Waterman, Inc. PEN Merger Sub, LLC Pacific Energy Network LLC The Members of Pacific Energy Network LLC July 15, 2022 AGREEMENT AND PLAN OF MERGER

EX-10.1 2 hvcwex101.htm AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 15, 2022 Agreement and Plan of Merger among Harrison, Vickers & Waterman, Inc. and PEN Merger Sub, LLC and Pacific Energy Network LLC and The Members of Pacific Energy Network LLC dated July 15, 2022 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated July 15, 2022 (“Effective Date”), is ente

August 11, 2022 EX-99.2

HVCW Announces the Acquisition of Pacific Energy Network

EXHIBIT 99.2 HVCW Announces the Acquisition of Pacific Energy Network August 11, 2022 On July 15, 2022, Harrison, Vickers & Waterman, Inc., a Wyoming corporation (?HVCW?), PEN Merger Sub, LLC, a California limited liability company (?Merger Sub?), and Pacific Energy Network LLC, a California limited liability company (?PEN?), entered into an Agreement and Plan of Merger (the ?Merger Agreement?). O

August 11, 2022 EX-99.1

ACTION BY WRITTEN CONSENT OF DIRECTORS (Wyoming Revised Statutes) HARRISON, VICKERS & WATERMAN, INC. A Wyoming Corporation

EX-99.1 3 hvcwex991.htm BOARD OF DIRECTORS CONSENT DATED AUGUST 8, 2022 EXHIBIT 99.1 ACTION BY WRITTEN CONSENT OF DIRECTORS (Wyoming Revised Statutes) OF HARRISON, VICKERS & WATERMAN, INC. A Wyoming Corporation The undersigned Directors of Harrison, Vickers & Waterman, Inc., a Wyoming Corporation (the “Company”) pursuant to the Wyoming Revised Statutes, hereby consent to the following actions of t

August 2, 2022 EX-1

Agreement and Plan of Merger Harrison, Vickers & Waterman, Inc. PEN Merger Sub, LLC Pacific Energy Network LLC The Members of Pacific Energy Network LLC July 15, 2022 AGREEMENT AND PLAN OF MERGER

EX-1 2 hvcwex1.htm AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 15, 2022 Agreement and Plan of Merger among Harrison, Vickers & Waterman, Inc. and PEN Merger Sub, LLC and Pacific Energy Network LLC and The Members of Pacific Energy Network LLC dated July 15, 2022 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”), dated July 15, 2022 (“Effective Date”), is entered i

August 2, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 hvcw8k.htm CURRENT REPORT 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 15, 2022 HARRISON, VICKERS & WATERMAN, INC. (Exact name of registrant as specified in its charter) Wyoming 333-162072 26-2883037 (State or other j

March 5, 2021 EX-99.1

HARRISON, VICKERS & WATERMAN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS June 30, 2019 June 30, 2018 CURRENT ASSETS Cash and cash equivalents $ 71,972 $ 175,735 Inventories 77,796 97,320 Deferred financing costs 2,879 - Prepaid expenses 241,18

EXHIBIT 99.1 HARRISON, VICKERS & WATERMAN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS June 30, 2019 June 30, 2018 CURRENT ASSETS Cash and cash equivalents $ 71,972 $ 175,735 Inventories 77,796 97,320 Deferred financing costs 2,879 - Prepaid expenses 241,183 161,144 Total Current Assets 393,830 434,199 OTHER ASSETS Fixed assets-net (including capitalized pre-opening costs) 2,256,

March 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 30, 2019 HARRISON, VICKERS & WATERMAN, INC. (Exact name of registrant as specified in its charter) Nevada 333-162072 26-2883037 (State or other jurisdiction of incorporation) (Co

January 27, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* HARRISON VICKERS & WATERMAN, INC. (Name of Issuer) Common Stock $0.0001 par value (Title of Class of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* HARRISON VICKERS & WATERMAN, INC. (Name of Issuer) Common Stock $0.0001 par value (Title of Class of Securities) 415569102 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

February 13, 2020 SC 13G/A

HVCW / Harrison, Vickers & Waterman, Inc. / EMA Financial, LLC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13g0220a3emaharrison.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* HARRISON VICKERS & WATERMAN, INC. (Name of Issuer) Common Stock $0.0001 par value (Title of Class of Securities) 415569102 (CUSIP Number) December 31, 2019 (Date of Event which Requi

February 15, 2019 SC 13G/A

HVCW / Harrison, Vickers & Waterman, Inc. / EMA Financial, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* HARRISON VICKERS & WATERMAN, INC. (Name of Issuer) Common Stock $0.0001 par value (Title of Class of Securities) 415569102 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

November 7, 2018 EX-2.2

MEETING OF THE BOARD OF DIRECTORS OF HARRISON, VICKERS & WATERMAN, INC. October 24, 2018

Exhibit 2.2 Written Board Consent Appointing New Officer and Director Exhibit 2.2 MEETING OF THE BOARD OF DIRECTORS OF HARRISON, VICKERS & WATERMAN, INC. October 24, 2018 The undersigned, constituting a majority of the Board of Directors (the “Board”) of Harrison Vickers & Waterman, Inc., a Nevada corporation (the “Corporation”) do hereby consent to the corporate actions specified below and author

November 7, 2018 EX-10.1

EX-10.1

EX-10.1 4 f8k110718ex10z1.htm EXHIBIT 10.1 SECURITIES EXCHANGE AGREEMENT

November 7, 2018 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

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 7, 2018 EX-2.1

EX-2.1

Exhibit 2.1 Certificate of Designation for Series C Convertible Preferred Stock

November 7, 2018 EX-10.2

To the Board of Directors of Harrison Vickers & Waterman, Inc.:

EX-10.2 5 f8k110718ex10z2.htm EXHIBIT 10.2 RESIGNATION LETTER OF JEFFREY CANOUSE Exhibit 10.2 To the Board of Directors of Harrison Vickers & Waterman, Inc.: Please be advised that, effective immediately, I hereby resign from all my positions as an Officer and Director of Harrison Vickers & Waterman, Inc., a Nevada corporation. This Resignation may be executed and delivered by electronic signature

February 15, 2018 EX-10.1

EX-10.1

Exhibit 10.1 Debt Amendments between the Company and Oscaleta Partners, LLC dated January 24, 2018

February 15, 2018 EX-10.4

EX-10.4

Exhibit 10.4 Debt Amendment between the Company and Alpha Capital Anstalt dated January 24, 2018

February 15, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 24, 2018 HARRISON, VICKERS & WATERMAN, INC. (Exact name of registrant as specified in its charter) Nevada 333-162072 26-2883037 (State or other jurisdiction of incorporation)

February 15, 2018 EX-10.3

EX-10.3

Exhibit 10.3 Debt Amendment between the Company and Trillium Partners, LP dated January 24, 2018

February 15, 2018 EX-10.2

EX-10.2

Exhibit 10.2 Debt Amendments between the Company and Oscaleta Partners, LLC dated January 24, 2018

January 4, 2018 EX-99.1

Attitude Beer Announces New Operating Partnership With World of Beer Corporate Parent

EX-99.1 2 f8k010318ex99z1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Dec 27, 2017 OTC Disclosure & News Service Attitude Beer Announces New Operating Partnership With World of Beer Corporate Parent PR Newswire NEW YORK, Dec. 27, 2017 NEW YORK, Dec. 27, 2017 /PRNewswire/ - Harrison Vickers', Attitude Beer Holding Company subsidiary, announced today that it has reached an agreement with the operati

January 4, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2017 EX-10.1

Harrison Vickers & Waterman, Inc. ACTION IN WRITING BY THE BOARD OF DIRECTORS

EX-10.1 2 f8k081417ex10z1.htm EXHIBIT 10.1 WRITTEN BOARD CONSENT APPOINTING NEW OFFICER AND DIRECTOR DATED AUGUST 14, 2017 Exhibit 10.1 Harrison Vickers & Waterman, Inc. ACTION IN WRITING BY THE BOARD OF DIRECTORS The undersigned, being all the members of the Board of Directors of Harrison Vickers & Waterman, Inc., a Nevada corporation (the "Corporation"), hereby consents to and takes the followin

August 14, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 14, 2017 EX-10.2

To the Board of Directors of Harrison Vickers & Waterman, Inc.:

Exhibit 10.2 Resignation Letter of Conrad Huss Exhibit 10.2 To the Board of Directors of Harrison Vickers & Waterman, Inc.: Please be advised that, effective immediately, I hereby resign from all my positions as an Officer and Director of Harrison Vickers & Waterman, Inc., a Nevada corporation. This Resignation may be executed and delivered by electronic signature and delivery. Very truly yours, /

May 11, 2017 15-15D

Harrison, Vickers & Waterman FORM 15

Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION 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 333-162072 HARRISON, VICKERS & WATERMAN, INC. (Exact name of regi

May 11, 2017 8-K

Financial Statements and Exhibits, Other Events

Form 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 1, 2017 SC 13G/A

HVCW / Harrison, Vickers & Waterman, Inc. / EMA Financial, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Harrison Vickers & Waterman, Inc. (Name of Issuer) Common Stock $0.0001 par value (Title of Class of Securities) 415569102 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

September 21, 2016 SC 13G

HVCW / Harrison, Vickers & Waterman, Inc. / EMA Financial, LLC - 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. )* Harrison Vickers & Waterman, Inc. (Name of Issuer) Common Stock $0.0001 par value (Title of Class of Securities) 415569102 (CUSIP Number) April 25, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

June 27, 2016 EX-31.XII

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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/A of Harrison, Vickers and Waterman Inc. (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 c

June 27, 2016 EX-10.43

SECURED CONVERTIBLE NOTE DUE MAY 25, 2018

EXHIBIT 10.43 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.40

SECURED CONVERTIBLE NOTE DUE MAY 9, 2018

EX-10.40 8 s103561ex10-40.htm EXHIBIT 10-40 EXHIBIT 10.40 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFER

June 27, 2016 EX-31.II

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 Harrison, Vickers and Waterman Inc. (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 cir

June 27, 2016 EX-10.38

SECURED CONVERTIBLE NOTE DUE APRIL 1, 2018

EXHIBIT 10.38 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.44

SECURED CONVERTIBLE NOTE DUE MAY 26, 2018

EXHIBIT 10.44 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.39

SECURED NEGOTIABLE CONVERTIBLE NOTE DUE APRIL 25, 2018

EX-10.39 7 s103561ex10-39.htm EXHIBIT 10-39 EXHIBIT 10.39 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFER

June 27, 2016 EX-10.36

SECURED CONVERTIBLE NOTE DUE MARCH 14, 2017

EXHIBIT 10.36 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.35

SECURED CONVERTIBLE NOTE DUE February 29, 2018

EXHIBIT 10.35 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.34

SECURED CONVERTIBLE NOTE DUE JANUARY 26, 2018

EXHIBIT 10.34 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 10-Q

Harrison, Vickers & Waterman 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the nine months period ended March 31, 2016 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-162072 HARRISON VICK

June 27, 2016 EX-31.XI

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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/A of Harrison, Vickers and Waterman Inc. (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 c

June 27, 2016 10-Q/A

Harrison, Vickers & Waterman 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months period ended December 31, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-

June 27, 2016 10-Q/A

Harrison, Vickers & Waterman 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months period ended September 30, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333

June 27, 2016 EX-31.I

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 Harrison, Vickers and Waterman Inc. (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 cir

June 27, 2016 EX-10.37

SECURED CONVERTIBLE NOTE DUE APRIL 1, 2018

EXHIBIT 10.37 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.46

SECURED CONVERTIBLE NOTE DUE JUNE 8, 2018

EX-10.46 14 s103561ex10-46.htm EXHIBIT 10-46 EXHIBIT 10.46 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFE

June 27, 2016 EX-10.45

SECURED CONVERTIBLE NOTE DUE JUNE 8, 2018

EXHIBIT 10.45 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.41

SECURED CONVERTIBLE NOTE DUE MAY 9, 2018

EXHIBIT 10.41 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 27, 2016 EX-10.42

SECURED CONVERTIBLE NOTE DUE MAY 20, 2018

EXHIBIT 10.42 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

June 24, 2016 10-K/A

Harrison, Vickers & Waterman FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 HARRISON VICKERS AND WATERMAN INC. (Exact name of registrant as specified in

June 22, 2016 8-K/A

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, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 21, 2015 Harrison Vickers and Waterman Inc. (Exact name of Registrant as specified in its charter) Nevada 333-162072 26-2883037 (State or other jurisdiction of

June 22, 2016 EX-99.3

AUDITED AND PRO-FORM FINANCIAL STATEMENTS (BOTH THE SAME) OF THE ACQUIRED ATTITUDE BEER HOLDING CO. AT APRIL 21, 2015 (does not present any prior year comparison results as ABH was formed in December, 2014) (does not have any interim financial statem

EXHIBIT 99.3 AUDITED AND PRO-FORM FINANCIAL STATEMENTS (BOTH THE SAME) OF THE ACQUIRED ATTITUDE BEER HOLDING CO. AT APRIL 21, 2015 (does not present any prior year comparison results as ABH was formed in December, 2014) (does not have any interim financial statements as next reporting period after the sale date was the year-end fiscal period of June 30.2015) BALANCE SHEET FOR ATTITUDE BEER HOLDING

May 26, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 May 26, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 Filed

May 19, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 May 19, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 Filed

May 16, 2016 NT 10-Q

Harrison, Vickers & Waterman NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-162072 CUSIP NUMBER 820006104 (Check One): ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: March 31, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q

May 2, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 May 2, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 Filed S

April 25, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 April 25, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 File

April 11, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 April 11, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 File

March 28, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 March 28, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 File

March 9, 2016 SC 13G

HVCW / Harrison, Vickers & Waterman, Inc. / ALPHA CAPITAL ANSTALT - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) HARRISON VICKERS AND WATERMAN INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 415569102 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(c) *The rem

March 8, 2016 CORRESP

Harrison, Vickers & Waterman ESP

Harrison, Vickers and Waterman Inc. 11231 U.S. Highway 1, #201 North Palm Beach, Florida 33408 March 8, 2016 Mr. Jim Allegretto VIA EDGAR Senior Assistant Chief Accountant CORRESPODENCE Office of Consumer Products United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harrison, Vickers and Waterman Inc. Form 10-K for the Fiscal Year Ended June 30, 2015 Filed

February 16, 2016 EX-10.32

SECURED CONVERTIBLE NOTE DUE JANUARY 26, 2018

EXHIBIT 10.32 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

February 16, 2016 EX-31.I

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 Harrison, Vickers and Waterman Inc. (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 cir

February 16, 2016 10-Q

HVCW / Harrison, Vickers & Waterman, Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months period ended December 31, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-162072 HARRISON VI

February 16, 2016 EX-10.33

JOINT VENTURE AGREEMENT

EXHIBIT 10.33 JOINT VENTURE AGREEMENT This Joint Venture Agreement is being entered into as of January 26, 2016, between Southeast Florida Craft LLC (“SFC”) , Attitude Beer Holding Co. (“ABH”), Glenn E. Straub (“Straub”) and James D. Cecil (“Cecil” and together with Straub the “Current Members”)(each a “Party,” collectively the “Parties”). WHEREAS, SFC has entered into an Area Development Agreemen

February 16, 2016 EX-10.31

SECURED CONVERTIBLE NOTE DUE December 7, 2017

EXHIBIT 10.31 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

February 16, 2016 EX-31.II

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 Harrison, Vickers and Waterman Inc. (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 cir

February 16, 2016 EX-10.30

SECURED CONVERTIBLE NOTE DUE December 7, 2017

EXHIBIT 10.30 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

February 16, 2016 EX-10.29

SECURED CONVERTIBLE NOTE DUE November 19, 2017

EXHIBIT 10.29 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

February 16, 2016 EX-10.28

SECURED CONVERTIBLE NOTE DUE November 19, 2017

EXHIBIT 10.28 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 R

November 16, 2015 EX-10.27

CAMBRIDGE CRAFT, LLC OPERATING AGREEMENT As of September 25, 2015 OPERATING AGREEMENT

EX-10.27 4 s102134ex10x27.htm EXHIBIT 10.27 EXHIBIT 10.27 CAMBRIDGE CRAFT, LLC OPERATING AGREEMENT As of September 25, 2015 OPERATING AGREEMENT THIS OPERATING AGREEMENT (the “Agreement”) of CAMBRIDGE CRAFT, LLC, a Connecticut limited liability company (the “Company”), dated as of September 25, 2015, by and among New England WOB, LLC and Attitude Beer Holding Co. (each a “Member and collectively th

November 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six months period ended September 30, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-162072 HARRISON V

November 16, 2015 EX-10.26

SECURED CONVERTIBLE NOTE DUE Ocotber 20, 2017

EXHIBIT (10)(26) NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 EFFECTIV

November 16, 2015 EX-10.25

SECURED CONVERTIBLE NOTE DUE OCOTBER 14, 2017

EXHIBIT (10)(25) NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 EFFECTIV

September 29, 2015 EX-99.1

Attitude Drinks, Inc. files audited annual report for year ending March 31, 2015 with subsequent events reflecting liability reductions of $10,052,591.

Exhibit 99.1 Attitude Drinks, Inc. files audited annual report for year ending March 31, 2015 with subsequent events reflecting liability reductions of $10,052,591. NORTH PALM BEACH, FL-(Marketwire - Sept 29, 2015) - Attitude Drinks, Inc. (OTCBB: ATTD): Harrison, Vickers & Waterman, Inc. (OTCBB: HVCW) Today Attitude Drinks, Inc. filed its annual report for fiscal year ending March 31, 2015. The re

September 29, 2015 8-K

Financial Statements and Exhibits, Other Events

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 29, 2015 Harrison, Vickers and Waterman Inc. (Exact name of registrant as specified in its charter) Nevada (333-162072) 26-2883037 (State or other jurisdiction of incorporat

September 15, 2015 EX-10.24

COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.

EX-10.24 4 f10k063015ex10z24.htm EXHIBIT 10.24 WARRANT EXHIBIT 10.24 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT B

September 15, 2015 EX-10.22

MILFORD CRAFT, LLC OPERATING AGREEMENT As of May __, 2015 OPERATING AGREEMENT

MILFORD CRAFT, LLC OPERATING AGREEMENT As of May , 2015 OPERATING AGREEMENT THIS OPERATING AGREEMENT (the ?Agreement?) of MILFORD CRAFT, LLC, a Connecticut limited liability company (the ?Company?), dated as of May , 2015, by and among New England WOB, LLC and Attitude Beer Holding Co.

September 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Form 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 15, 2015 EX-10.23

SECURED CONVERTIBLE NOTE DUE JULY 29, 2017

EX-10.23 3 f10k063015ex10z23.htm EXHIBIT 10.23 CONVERTIBLE NOTE EXHIBIT 10.23 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDING

August 18, 2015 DEF 14C

Harrison, Vickers & Waterman DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement HARRISON VICKERS AND WATERMAN INC. (

August 5, 2015 PRE 14C

Harrison, Vickers & Waterman PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement HARRISON VICKERS AND WATERMAN INC. (

May 26, 2015 8-K

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

8-K 1 v4116468k.htm 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): May 8, 2015 Harrison Vickers and Waterman Inc. (Exact name of Registrant as specified in its charter) Nevada 333-162072 26-2883037 (State or other jurisdiction

May 26, 2015 EX-16.1

May 22, 2014

EXHIBIT 16.1 May 22, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sir or Madam: We have read the statements of Harrison Vickers and Waterman Inc. (the ?Company?) pertaining to our firm included under Item 4.01 of Form 8-K dated May 26, 2015 and agree with such statements as they pertain to our firm. We have no basis to agree or disagree with other statements

May 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 4, 2015 SC 13G

HVCW / Harrison, Vickers & Waterman, Inc. / TARPON BAY PARTNERS LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HARRISON VICKERS AND WATERMAN INC. Common Stock, par value $0.0001 CUSIP # 415569102 April 21, 2015 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) x Rule 13d-1(c) ¨ Rule 13d-1(d) The remainder of this cover page sh

May 4, 2015 SC 13D

HVCW / Harrison, Vickers & Waterman, Inc. / Attitude Drinks Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* HARRISON VICKERS AND WATERMAN INC. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 415569102 (CUSIP Number) Roy G. Warren Chief Executive Officer Attitude Drinks Incorporated 712 U.S. Highway 1, Suite200 North Palm Beach, F

April 27, 2015 EX-4.4

SECURED CONVERTIBLE NOTE DUE April 20, 2017

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 REG

April 27, 2015 EX-99.2

PURCHASE AGREEMENT

Exhibit 99.2 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the ?Agreement?) is dated as of April 21, 2015 between HVW Holdings LLC maintaining an address at 4224 White Plains Road, 3rd Floor, Bronx, NY 10467 (the ?Seller?) and Attitude Drinks, Inc. maintaining an address at 712 US Highway 1, Suite 200, North Palm Beach, FL 33408 (the ?Purchaser?). WHEREAS, the Seller presently is the holder of 87,99

April 27, 2015 EX-99.1

PURCHASE AGREEMENT

Exhibit 99.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the ?Agreement?) is dated as of April 21, 2015 between HVW Holdings LLC maintaining an address at 4224 White Plains Road, 3rd Floor, Bronx, NY 10467 (the ?Seller?) and Alpha Capital Anstalt maintaining an address at Lettstrasse 32, 9490 Vaduz, Principality of Liechtenstein (the ?Purchaser?). WHEREAS, the Seller presently is the holder of 32,

April 27, 2015 EX-4.3

COMMON STOCK PURCHASE CLASS B WARRANT HARRISON VICKERS AND WATERMAN INC.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 REGISTR

April 27, 2015 EX-10.4

[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

Exhibit 10.4 GUARANTY 1. Identification. This Guaranty (the ?Guaranty?), dated as of April 21, 2014, is entered into by Attitude Beer Holding Co., a Delaware corporation (?Guarantor?), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a ?Lender? and collectively, the ?Lenders?). 2. Recitals. 2.1 Guarantor is the subsidiary of Harrison Vi

April 27, 2015 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, 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): April 21, 2015 Harrison Vickers and Waterman Inc. (Exact name of Registrant as specified in its charter) Nevada 333-162072 26-2883037 (State or other jurisdiction of incorporation) (C

April 27, 2015 EX-10.6

EXCHANGE AGREEMENT

Exhibit 10.6 EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?) is entered into as of April 21, 2015, by and among Attitude Beer Holding Co, a Delaware corporation (?ABH?), Attitude Drinks, Inc. (?ADI? and together with ABH the ?Debtors?), Alpha Capital Anstalt (?Alpha?) and Tarpon Bay Partners LLC (?Tarpon? and together with Alpha the ?Investors? and together with the Debtors, the ?Par

April 27, 2015 EX-10.2

STOCK PLEDGE AGREEMENT

Exhibit 10.2 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of April 21, 2015, by and between Attitude Drinks, Inc. (“Pledgor”), and Tarpon Bay Partners LLC (“Pledgee”) as collateral agent on behalf of Alpha Capital Anstalt (“Alpha”) and Tarpon Bay Partners LLC (“Tarpon” and together with Alpha the “Investors”); WITNESSETH: WHEREAS, pursuant to that certain securit

April 27, 2015 EX-4.6

ADDITIONAL INVESTMENT RIGHT

EX-4.6 8 v408378ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 "NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE -OR- EXERCISABLE] 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 TH

April 27, 2015 EX-3.2

SERIES B CONVERTIBLE PREFERRED STOCK TERMS

Exhibit 3.2 SERIES B CONVERTIBLE PREFERRED STOCK TERMS Section 1. Designation, Amount and Par Value. The series of preferred stock shall be designated as the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), and the number of shares so designated and authorized shall be Fifty One (51). Each share of Series B Preferred Stock shall have a par value of $0.0001 per share and a sta

April 27, 2015 EX-10.5

[THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

Exhibit 10.5 GUARANTY 1. Identification. This Guaranty (the ?Guaranty?), dated as of April 21, 2014, is entered into by Attitude Drinks, Inc., a Delaware corporation (?Guarantor?), for the benefit of the Collateral Agent identified below and the parties identified on Schedule A hereto (each a ?Lender? and collectively, the ?Lenders?). 2. Recitals. 2.1 Guarantor is the parent of Harrison Vickers an

April 27, 2015 EX-10.1

ASSET PURCHASE AGREEMENT

EX-10.1 10 v408378ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 21, 2015, by and among Harrison Vickers and Waterman Inc., a Nevada corporation (the “Purchaser” or “Company”), and the sellers listed on Schedule A hereto (each a “Seller” and collectively the “Sellers”). WHEREAS, the Sellers are the original

April 27, 2015 EX-4.1

COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 REGISTR

April 27, 2015 EX-10.3

SECURITY AGREEMENT

Exhibit 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 21, 2015 (this “Agreement”), is among Harrison Vickers and Waterman Inc., a Nevada corporation (the “Company”), each Subsidiary of the Company which shall become a party to this Agreement by execution and delivery of the form annexed hereto as Annex A and the Subsidiary Guaranty annexed thereto (each such Subsidiary, a “Gua

April 27, 2015 EX-4.7

ADDITIONAL INVESTMENT RIGHT

Exhibit 4.7 "NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE -OR- EXERCISABLE] 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 REGISTRA

April 27, 2015 EX-4.5

$554,791.67 SECURED CONVERTIBLE NOTE DUE April 20, 2017

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 REG

April 27, 2015 EX-4.2

COMMON STOCK PURCHASE CLASS A WARRANT HARRISON VICKERS AND WATERMAN INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 REGISTR

March 25, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended December 31, 2014 .TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended December 31, 2014 OR .TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-162072 HARRISON VIC

February 17, 2015 NT 10-Q

HVCW / Harrison, Vickers & Waterman, Inc. NT 10-Q - - FORM 12B-25 NOTICE OF LATE FILING

FORM 12b-25 Notice of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162072 (Check One): .

November 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended September 30, 2014 .TRANSITION REPO

FORM 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 10, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X .ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 .TRANSITION REPORT UNDER SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X .ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 . .TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 HARRISON VICKERS AND WATERMAN INC. (Exact name of registrant as specified in its charter) Nev

October 9, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X .ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2014 .TRANSITION REPORT UNDER SECT

FORM 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 30, 2014 NT 10-K

HVCW / Harrison, Vickers & Waterman, Inc. NT 10-K - - FORM 12B-25 NOTICE OF LATE FILING

FORM 12b-25 Notice of Late Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 333-162072 (Check One): X .

July 30, 2014 SC 13G

HVCW / Harrison, Vickers & Waterman, Inc. / Sharp Robert J - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HARRISON VICKERS AND WATERMAN INC. Common Stock, par value $0.0001 CUSIP # 415569102 July 29, 2014 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ¨ Rule 13d-1(b) x Rule 13d-1(c) ¨ Rule 13d-1(d) The remainder of this cover page sha

June 16, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment 2 FORM 10-K/A (Mark One) X .ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 .TRANSITION REP

Form 10-K/A2 Amended Annual Report June 30, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 10, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment #1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three month period ended September 30, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment #1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the three month period ended September 30, 2013 .TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 HARRISON VICKERS AND WATERMAN INC. (Exact name of registrant as s

June 10, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment #1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the nine month period ended March 31, 2014 .TRA

Form 10-Q/A1 Amended Quarterly Report March 31, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 10, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment #1 (Mark One) X .QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended December 31, 2013 .T

Form 10-Q/A1 Amended Quarterly Report December 31, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended March 31, 2014 . TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended March 31, 2014 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 HARRISON VICKERS AND WATERMAN INC. (Exact name of registrant as specified in its cha

February 14, 2014 10-Q

Harrison, Vickers & Waterman FORM 10-Q QUARTERLY REPORT (Quarterly Report)

Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

December 9, 2013 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amended Current Report on Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the nine month period ended September 30, 2013 . TRANSITION R

FORM 10-Q Quarterly Report September 30 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 30, 2013 8-K/A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K/A AMENDED CURRENT REPORT

FORM 8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 25, 2013 EX-3.1

EX-3.1

Exhibit 3.1 Certificate of Amendment Exhibit 3.1

October 25, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders - FORM 8-K CURRENT REPORT

FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 25, 2013 EX-99.1

2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: October 5, 2013 APPROVED BY THE STOCKHOLDERS: October 5, 2013 TERMINATION DATE: October 5, 2023

Exhibit 99.1 2013 Equity Incentive Plan 2013 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: October 5, 2013 APPROVED BY THE STOCKHOLDERS: October 5, 2013 TERMINATION DATE: October 5, 2023 1. GENERAL. (a) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants. (b) Available Awards. The Plan provides for the grant of the following Awards:

October 16, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment 1 FORM 10-K/A (Mark One) X . ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 . TRANSITION R

10-K/A 1 f10ka06301310kz.htm FORM 10-K/A ANNUAL REPORT JUNE 30 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment 1 FORM 10-K/A (Mark One) X . ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 . . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHARP PER

October 11, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X . ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 . TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) X . ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2013 . . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 26-28

October 11, 2013 PRE 14C

- SCHEDULE 14C PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: X . Preliminary Information Statement . Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) . Definitive Information Statement SHARP PERFORMANCE INC. (Name of Reg

September 18, 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, Financial Statements and Exhibits - FORM 8-K CURRENT REPORT

FORM 8-K Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 18, 2013 EX-4.1

CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES A 8% CONVERTIBLE PREFERRED STOCK SHARP PERFORMANCE, INC.

Exhibit 4.1 Certificate of Designation Exhibit 4.1 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES A 8% CONVERTIBLE PREFERRED STOCK OF SHARP PERFORMANCE, INC. Sharp Performance, Inc., a Nevada corporation (the “Company”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation of the Company, the Board of Directors of the Compa

September 10, 2013 EX-10.4

SECURITIES AGREEMENT

Exhibit 10.4 Securities Purchase Agreement SECURITIES AGREEMENT This Securities Agreement (this “Agreement”) is dated as of September 6, 2013, by HVW Holdings LLC, a Connecticut limited liability company (the “Management”), Sharp Performance, Inc., a Nevada corporation (the “Company”), and Robert Sharp; and WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Se

September 10, 2013 EX-10.1

ASSET PURCHASE AGREEMENT

Exhibit 10.1 Asset PUrchase Agreement ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is dated as of September 5th, 2013, HARRISON VICKERS AND WATERMAN, LLC, a New York limited liability company (the “Company”), and Sharp Performance, Inc., a Nevada corporation (the “Purchaser”); and WHEREAS, the Company desires to sell to the Purchaser, and the Purchaser desires to purch

September 10, 2013 EX-10.2

SHARP PERFORMANCE, INC. SECURED PROMISSORY NOTE DUE DECEMBER 31, 2014

Exhibit 10.2 Promissory Note SHARP PERFORMANCE, INC. SECURED PROMISSORY NOTE DUE DECEMBER 31, 2014 THIS Note is a duly authorized issuance of up to $1,800,000.00 of SHARP PERFORMANCE, INC., a Nevada corporation and located at 12 Fox Run, Sherman, CT 06784 (the "Company.") FOR VALUE RECEIVED, the Company promises to pay to HARRISON VICKERS AND WATERMAN, LLC, the registered holder hereof (the "Holde

September 10, 2013 EX-10.3

PLEDGE AGREEMENT

Exhibit 10.3 Pledge Agreement PLEDGE AGREEMENT PLEDGE AGREEMENT ("Agreement") entered into as of the 5th day of September 2013, by and among the persons set forth on Schedule 1 (the “Secured Party”), and Sharp Performance, Inc. (“Pledgor” or the “Company”). RECITALS A. Pledgor has agreed to pledge certain loans as security for the performance by the “Company” of its obligations under its Secured P

September 10, 2013 EX-10.5

MANAGEMENT AGREEMENT

Exhibit 10.5 Management Agreement MANAGEMENT AGREEMENT This Management Agreement ("Agreement") is made on the 6th day of September, 2013 (“Effective Date”) between HVW HOLDINGS LLC (the “Management”), a Connecticut limited liability company, with principal offices at 44 Strawberry Hill Avenue, Stamford, CT 06902, and Sharp Performance, Inc. (the “Company”) a Nevada corporation, with principal offi

September 10, 2013 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 September 6, 2013 Date of Report (date of Earliest Event Reported) SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 333-162072 26-2883037 (State or other jurisdiction (Commission (IRS Employer of

July 15, 2013 CORRESP

-

SEC Response Sharp Performance, Inc. 23 Misty Brook Lane New Fairfield, Connecticut 06812-2380 July 15, 2013 William H Thompson U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Form 10-K/A for Fiscal Year Ended June 30, 2012 Filed June 13, 2013 Form 10-Q for Fiscal Quarter Ended March 31, 2013 Filed June 1

July 15, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A2 (Mark One) X . ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 . TRANSITION REPORT UNDER

FORM 10-K/A2 Amended Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the nine month period ended March 31, 2013 . TRANSITION REPOR

10-Q 1 f10q03311310q.htm FORM 10-Q QUARTERLY REPORT MARCH 31 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the nine month period ended March 31, 2013 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHARP PERFORMANCE

June 13, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended December 31, 2012 . TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the six month period ended December 31, 2012 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Ne

June 13, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) X . ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 . TRANSITION REPORT UNDER

FORM 10-K/A Amended Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 13, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Mark One) X . QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 . TRANSITION

FORM 10-Q Quarterly Report September 30 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

June 13, 2013 CORRESP

-

SEC Response Sharp Performance, Inc. 23 Misty Brook Lane New Fairfield, Connecticut 06812-2380 June 13, 2013 William H Thompson U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Form 10-K for Fiscal Year Ended June 30, 2012 Filed October 4, 2012 Form 10-Q for Fiscal Quarter Ended September 30, 2012 and Fisc

February 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

FORM 10-Q Quarterly Report December 31 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

FORM 10-Q Quarterly Report September 30 2012 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 4, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

June 30, 2012 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

September 4, 2012 CORRESP

-

Acceleration Request Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784 September 4, 2012 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed August 1, 2012 File No. 333-162072 Ladies and Gentlemen: Pursuant to the provisions of Rule 461 of Regulation C of the Securitie

August 24, 2012 S-1/A

- FORM S-1/A7 AMENDED REGISTRATION STATEMENT

FORM S-1/A7 Amended Registration Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 24, 2012 EX-23.1A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1A Consent of Li Company PC Exhibit 23.1A CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Sharp Performance, Inc. We consent to the inclusion in this Registration Statement on Form S-1 filed with the SEC (the “Registration Statement”), of our report dated May 10, 2012, relating to the consolidated balance sheets of Sharp Performance, Inc. as of June 30, 2

August 24, 2012 EX-16.1

EX-16.1

Exhibit 16.1 Consent of Bernstein and Pinchuk LLC Exhibit 16.1

August 24, 2012 CORRESP

-

SEC Response Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784 August 24, 2012 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed August 20, 2012 File No. 333-162072 Ladies and Gentlemen: On behalf of Sharp Performance, Inc., a Nevada corporation (the “Company”), we h

August 21, 2012 CORRESP

-

SEC Response Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784 August 20, 2012 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed August 1, 2012 File No. 333-162072 Ladies and Gentlemen: On behalf of Sharp Performance, Inc., a Nevada corporation (the “Company”), we he

August 20, 2012 EX-16.1

EX-16.1

Exhibit 16.1 Consent of Bernstein and Pinchuk LLC Exhibit 16.1

August 20, 2012 S-1/A

- FORM S-1/A6 AMENDED REGISTRATION STATEMENT

FORM S-1/A6 Amended Registration Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 20, 2012 CORRESP

-

SEC Response August 14, 2012 Via E-mail Mr. Robert J. Sharp Chief Executive Officer Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784-1741 Re: Sharp Performance, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed August 1, 2012 File No. 333-162072 Dear Mr. Sharp: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you t

August 20, 2012 EX-23.1A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1A Consent of Li Company PC Exhibit 23.1A CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Sharp Performance, Inc. We consent to the inclusion in this Registration Statement on Form S-1 filed with the SEC (the “Registration Statement”), of our report dated May 10, 2012, relating to the consolidated balance sheets of Sharp Performance, Inc. as of June 30, 2

August 1, 2012 EX-23.1A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1A Auditor's Consent Exhibit 23.1A CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Sharp Performance, Inc. We consent to the inclusion in this Registration Statement on Form S-1/A filed with the SEC (the “Registration Statement”), of our report dated May 11, 2012, relating to the consolidated balance sheets of Sharp Performance, Inc. as of June 30, 2011 a

August 1, 2012 S-1/A

- S-1/A5 REGISTRATION STATEMENT

S-1/A5 Registration Statement As filed with the U.S. Securities and Exchange Commission on August 1, 2012. Registration No. 333-162072. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 7389 2

August 1, 2012 CORRESP

-

CORRESP 1 filename1.htm Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784 July 31, 2012 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed July 6, 2012 File No. 333-162072 Ladies and Gentlemen: On behalf of Sharp Performance, Inc., a Nevada corporation (the “Company”)

July 6, 2012 S-1/A

- S-1/A4 REGISTRATION STATEMENT

S-1/A4 Registration Statement As filed with the U.S. Securities and Exchange Commission on July 6, 2012. Registration No. 333-162072. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 7389 26-

July 6, 2012 EX-23.1A

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 23.1A Consent of Li Company PC Exhibit 23.1A CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Sharp Performance, Inc. We consent to the inclusion in this Registration Statement on Form S-1 filed with the SEC (the “Registration Statement”), of our report dated May 11, 2012, relating to the consolidated balance sheets of Sharp Performance, Inc. as of June 30, 2

July 6, 2012 CORRESP

-

SEC Response Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784 July 5, 2012 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed May 11, 2012 File No. 333-162072 Ladies and Gentlemen: On behalf of Sharp Performance, Inc., a Nevada corporation (the “Company”), we hereby

May 11, 2012 CORRESP

-

S-1/A SEC Response Letter Sharp Performance, Inc. 23 Misty Brook Lane New Fairfield, Connecticut 06812-2380 May 10, 2012 Lilyanna L. Peyser U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. Registration Statement on Form S-1 Filed October 13, 2010 File No. 333-162072 Dear Ms. Peyser: By letter dated October

May 11, 2012 S-1/A

- FORM S-1/A3 REGISTRATION STATEMENT

FORM S-1/A3 Registration Statement As filed with the U.S. Securities and Exchange Commission on May 11 , 2012 Registration No. 333-162072. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 738

October 13, 2010 S-1/A

-

As filed with the U.S. Securities and Exchange Commission on October 13, 2010 Registration No. 333-162072. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 7389 26-2883037 (State or jurisdict

October 13, 2010 CORRESP

-

Sharp Performance, Inc. 12 Fox Run Sherman, CT 06784-1741 (203) 746-8478 October 13, 2010 Via EDGAR and FedEx H. Christopher Owings Assistant Director Mail Stop 3010 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: Sharp Performance, Inc. S-1/A Filed February 12, 2010 File No. 333-162072 Dear Mr. Owings: By letter dated March 12, 2010, the staff (the “Staff,” “you,”

February 12, 2010 CORRESP

-

SEC Letter KRIEGER & PRAGER, LLP ATTORNEYS AT LAW 39 Broadway, Suite 1440 New York, New York 10006 Telephone: (212) 363-2900 Facsimile: (212) 363-2999 February 12, 2010 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 100 F Street, N.

February 12, 2010 EX-21

SUBSIDIARIES OF REGISTRANT

EXHIBIT 21.1 SUBSIDIARIES OF REGISTRANT Sharp Performance Associates, LLC

February 12, 2010 EX-10

SHARP PERFORMANCE, INC. SUBSCRIPTION AGREEMENT

EXHIBIT10.1A SHARP PERFORMANCE, INC. SUBSCRIPTION AGREEMENT Sharp Performance, Inc. 23 Misty Brook Lane, New Fairfield, CT. 06812-2308 Ladies and Gentlemen: 1. Subscription. The undersigned (the ?Purchaser?), intending to be legally bound, hereby agrees to purchase from SHARP PERFORMANCE, INC. (the ?Company?)the number of Shares of the Company?s par value $ 0.0001 common stock set forth below at a

February 12, 2010 CORRESP

-

SEC Response Letter KRIEGER & PRAGER, LLP ATTORNEYS AT LAW 39 Broadway, Suite 920 New York, New York 10006 Telephone: (212) 363-2900 Facsimile: (212) 363-2999 February 12, 2010 H.

February 12, 2010 S-1/A

As filed with the U.S. Securities and Exchange Commission on February 12, 2010

As filed with the U.S. Securities and Exchange Commission on February 12, 2010 Registration No. 333-162072. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 7389 26-2883037 (State or jurisdicti

September 23, 2009 EX-3

SHARP PERFORMANCE, INC. (A NEVADA CORPORATION) ARTICLE I

Exhibit 3.2 BYLAWS OF SHARP PERFORMANCE, INC. (A NEVADA CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Nevada shall be in the City of Reno, State of Nevada. Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and

September 23, 2009 S-1

As filed with the U.S. Securities and Exchange Commission on September 23, 2009

As filed with the U.S. Securities and Exchange Commission on September 23, 2009 Registration No. . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SHARP PERFORMANCE, INC. (Exact name of registrant as specified in its charter) Nevada 7389 26-2883037 (State or jurisdiction of incorporation or organization) (Prim

September 23, 2009 EX-10

SHARP PERFORMANCE, INC. SUBSCRIPTION AGREEMENT

Exhibit 10.1 Exhibit 10.1 SHARP PERFORMANCE, INC. SUBSCRIPTION AGREEMENT Sharp Performance, Inc. 23 Misty Brook Lane, New Fairfield, CT. 06812-2308 Ladies and Gentlemen: 1. Subscription. The undersigned (the “Purchaser”), intending to be legally bound, hereby agrees to purchase from SHARP PERFORMANCE, INC. (the “Company”)the number of Shares of the Company’s par value $ 0.0001 common stock set for

September 23, 2009 EX-3

Exibit 3.1

Exibit 3.1 2 3 4 5 6

September 23, 2009 EX-10

CONTRIBUTION AGREEMENT

Exhibit 10.2 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (?Agreement?) made as of the 6th day of June, 2009, by and among the undersigned who is the holder of the Membership Interest of Sharp Performance Associates, LLC, a Limited Liability Company organized under the laws of Connecticut, (collectively, the ?Contributor?), and Sharp Performance, Inc., a Nevada corporation (?Issuer?). The fo

September 23, 2009 EX-4

Exhibit 4.1

Exhibit 4.1

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista