KRED / KonaRed Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

KonaRed Corporation
US ˙ OTCPK

Grundläggande statistik
CIK 1527355
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 KonaRed Corporation
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
March 6, 2019 10-K

KRED / KonaRed Corp FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2017 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 # 000-55208 KONARED CORPORATION (Exact name of

March 6, 2019 EX-3.9

Certificate of Amendment to Articles of Incorporation, filed September 26, 2018

EXHIBIT 3.9 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20180423242-78 Filing Date and Time 09/26/2018 8:10 AM Entity Number E0477612010-4 USE BLACK INK ONLY

March 6, 2019 EX-10.65

Stockholders Agreement, dated October 24, 2017

Exhibit 10.65 KONARED CORPORATION STOCKHOLDERS AGREEMENT This Stockholders Agreement (the “Agreement”) is made and entered into as of October 24, 2017 by and among Kyle Redfield, Shaun Roberts and Juan Gonzalo Camet Piccone (the “Large Holders”), KonaRed Corporation, a Nevada corporation (the “Corporation”), and Kona I Holdings LLC, a Delaware limited liability company, and Kona II Holdings LLC, a

March 6, 2019 EX-3.10

Certificate of Amendment to Certificate of Designation for Series B Preferred Stock, filed September 26, 2018

EXHIBIT 3.10 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Amendment to Certificate of Designation After Issuance of Class or Series (PURSUANT TO NRS 78.1955) Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20180423257-44 Filing Date and Time 09/26/2018 8:10 AM Entity

March 6, 2019 EX-10.64

Investor Rights Agreement, dated October 24, 2017

Exhibit 10.64 KONARED CORPORATION INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (the “Agreement”) is made as of October 24, 2017, by and among KonaRed Corporation, a Nevada corporation (the “Corporation”), on the one hand, and Kona Holdings I LLC, a Delaware limited liability company, and Kona Holdings II LLC, a Delaware limited liability company, on the other hand. Kona Holdings I LLC

March 6, 2019 EX-10.67

Consulting letter agreement with The Roberts Group, LLC, dated October 24, 2017

Exhibit 10.67 October 24, 2017 The Roberts Group, LLC 3680 Omao Road Koloa, HI 96756 Attn: Shaun Roberts Dear Shaun: On behalf of KonaRed Corporation (the “Corporation”), I am pleased to offer you the following contractual arrangement which, if you accept it, shall govern your service-provider relationship with the Corporation for a 12-month period effective beginning on October 24, 2017 (the “Sta

March 6, 2019 EX-10.76

Example of Existing Derivative Security Warrant, dated October 24, 2017

Exhibit 10.76 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-10.75

Example of Series B Pre-Wired Warrant #2, dated October 24, 2017

Exhibit 10.75 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-10.63

Series B Preferred Stock Purchase Agreement, dated October 24, 2017

Exhibit 10.63 KonaRed Corporation SERIES B PREFERRED STOCK PURCHASE AGREEMENT This Series B Preferred Stock Purchase Agreement (the “Agreement”) is made as of October 24, 2017 by and among KonaRed Corporation, a Nevada corporation (the “Corporation”), and Juan Gonzalo Camet Piccone, SFC Investment SA and GH Car Care, LLC. Juan Gonzalo Camet Piccone, SFC Investment SA and GH Car Care, LLC are colle

March 6, 2019 EX-10.62

Series A Preferred Stock Purchase Agreement with Kona Holdings I LLC and Kona Holdings II LLC, dated October 24, 2017

Exhibit 10.62 KonaRed Corporation SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (the “Agreement”) is made as of October 24, 2017 by and among KonaRed Corporation, a Nevada corporation (the “Corporation”) and Kona Holdings I LLC, a Delaware limited liability company, and Kona Holdings II LLC, a Delaware limited liability company. Kona Holdings I LLC an

March 6, 2019 EX-10.66

Employment letter agreement with Kyle Redfield, dated October 24, 2017

Exhibit 10.66 October 24, 2017 Kyle Redfield 1101 Via Callejon, Suite 200 San Clemente, CA 92673 Dear Kyle: On behalf of KonaRed Corporation (the “Corporation”), I am pleased to offer you the following contractual arrangement which, if you accept it, shall govern your employment relationship with the Corporation for the 24-month period effective beginning on October 24, 2017 (the “Start Date”), as

March 6, 2019 EX-10.70

“Venice Brands Warrant,” dated October 24, 2017

Exhibit 10.70 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-10.71

Example of Sales Shortfall Warrant, dated October 24, 2017

Exhibit 10.71 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-10.72

Example of Series A Pre-Wired Warrant #1, dated October 24, 2017

Exhibit 10.72 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-3.6

Certificate of Correction as to Articles of Merger, filed August 31, 2017

EXHIBIT 3.6 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A,80,81, 82, 84 , 86, 87, 87A, 88, 88A. 89 AND 92A) Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20170380242-39 Filing Date and Time 08/31/2017 8:37

March 6, 2019 EX-10.73

Example of Series A Pre-Wired Warrant #2, dated October 24, 2017

Exhibit 10.73 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-10.77

Settlement Agreement and General Release with Lincoln Park Capital Fund, LLC, dated December 29, 2017

Exhibit 10.77 SETTLEMENT AGREEMENT AND GENERAL RELEASE The parties to this Settlement Agreement and General Release (this “Agreement”), which is dated December 29, 2017 (the “Effective Date”), are Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln Park”), and KonaRed Corporation, a Nevada corporation (“KonaRed”). Lincoln Park and KonaRed are each respectively referred

March 6, 2019 EX-3.5

Certificate of Correction as to Articles of Incorporation, filed August 28, 2017

EXHIBIT 3.5 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84 , 86, 87, 87A, 88, 88A, 89 AND 92A) Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20170371143-49 Filing Date and Time 08/28/2017 8:5

March 6, 2019 EX-10.69

2017 Series B Equity Incentive Plan

Exhibit 10.69 KonaRed Corporation 2017 Series B Equity Incentive Plan Adopted by the Board of Directors: October 24, 2017 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock O

March 6, 2019 EX-10.74

Example of Series B Pre-Wired Warrant #1, dated October 24, 2017

Exhibit 10.74 THE SECURITIES REPRESENTED BY AND UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (A) SUCH TRANSFER IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES

March 6, 2019 EX-10.68

2017 Equity Incentive Plan

Exhibit 10.68 KonaRed Corporation 2017 Equity Incentive Plan Adopted by the Board of Directors: October 24, 2017 1. General. (a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. (b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (

November 22, 2017 EX-3.6

Certificate of Correction (Articles of Merger), filed August 31, 2017 with the Nevada Secretary of State.

Exhibit 3.6

November 22, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 konared8k082817.htm KONARED 8K, 08.28.17 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 28, 2017 KONARED CORPORATION Nevada 000-55208 99-0366971 (State or other jurisdiction of incorporation) (Commission (IRS Employer

November 22, 2017 EX-3.5

Certificate of Correction (Articles of Incorporation), filed August 28, 2017 with the Nevada Secretary of State.

EX-3.5 2 konaredexh35.htm KONARED 8K, CERTIFICATE OF CORRECTION, 08.28.17 Exhibit 3.5

November 17, 2017 S-8 POS

KRED / KonaRed Corp KONARED S-8 POST-EFFECTIVE AMENDMENT 2, 11.17.17

As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

November 17, 2017 POS AM

KRED / KonaRed Corp KONARED POST-EFFECTIVE AMENDMENT 2, 11.17.17

As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

November 17, 2017 POS AM

KRED / KonaRed Corp KONARED POST-EFFECTIVE AMENDMENT 1, 11.17.17

As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

November 17, 2017 POS AM

KRED / KonaRed Corp KONARED POST-EFFECTIVE AMENDMENT 1, 11.17.17

As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

November 17, 2017 POS AM

KRED / KonaRed Corp KONARED POST-EFFECTIVE AMENDMENT 2, 11.17.17

As filed with the Securities and Exchange Commission on November 17, 2017 Registration No.

November 14, 2017 10-Q

KRED / KonaRed Corp KONARED 10Q, 09.30.17 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2017 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 # 000-55208 KONARED CORPORATION (Exact n

November 6, 2017 EX-10.3

KONARED CORPORATION STOCKHOLDERS AGREEMENT

EX-10.3 3 a17-260861ex10d3.htm EX-10.3 Exhibit 10.3 KONARED CORPORATION STOCKHOLDERS AGREEMENT This Stockholders Agreement (the “Agreement”) is made and entered into as of October 24, 2017 by and among Kyle Redfield, Shaun Roberts and Juan Gonzalo Camet Piccone (the “Large Holders”), KonaRed Corporation, a Nevada corporation (the “Corporation”), and Kona I Holdings LLC, a Delaware limited liabilit

November 6, 2017 EX-10.4

KONARED CORPORATION INVESTOR RIGHTS AGREEMENT

Exhibit 10.4 KONARED CORPORATION INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (the “Agreement”) is made as of October 24, 2017, by and among KonaRed Corporation, a Nevada corporation (the “Corporation”), on the one hand, and Kona Holdings I LLC, a Delaware limited liability company, and Kona Holdings II LLC, a Delaware limited liability company, on the other hand. Kona Holdings I LLC a

November 6, 2017 EX-10.2

KONARED CORPORATION SERIES A PREFERRED STOCK PURCHASE AGREEMENT

EX-10.2 2 a17-260861ex10d2.htm EX-10.2 Exhibit 10.2 KONARED CORPORATION SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (the “Agreement”) is made as of October 24, 2017 by and among KonaRed Corporation, a Nevada corporation (the “Corporation”) and Kona Holdings I LLC, a Delaware limited liability company, and Kona Holdings II LLC, a Delaware limited lia

November 6, 2017 SC 13D

KRED / KonaRed Corp / Willsey Gregory Thomas - 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. ) KonaRed Corporation (Name of Issuer) Common Shares with par value of $0.001 (Title of Class of Securities) 50048Y104 (CUSIP Number) Gregory Thomas Willsey 101 California Ave. #401 Santa Monica, CA 90403 (Name, Address and Telephone Number of Person Authori

October 30, 2017 EX-4.2

Certificate of Designation for Series B Preferred Stock, filed October 24, 2017

Exhibit 4.2 1. Name of corporation: KonaRed Corporation 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. The second series of Preferred Stock shall be designated

October 30, 2017 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, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, 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, 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): October 24, 2017 KONARED CORPORATION Nevada 000-55208 99-0366971 (State or other jurisdiction of incorporation) (Commission (IRS Employer Identification No.) File Number) 1101 Via Cal

October 30, 2017 EX-4.1

Certificate of Designation for Series A Preferred Stock, filed October 24, 2017

Exhibit 4.1 1. Name of corporation: KonaRed Corporation 2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock. The first series of Preferred Stock shall be designated

October 24, 2017 15-12G

KonaRed KONARED FORM 15, 10.24.17

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 Commission File Number 000-55208 KONARED CORPORATION (Exact name of registrant as specified in i

October 5, 2017 EX-10.1

Amendment No. 1 to Senior Convertible Note between KonaRed Corporation and VDF FutureCeuticals, Inc., dated September 29, 2017.

Exhibit 10.1 AMENDMENT NO. 1 TO SENIOR CONVERTIBLE NOTE This Amendment No. 1 to that certain Senior Convertible Note (this " First Amendment"), is made and entered this 29th day of September, 2017 by and between KonaRed Corporation, a Nevada corporation (the " Company"), and VDF FutureCeuticals, Inc., an Illinois corporation (the " Holder", together with the Company, the " Parties"). WHEREAS, here

October 5, 2017 EX-10.2

Amended and Restated Investor Rights Agreement between KonaRed Corporation and VDF FutureCeuticals, Inc., dated September 29, 2017

Exhibit 10.2 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of September 29, 2017 (this " Agreement "), is made and entered into by and between KonaRed Corporation, a Nevada corporation (the " Company ") and VDF FutureCeuticals, Inc., an Illinois corporation ( " Investor "). WHEREAS, Investor and the Company entered into that certain Se

October 5, 2017 EX-10.3

Sale Restriction Agreement between KonaRed Corporation and VDF FutureCeuticals, Inc., dated September 29, 2017.

Exhibit 10.3 SALE RESTRICTION AGREEMENT THIS SALE RESTRICTION AGREEMENT (the "Agreement") is made and entered into as of September 29, 2017 (the "Effective Date"), by and between KonaRed Corporation, a Nevada corporation (the "Company"), and VDF FutureCeuticals, Inc., an Illinois corporation (the "Shareholder"). WHEREAS, the Shareholder and the Company are parties to (i) the Coffee Fruit Patent Li

October 5, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 Date of Report (Date of earliest event reported): September 29, 2017 KONARED CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of incorporation) (Commission (IRS E

August 18, 2017 10-Q

KRED / KonaRed Corp KONARED 10Q, 06.30.17 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 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 # 000-55208 KONARED CORPORATION (Exact name o

August 14, 2017 NT 10-Q

KonaRed KONARED 12B-25 EXTENSION FOR 10Q, 06.30.17

OMB Number: 3235-0058 Expires: October 31, 2018 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 16, 2017 8-K

KonaRed KONARED 8K, 06.08.17 (Current Report/Significant Event)

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 8, 2017 KONARED CORPORATION (Exact Name of Registrant as Specified in Charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of incorporation) (Commission (IRS Employe

May 16, 2017 EX-10.1

Letter Agreement and Form of Warrant, dated as of May 9, 2017 by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC

EX-10.1 2 konared101.htm KONARED 10Q, AGREEMENT LETTER AND FORM OF WARRANT EXHIBIT 10.1 Lincoln Park Capital Fund, LLC 440 N. Wells St. #410 Chicago,IL 60654 May 9, 2017 KONARED CORPORATION 1101 Via Callejon, #200 San Clement, CA 92673-4230 Re: Letter of Agreement – Warrant Exercise and Issuance of Warrants ("Letter Agreement") Dear Sirs, Reference is made to the certain Warrant issued January 27,

May 16, 2017 10-Q

KonaRed KONARED 10Q 03.31.17 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2017 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 # 000-55208 KONARED CORPORATION (Exact name

May 15, 2017 NT 10-Q

KonaRed KONARED 12B-25 EXTENSION FOR 10Q, 03.31.17

OMB Number: 3235-0058 Expires: October 31, 2018 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 25, 2017 EX-99.1

KonaRed Corporation Provides Conference Call Invitation to Discuss Fiscal 2016 Financial Results and Business Update Tuesday, April 25th at 4:30pm EDT - Kyle Redfield President and COO of KonaRed will discuss Fiscal 2016 results and near term outlook

Exhibit 99.1 KonaRed Corporation Provides Conference Call Invitation to Discuss Fiscal 2016 Financial Results and Business Update Tuesday, April 25 th at 4:30pm EDT - Kyle Redfield President and COO of KonaRed will discuss Fiscal 2016 results and near term outlook - KOLOA, Hawaii, April 21, 2017 ? KonaRed Corporation (OTCQB: KRED), manufacturers of premium Hawaiian Cold Brew Coffee and Whole Bean

April 25, 2017 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 April 25, 2017 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Employ

April 13, 2017 10-K

KonaRed KONARED 10K, 12.31.16 (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 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 # 00055208 KONARED CORPORATION (Exact name of r

April 13, 2017 EX-10.57

Subordinated Promissory Note issued to SFC Investment SA February 14, 2017

Exhibit 10.57 THIS SECURITY 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 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AV

April 13, 2017 EX-10.47

Note Exchange Agreement, dated as of November 7, 2016 by and between KonaRed Corporation and Black Mountain Equities Inc.

Exhibit 10.47 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of November 7, 2016, is entered into by and among KonaRed Corporation (the "Company"), a Nevada corporation (the "Company") having an address at 1101 Via Callejon #200, San Clemente CA 92673-4230, and Black Mountain Equities, Inc. (the "Holder"), having an address at 13366 Greenstone Court, San Diego, CA 92131 (ea

April 13, 2017 EX-10.41

Subordinated Promissory Note issued to Gonzalo Camet July 31, 2016

Exhibit 10.41 THIS SECURITY 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 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AV

April 13, 2017 EX-10.49

Note Maturity Extension Agreement, dated as of December 2, 2016 by and between KonaRed Corporation and Vista Capital Investments LLC

Exhibit 10.49 FIRST AMENDMENT TO THE $110,000 PROMISORRY NOTE DATED DECEMBER 3, 2015 This first amendment (the "Amendment") is entered into as of December 1, 2016 (the "Effective Date"), by and between KonaRed Corporation, a Nevada corporation (the "Company") and Vista Capital Investments, LLC (the "Holder"). Collectively, the Company and Holder shall be referred to as the "Parties" and each a "Pa

April 13, 2017 EX-10.48

Convertible Note issued November 7, 2016 to Black Mountain Equities Inc.

Exhibit 10.48 THIS CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR THE PROMISSORY NOTE ORIGINALLY ISSUED ON SEPTEMBER 30, 2015 BY THE COMPANY TO GEMINI MASTER FUND, LTD. WITHOUT ANY ADDITIONAL CONSIDERATION. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON SEPTEMBER 30, 2015. NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE

April 13, 2017 EX-10.44

Note Maturity Extension Agreement, dated as of September 23, 2016 by and between KonaRed Corporation and Gemini Master Fund, Ltd.

Exhibit 10.44 PROMISSORY NOTE EXTENSION AGREEMENT This promissory note extension agreement (the "Extension Agreement") is made as of the 23rd day of September, 2016 by and between KonaRed Corporation, a Nevada corporation (the "Company"), and Gemini Master Fund, Ltd. a Cayman Islands Corporation. liability company ("GMF") and amends the Subordinated Promissory Note dated September 30, 2015 in the

April 13, 2017 EX-10.42

Debt Conversion Agreement dated August 30, 2016 by and between KonaRed Corporation and Black Mountain Equities Inc.

Exhibit 10.42 CONVERSION AGREEMENT This Conversion Agreement is dated as of August 30, 2016 by and between KonaRed Corporation (the "Company") and Black Mountain Equities, Inc. (the "Holder"), and amends the Subordinated Promissory Note dated September 30, 2015 in the Original Principal Amount of $100,000 issued by the Company to the Holder (the "Note"). WHEREAs, the remaining balance of the Note

April 13, 2017 EX-10.43

Form of stock offering subscription agreement August 2016

Exhibit 10.43 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this "Agreement"), made as of the last date set forth on the signature page hereof, is between KonaRed Corporation, a Nevada corporation (the "Company"), and the undersigned (the "Subscriber"). W I T N E S S E T H: WHEREAS, the Company is offering (the "Offering") up to 12,500,000 restricted shares of the Company's common stock (the

April 13, 2017 EX-10.54

VDF Senior Note & Pledge and Security Agreement Addendums, dated as of January 4, 2017 by and between KonaRed Corporation and VDF FutureCeuticals, Inc.

Exhibit 10.54 ADDENDUMS to VDF FutureCeuticals, Inc. SENIOR CONVERTIBLE NOTE and SECURITY AND PLEDGE AGREEMENT January 4, 2017 Mr. John Hunter Mr. Randy Wexler VDF FutureCeuticals, Inc. 2692 N. State Rt. 1-17 Momence, IL 60954 Dear Gentlemen: Thank you for VDF FutureCeuticals, Inc.'s ('VDF/FC') agreement to amend the Senior Convertible Note ("Note"), as amended, and the Pledge and Security Agreeme

March 31, 2017 NT 10-K

KonaRed KONARED 12B-25 EXTENSION FOR 10K, 12.31.16

OMB Number: 3235-0058 Expires: October 31, 2018 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 30, 2017 EX-10.1

Exhibit 10.1 - Extension Agreement January 27, 2017

Exhibit 10.1 Agreement to Extend Maturity of Related Party Note ("Extension Agreement") Dated: January 27, 2017 Whereas, on July 31, 2016, KonaRed Corporation (the "Company") issued a related party note payable (the "RP Note") with a principal amount due at January 27, 2017 of $103,945 to Mr. Gonzalo Camet (the "Note Holder") and the Company and the Note Holder have agreed that the maturity of RP

January 30, 2017 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 January 27, 2017 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Empl

January 23, 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

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 January 20, 2017 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Empl

January 23, 2017 EX-17.1

Exhibit 17.1 - William Van Dyke resignation letter

EXHIBIT 17.1 RESIGNATION AS MEMBER OF BOARD OF DIRECTORS TO: Board of Directors - KonaRed Corporation Please accept this letter as my resignation as a Director of KonaRed Corporation effective January 20 , 2017. I have been pleased to serve on the board of KonaRed and wish the company well for the future. I am resigning to attend to other business interests. Dated this 10th day of January, 2017 Si

December 20, 2016 8-K

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

8-K 1 konared8k121616.htm KONARED 8K, 12.16.16 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 December 16, 2016 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (Stat

December 20, 2016 EX-10.1

Exhibit 10.1 - Notes Extension Agreement December 16, 2016

Exhibit 10.1 December 6, 2016 KONARED CORPORATION 1101 Via Callejon, #200 San Clement, CA 92673-4230 Re: Letter of Agreement - Extension of Maturity on two Senior Convertible Notes ("Letter Agreement") Dear Sirs, Reference is made to those certain Senior Convertible Notes between KONARED CORPORATION, a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liab

December 7, 2016 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 December 6, 2016 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Empl

December 7, 2016 EX-10.2

Exhibit 10.2 - Forms of Warrants

Exhibit 10.2 FORM OF WARRANT #1 TO PURCHASE SHARES OF COMMON STOCK KONARED CORPORATION. A Nevada Corporation THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "WARRANT SHARES") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGI

December 7, 2016 EX-10.1

Exhibit 10.1 - Securities Purchase Agreement December 6, 2016

EX-10.1 2 konaredexh101.htm KONARED 8K, SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement ("Agreement") is made as of the date last indicated below on the acceptance page hereof ("Execution Date"), by and between KonaRed Corporation., a Nevada corporation whose shares are traded on the OTCQB market (the "Company") and PCF Holdings Group, LL

November 18, 2016 10-Q

KonaRed KONARED 10Q, 09.30.16 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 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 # 000-55208 KONARED CORPORATION (Exact n

November 14, 2016 NT 10-Q

KonaRed KONARED 12B-25 EXTENSION FOR 10Q, 09.30.16

OMB Number: 3235-0058 Expires: October 31, 2018 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 21, 2016 EX-10.1

Exhibit 10.1 - Settlement Agreement October 18, 2016

Exhibit 10.1 SETTLEMENT AGREEMENT & GENERAL RELEASE THIS SETTLEMENT AGREEMENT & GENERAL RELEASE ("Settlement Agreement") is made and entered into by and between Splash Beverage Group, Inc., on behalf of itself, its agents, representatives, assignees, attorneys, and administrators (collectively "SBG" or "Party"), and KonaRed Corporation, on behalf of itself, its agents, representatives, assignees,

October 21, 2016 8-K

Termination of 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 October 18, 2016 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Empl

October 12, 2016 8-K

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

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 October 4, 2016 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Emplo

August 15, 2016 10-Q

KonaRed KONARED 10Q, 06.30.16 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period 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 # 000-55208 KONARED CORPORATION (Exact name o

August 15, 2016 10-Q

KonaRed KONARED 10Q, 06.30.16 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period 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 # 000-55208 KONARED CORPORATION (Exact name o

May 16, 2016 10-Q

KRED / KonaRed Corp 10-Q - Quarterly Report - KONARED 10Q, 03.31.16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact name

May 12, 2016 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1/A TO FORM S-1 REGISTRATION No. 333-205496 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as

As filed with the Securities and Exchange Commission on May 12 , 2016 Registration No.

May 12, 2016 CORRESP

KonaRed ESP

konaredaccelreq.htm KONARED CORPORATION 1101 Via Callejon #200 San Clemente, CA, 92673-4230 May 12, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Assistant Director Re: KonaRed Corporation (the ?Company?) Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (the ?Registration Statemen

May 12, 2016 CORRESP

KonaRed ESP

konaredcorresp051216.htm KONARED CORPORATION 1101 Via Callejon #200 San Clemente, CA, 92673-4230 May 12, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Mr. John Reynolds Assistant Director, Office of Beverages, Apparel, and Mining Re: KonaRed Corporation (the ?Company?) Post-Effective Amendment No. 1 to Registratio

May 11, 2016 CORRESP

KonaRed ESP

konaredcorresp051116.htm KONARED CORPORATION 1101 Via Callejon #200 San Clemente, CA, 92673-4230 May 11, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Mr. John Reynolds Assistant Director, Office of Beverages, Apparel, and Mining Re: KonaRed Corporation (the ?Company?) Post-Effective Amendment No. 1 to Registratio

May 6, 2016 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 /A TO FORM S-1 REGISTRATION No. 333-205496 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as

As filed with the Securities and Exchange Commission on May 6 , 2016 Registration No.

May 6, 2016 CORRESP

KonaRed ESP

konaredcorresp.htm KONARED CORPORATION 1101 Via Callejon #200 San Clemente, CA, 92673-4230 May 6, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Mr. John Reynolds Assistant Director, Office of Beverages, Apparel, and Mining Re: KonaRed Corporation (the ?Company?) Post-Effective Amendment No. 1 to Registration State

April 26, 2016 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION No. 333-205496 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as sp

As filed with the Securities and Exchange Commission on April 26, 2016 Registration No.

April 13, 2016 10-K

KonaRed KONARED 10K, 12.31.15 (Annual Report)

konared10k123115.htm 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 Fiscal Year Ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 00055208 KONARED CORPORA

April 13, 2016 EX-10.52

Form of unit offers form of subscription agreement including warrant (applicable to all 2016 unit offers)

Exhibit 10.52 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”), made as of the last date set forth on the signature page hereof, is between KonaRed Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is offering (the “Offering”) up to 12,500,000 units (“Units”) at a price of $0.04 per Unit or $500

March 30, 2016 NT 10-K

KonaRed KONARED 12B-25 EXTENSION FOR 10K, 12.31.15

konarednt10k123115.htm OMB Number: 3235-0058 Expires: October 31, 2018 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55208 CUSIP NUMBER: 50048Y104 (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, 2015 o Transition Repor

December 4, 2015 EX-10.1

Securities Purchase Agreement, dated December 3, 2015, by and between the Company and Vista Capital Investments, LLC

konaredexh101.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of December 3, 2015, is entered into by and between KonaRed Corporation, a Nevada corporation, (the ?Company?), and Vista Capital Investments, LLC (the ?Buyer?). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from secu

December 4, 2015 EX-10.2

Vista Capital Investments, LLC Promissory Note, dated as of December 3, 2015.

konaredexh102.htm Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS PROMISSORY 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

December 4, 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

konared8k120315.htm 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 December 3, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (

November 25, 2015 8-K

Current Report

konared8k112415.htm 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 November 24, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of

November 23, 2015 EX-10.2

Senior Convertible Note, dated as of November 23, 2015.

konaredexh102.htm Exhibit 10.2 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

November 23, 2015 EX-10.1

Securities Purchase Agreement, dated November 23, 2015, by and between the Company and Lincoln Park Capital Fund, LLC.

konaredexh101.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 23rd day of November, 2015 by and between KONARED CORPORATION, a Nevada corporation (the ?Company?), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the ?Investor?). WHEREAS, upon the terms and condition stated in the Agreement and pursuant

November 23, 2015 EX-10.3

Warrant, dated November 23, 2015.

konaredexh103.htm Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 REGISTRAT

November 23, 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

konared8k112315.htm 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 November 23, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of

November 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 o TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact n

October 1, 2015 EX-10.4

Securities Purchase Agreement, dated September 30, 2015, by and between the Company and Gemini Master Fund Ltd.

konaredexh104.htm Exhibit 10.4 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 30th day of September, 2015 by and between KONARED CORPORATION, a Nevada corporation (the ?Company?), and GEMINI MASTER FUND, LTD. a Cayman Islands Corporation. liability company (the ?Investor?). WHEREAS, upon the terms and condition stated in the Agreement and pursu

October 1, 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

konared8k093015.htm 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 30, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of

October 1, 2015 EX-10.6

Gemini Master Fund Ltd. Warrant, dated September 30, 2015.

konaredexh106.htm Exhibit 10.6 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 REGISTRAT

October 1, 2015 EX-10.2

Black Mountain Equities Inc. Promissory Note, dated as of September 30, 2015.

konaredexh102.htm Exhibit 10.2 THIS SECURITY 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 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR

October 1, 2015 EX-10.3

Black Mountain Equities Inc. Warrant, dated September 30, 2015.

konaredexh103.htm Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 REGISTRAT

October 1, 2015 EX-10.1

Securities Purchase Agreement, dated September 30, 2015, by and between the Company and Black Mountain Equities Inc.

konaredexh101.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 30th day of September, 2015 by and between KONARED CORPORATION, a Nevada corporation (the ?Company?), and BLACK MOUNTAIN EQUITIES INC., a California limited liability company (the ?Investor?). WHEREAS, upon the terms and condition stated in the Agreement and pursuant

October 1, 2015 EX-10.5

Gemini Master Fund Ltd. Promissory Notes, dated as of September 30, 2015.

konaredexh105.htm Exhibit 10.5 THIS SECURITY 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 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR

August 18, 2015 EX-10.3

Warrant, dated August 18, 2015.

konaredexh103.htm Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE 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 REGISTRAT

August 18, 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

konared8k081715.htm 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 August 18, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (C

August 18, 2015 EX-10.1

Purchase Agreement, dated as of August 18, 2015, by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC

konaredexh101.htm Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 18th day of August, 2015 by and between KONARED CORPORATION, a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS, upon the terms and condition stated in the Agreement and pursuant to

August 18, 2015 EX-10.2

Senior Convertible Note, dated as of August 18, 2015.

konaredexh102.htm Exhibit 10.2 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A

August 11, 2015 EX-99.1

KonaRed Hires former POM Wonderful Executive as New President & COO

konaredexh991.htm Exhibit 99.1 KonaRed Hires former POM Wonderful Executive as New President & COO Kyle Redfield brings industry specific sales and managerial experience KOLOA, Hawaii, August 11, 2015 ? KonaRed Corporation (OTCQB: KRED), a food and beverage company based on the exclusive and highly functional Hawaiian CoffeeBerry? coffee fruit from Kona, Hawaii, announced today that it has hired K

August 11, 2015 8-K

KonaRed KONARED 8K, 08.10.15 (Current Report/Significant Event)

knoared8k081015.htm 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 August 10, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (C

August 11, 2015 EX-10.1

Employment Agreement

konaredexh101.htm Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement''), dated as of August 10, 2015 (the ?Effective Date") is made and entered into by and between the KonaRed Corporation, a Nevada corporation (the "Company"), and Kyle Redfield (the "Executive"). WITNESSETH: WHEREAS, the Company wishes to employ the Executive as the Company's President

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact name o

July 17, 2015 424B3

Filed Pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No. 333-205496 Up to 21,666,667 Shares of Common Stock KONARED CORPORATION

konared424b3.htm Filed Pursuant to Rule 424(b)(3) Under the Securities Act of 1933, as amended Registration No. 333-205496 Up to 21,666,667 Shares of Common Stock KONARED CORPORATION The selling stockholders identified in this prospectus may offer and sell up to 21,666,667 shares of our common stock, consisting of: (i) 1,666,667 shares of common stock sold to Lincoln Park Capital Fund LLC (?Lincol

July 15, 2015 CORRESP

KonaRed ESP

konaredcorresp071515.htm KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 July 15, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Assistant Director Re: KonaRed Corporation (the ?Company?) Registration Statement on Form S-1 (the ?Registration Statement?) filed July 6, 2015 F

July 15, 2015 CORRESP

KonaRed ESP

konaredcorresp071515.htm KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 July 15, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: John Reynolds Assistant Director Re: KonaRed Corporation (the ?Company?) Registration Statement on Form S-1 (the ?Registration Statement?) filed July 6, 2015 F

July 13, 2015 EX-99.3

KonaRed Corporation Investor Fact Sheet

konaredexh993.htm Exhibit 99.3

July 13, 2015 EX-99.2

KonaRed Corporation Brochure

konaredexh992.htm Exhibit 99.2

July 13, 2015 EX-99.1

KonaRed Corporation Letter to Shareholders

konaredexh991.htm Exhibit 99.1

July 13, 2015 8-K

Other Events

konared8k071315.htm 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 July 13, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Com

July 6, 2015 EX-10.35

Form of subscription agreement

Exhibit 10.35 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”), made as of the last date set forth on the signature page hereof, is between KonaRed Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is offering (the “Offering”) up to Shares 12,500,000 restricted common shares (“Shares”) at a pric

July 6, 2015 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 2080 99-0366971 (State or other

As filed with the Securities and Exchange Commission on July 2, 2015 Registration No.

June 18, 2015 8-K

KonaRed KONARED 8K, 06.15.15 (Current Report/Significant Event)

konared8k061915.htm 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 June 15, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Com

June 18, 2015 EX-10.2

Registration Rights Agreement, dated as of June 16, 2015, by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC

konaredexh102.htm Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 16, 2015, by and between KONARED CORPORATION, a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein

June 18, 2015 EX-10.1

Purchase Agreement, dated as of June 16, 2015, by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC

konaredexh101.htm Exhibit 10.1 PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2015, by and between KONARED CORPORATION, a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, a

June 18, 2015 EX-10.3

Amended and Restated Warrant issued to Lincoln Park Capital Fund, LLC

konaredexh103.htm Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECU

June 8, 2015 EX-10.1

Subordinated Promissory Note issued to Solait Corp June 5, 2015

konaredexh101.htm Exhibit 10.1 KONARED CORPORATION FUNDS ADVANCE - TERM SHEET This preliminary term is subject to completion of definitive documents and execution by both KonaRed and funder (“Funder”). Such definitive documents will detail the rights and obligations of the parties and contain customary representations, warranties and indemnifications. Material terms of the Funds Advance are as fol

June 8, 2015 8-K

KonaRed KONARED 8K, 06.05.15 (Current Report/Significant Event)

konared8k060515.htm 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 June 5, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Comm

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 o TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact name

April 13, 2015 10-K

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 Fiscal Year Ended December 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 1

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 Fiscal Year Ended December 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 00055208 KONARED CORPORATION (Exact name of r

March 31, 2015 NT 10-K

KonaRed KONARED 12B-25 EXTENSION FOR 10K, 12.31.14

konarednt10k123114.htm OMB Number: 3235-0058 Expires: August 31, 2015 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 000-55208 CUSIP NUMBER: 50048Y104 (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

January 23, 2015 EX-10.1

Convertible Debenture Purchase Agreement, dated as of January 20, 2015, by and between KonaRed Corporation and Group 10 Holdings, LLC

Exhibit 10.1 CONVERTIBLE DEBENTURE PURCHASE AGREEMENT This CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this “Agreement”), is entered into as of January 20, 2015, by and among KonaRed Corporation, a Nevada corporation (the “Company”), and Group 10 Holdings, LLC (the “Investor”). Each party to this Agreement is referred to herein as a “Party,” and they are referred to collectively as the “Parties.” WH

January 23, 2015 8-K

Entry into a Material Definitive Agreement

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 January 20, 2015 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0366971 (State or other jurisdiction of (Commission (IRS Empl

December 31, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

KonaRed Corporation - Form 8-K - Filed by newsfilecorp.com 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 December 29, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 000-55208 99-0

December 31, 2014 EX-10.1

Employment Agreement

KonaRed Corporation - Exhibit 10.1 - Filed by newsfilecorp.com EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement''), dated as of December 29, 2014 (the “Effective Date") is made and entered into by and between the KonaRed Corporation, a Nevada corporation (the "Company"), and John Dawe (the "Executive"). WITNESSETH: WHEREAS, the Executive is currently employed as

December 18, 2014 424B3

Prospectus 42,750,000 Shares KONARED CORPORATION Common Stock

KonaRed Corporation - Form 424B3 - Filed by newsfilecorp.com Filed pursuant to Rule 424(b)(3) Registration No. 333-198804 Prospectus 42,750,000 Shares KONARED CORPORATION Common Stock The selling stockholders identified in this prospectus may offer and sell up to 42,750,000 shares of our common stock that have been issued as a result of the dissolution of Sandwich Isles Trading Co. Inc. (“Sandwich

December 12, 2014 CORRESP

KRED / KonaRed Corp CORRESP - -

KonaRed Corporation: Correspondence - Filed by newsfilecorp.com KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 December 12, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Registration Statement on Fo

December 4, 2014 EX-10.30

Sandwich Isles Trust Agreement

Exhibit 10.30 DECLARATION OF IRREVOCABLE TRUST FOR THE SANDWICH ISLES TRADING CO., INC. TRUST, DATED SEPTEMBER 16, 2014, James W. Kniest, Jr., TRUSTEE. This Declaration of Irrevocable Trust is made this 16th day of September, 2014, by and between Shaun Roberts as the CEO and sole remaining representative of SANDWICH ISLES TRADING CO. INC., a Hawaiian Corporation in the process of winding up and di

December 4, 2014 CORRESP

KRED / KonaRed Corp CORRESP - -

KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 December 4, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Registration Statement on Form S-1 Filed September 18, 2014 File No. 333-198804 Thank you for

December 4, 2014 S-1/A

KRED / KonaRed Corp S-1/A - - KONARED S-1 AMENDMENT 1, 12.04.14

Registration No. 333-198804 As filed with the Securities and Exchange Commission on December 4, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KonaRed Corporation (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization)

November 21, 2014 CORRESP

KRED / KonaRed Corp CORRESP - -

KonaRed Corporation - SEC Correspondence - Filed by newsfilecorp.com KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 November 21, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Registration Statement

November 10, 2014 CORRESP

KRED / KonaRed Corp CORRESP - -

KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 November 10, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Registration Statement on Form S-1 Filed September 18, 2014 File No. 333-198804 Thank you fo

November 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER 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 SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact n

October 21, 2014 CORRESP

KRED / KonaRed Corp CORRESP - -

KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 October 20, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Registration Statement on Form S-1 Filed September 18, 2014 File No. 333-198804 Thank you for

October 10, 2014 CORRESP

KRED / KonaRed Corp CORRESP - -

KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 October 10, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Registration Statement on Form S-1 Filed September 18, 2014 File No. 333-198804 Thank you for

September 19, 2014 SC 13D

KRED / KonaRed Corp / Roberts Shaun - KONARED SCHEDULE 13D FOR SHAUN ROBERTS, 09.17.14 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KonaRed Corporation (Name of Issuer) Common Shares with a par value of $0.001 (Title of Class of Securities) 50048Y104 (CUSIP Number) Shaun Roberts 1101 Via Callejon #200 San Clemente, CA 92673 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

September 18, 2014 EX-10.30

Sandwich Isles Trust Agreement

Exhibit 10.30 DECLARATION OF IRREVOCABLE TRUST FOR THE SANDWICH ISLES TRADING CO., INC. TRUST, DATED SEPTEMBER 16, 2014, James W. Kniest, Jr., TRUSTEE. This Declaration of Irrevocable Trust is made this 16th day of September, 2014, by and between Shaun Roberts as the CEO and sole remaining representative of SANDWICH ISLES TRADING CO. INC., a Hawaiian Corporation in the process of winding up and di

September 18, 2014 SC 13D

KRED / KonaRed Corp / Schorr Steven M - KONARED SCHEDULE 13D FOR STEVEN SCHORR, 09.17.14 Activist Investment

SC 13D 1 konaredsc13dschorr.htm KONARED SCHEDULE 13D FOR STEVEN SCHORR, 09.17.14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KonaRed Corporation (Name of Issuer) Common Shares with a par value of $0.001 (Title of Class of Securities) 50048Y104 (CUSIP Number) Steven Schorr 1101 Via Callejon #200 San Clemente, CA 9267

September 18, 2014 8-K

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 September 17, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-17642

September 18, 2014 S-1

KRED / KonaRed Corp S-1 - Registration Statement - KONARED S-1, 09.17.14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KonaRed Corporation (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 2080 (Primary Standard Industrial Classification Code Number) 99-0366971 (I.R.S. Employer Identification Number) 2829

August 21, 2014 8-K

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

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 August 14, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-176429 (

August 13, 2014 EX-99.1

KonaRed Founder, CEO, President Addresses Share Price "Our Business Has Never Been in Better Shape"

Exhibit 99.1 KonaRed Founder, CEO, President Addresses Share Price "Our Business Has Never Been in Better Shape" Koloa, HI. August 13, 2014 - KonaRed Corporation (OTCBB/OTCQB: KRED), manufacturers of Antioxidant Juices and nutritional supplements from the exclusive Hawaiian CoffeeBerry®, coffee fruit from Kona, Hawaii, today released the following letter to shareholders: Dear KonaRed Shareholders:

August 13, 2014 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 August 13, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-176429 (

August 1, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SEC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact name of registrant as specifi

July 1, 2014 SC 13D

KRED / KonaRed Corp / Schorr Steven M - KONARED SCHEDULE 13D FOR STEVEN SCHORR, 05.08.14 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KonaRed Corporation (Name of Issuer) Common Shares with a par value of $0.001 (Title of Class of Securities) 50048Y104 (CUSIP Number) Steven Schorr 1101 Via Callejon #200 San Clemente, CA 92673 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

July 1, 2014 SC 13D

KRED / KonaRed Corp / Roberts Shaun - KONARED SCHEDULE 13D FOR SHAUN ROBERTS, 05.08.14 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 KonaRed Corporation (Name of Issuer) Common Shares with a par value of $0.001 (Title of Class of Securities) 50048Y104 (CUSIP Number) Shaun Roberts 1101 Via Callejon #200 San Clemente, CA 92673 (Name, Address and Telephone Number of Person Authorized to Receive Notices and

June 4, 2014 S-8 POS

- KONARED S-8 POST EFFECTIVE AMENDMENT 1, 05.29.14

Registration no.333-196154 As filed with the Securities and Exchange Commission on May 29, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment Number 1 /A to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation

May 29, 2014 S-8 POS

- KONARED S-8 POST EFFECTIVE AMENDMENT 1, 05.29.14

Registration no.333-196154 As filed with the Securities and Exchange Commission on May 29, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment Number 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or

May 22, 2014 S-8

- KONARED S-8, 05.21.14

Commission File No. 000-55208 As filed with the Securities and Exchange Commission on May 21, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 2080 (Primary Stand

May 22, 2014 EX-4.1

KonaRed Corporation 2014 Flexible Stock Plan

Exhibit 4.1 KONARED CORPORATION 2014 FLEXIBLE STOCK PLAN ARTICLE I NAME AND PURPOSE 1.1 Name. The name of the Plan is the "KonaRed Corporation Flexible Stock Plan." 1.2 Purpose. The Company has established the Plan to attract, retain, motivate and reward Employees and other individuals, to encourage ownership of the Company's Common Stock by Employees and other individuals, and to promote and furt

May 20, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 000-55208 KONARED CORPORATION (Exact name of registrant as specif

May 15, 2014 NT 10-Q

- KONARED 12B-25 EXTENSION FOR 10Q, 03.31.14

OMB Number: 3235-0058 Expires: August 31, 2015 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 8, 2014 424B3

10,769,192 Shares KONARED CORPORATION Common Stock

KonaRed Corporation: Form 424B3 - Filed by newsfilecorp.com Filed Pursuant to Rule 424(b)(3) Registration No. 333-194742 Prospectus 10,769,192 Shares KONARED CORPORATION Common Stock The selling stockholders identified in this prospectus may offer and sell up to 10,769,192 shares of our common stock, consisting of: (i) 1,136,364 shares of common stock issued to Lincoln Park Capital Fund, LLC (“Lin

May 8, 2014 8-A12G

- FORM 8-A12G

KonaRed Corp: Form 8-A12G - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 99-0366971 (State of incorporation or organization) (I.R.S. E

May 7, 2014 EX-10.1

10.1 - Employment Agreement with Michael Halsey

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made as of May 1, 2014, by and between KonaRed Corporation, a Hawaii corporation ("KonaRed' or the “Company”), and Mike Halsey, an individual residing at 11 Via Cancion, San Clemente, CA 92673 (“Employee”). NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto he

May 7, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - KONARED 8K, 05.01.14

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 May 1, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-176429 (Comm

May 7, 2014 EX-99.1

KonaRed Corporation Hires Experienced Retail Industry Executive Michael Halsey as VP/Chief Operating Officer

Exhibit 99.1 KonaRed Corporation Hires Experienced Retail Industry Executive Michael Halsey as VP/Chief Operating Officer Koloa, Hawaii. May 6, 2014: KonaRed Corporation (www.KonaRed.com ) (OTCQB: KRED), developers of the exclusive Hawaiian CoffeeberryÒ wellness beverages and nutritional products which are sold in select Vitamin Shoppe, Whole Foods, Walmart, Safeway, Sprouts, 7-Eleven, and many ot

May 6, 2014 CORRESP

-

KonaRed Corporation - Exhibit 99.1 - Filed by newsfilecorp.com KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 May 6, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the "Company") Amendment No. 2 to Registration Sta

May 5, 2014 CORRESP

-

KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 May 5, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the "Company") Amendment No. 1 to Registration Statement on Form S-1 Filed April 22, 2014 File No. 333-194742 Tha

May 5, 2014 S-1/A

- FORM S-1/A

KonaRed Corporation: Form S-1 - Filed by newsfilecorp.com Registration No. 333-194742 As filed with the Securities and Exchange Commission on May 5, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or

April 28, 2014 EX-10.2

Exhibit 10.2 - Splash Beverages Sales and Marketing Agreement

Exhibit 10.2 - Sales and Marketing Agreement SALES AND MARKETING SERVICES AGREEMENT BY AND BETWEEN KONARED CORPORATION AND SPLASH BEVERAGE GROUP, INC. This Marketing Services Agreement is entered into this 22nd day of April, 2014, (the "Effective Date"), by and between KonaRed Corporation, (“Client”), and Splash Beverage Group, Inc. ("Consultant"). Capitalized terms in this Agreement have the same

April 28, 2014 EX-99.1

KonaRed Corporation Executes Sales & Marketing Agreement to Expand Major U.S. Distribution Deal with Splash Beverage Group

Exhibit 99.1 - Press Release KonaRed Corporation Executes Sales & Marketing Agreement to Expand Major U.S. Distribution Deal with Splash Beverage Group Koloa, HI-April 25, 2014-KonaRed Corporation (OTCBB/OTCQB: KRED), manufacturers of Antioxidant Juices derived from the exclusive, world famous Hawaiian CoffeeBerry®, coffee fruit from Kona, Hawaii, announced today that it has formally expanded its

April 28, 2014 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 March 22, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-176429 (C

April 28, 2014 EX-10.1

Exhibit 10.1 - Splash Beverages Group Confidential Distribution Agreement

Exhibit 10.1 - Confidential Distribution Agreement CONFIDENTIAL DISTRIBUTION AGREEMENT This Confidential Distribution Agreement (the “Agreement”) is entered into this 22nd day of April 2014 (the “Effective Date”), by and between SPLASH BEVERAGE GROUP, INC., a Nevada corporation with its principal place of business at One East Broward Boulevard, Suite 700, Fort Lauderdale, Florida 33301 (“Distribut

April 22, 2014 S-1/A

- FORM S-1/A

KonaRed Corporation: Form S-1 - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 2080 (Primary Standard Industrial Classification Code Number

April 22, 2014 CORRESP

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KonaRed Corporation: Correspondence - Filed by newsfilecorp.com KONARED CORPORATION 2829 Ala Kalanikaumaka St., Suite F-133 Koloa, HI 96756 April 21, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the "Company") Registration Statement on Form

March 27, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - KONARED 8K, 03.26.14

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 March 26, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-176429 (C

March 27, 2014 EX-16.1

Exhibit 16.1 - Letter from Anton & Chia LLP

Exhibit 16.1 March 27, 2014 U.S. Securities and Exchange Commission Office of the Chief Accountant 100F Street Northeast Washington, DC 20549-2000 RE: KONARED CORPORATION File No. 333-176429 Dear Sir or Madam: We have read Item 4.01 of Form 8-K dated March 27, 2014 of KonaRed Corporation (“the Registrant”) and are in agreement with the statements contained therein as it pertains to our firm. We ha

March 21, 2014 S-1

Registration Statement - FORM S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 2080 (Primary Standard Industrial Classification Code Number) 99-0366971 (I.R.S. Employer Identification Number) 2829

March 20, 2014 EX-14.1

Code of Ethics(8)

EXHIBIT 14.1 KONARED CORPORATION CODE OF ETHICS AND BUSINESS CONDUCT FOR THE DIRECTORS AND SENIOR OFFICERS This Code (the “Code”) applies to all Directors, the Board Chair, the Chair of the Audit Committee of the Board, the President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and other persons who may perform senior management functions for KonaRed Corporation (t

March 20, 2014 10-K/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 333-176429 KONARED CORPORATION (Exact name of registrant

March 19, 2014 EX-99.36

Booth #8423 at Natural Products

99.36 KonaRed Corporation to Exhibit at Booth #8423 at Natural Products Expo West, March 7-9 in Anaheim, California – Company to Officially Introduce Newest Product: Coconut Water With Hawaiian Super Fruit; Company Ambassador and World Champion Paddleboarder, Jamie Mitchell, to Make Live Expo Appearance and Sign Free Copies of His Eye-Catching Surfing Poster March 4, 2014. Koloa, Hawaii - KonaRed

March 19, 2014 EX-99.37

KonaRed Becomes Official Supplier

99.37 KonaRed Becomes Official Supplier for USA Volleyball Cup 2014 COLORADO SPRINGS, CO, Mar 10, 2014 - KonaRed Corporation (www.KonaRed.com) (OTCBB: KRED); USA Volleyball has signed an agreement with KonaRed Corporation ( www.KonaRed.com )KRED 0.00% designating the beverage producer as an Official Supplier for the USA Volleyball Cup 2014, a series of events featuring the U.S. Men’s and Women’s N

March 19, 2014 EX-99.15

KonaRed Selected to Participate in

99.15 KonaRed Selected to Participate in Kroger’s “Taste of Tomorrow” Program October 15, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of KonaRed nutritional products made from Hawaiian-sourced Kona Coffee Fruit, announced today that its KonaRed Hawaiian Superfruit Antioxidant Juice will be featured in

March 19, 2014 EX-99.34

KonaRed Corporation Adds Southern

99.34 KonaRed Corporation Adds Southern Wine & Spirits to Its Distribution Network to Cover Nevada; Company Also Adds Great State Beverages, Blue Coast Beverages, Haralambos Beverage Company, and Central Beverage Company to Expand Its National Reach February 26, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED), through its partnership with Splash Beverage Group, announc

March 19, 2014 EX-99.26

KonaRed Corporation Introduces

99.26 KonaRed Corporation Introduces New Bottle Designs for Its KonaRed Original, Green Tea, and Soon-to- Debut Coconut Water With Hawaiian Superfruit January 22, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED); developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in Whole Foods, Safeway, Sprouts, 7-Eleven, and many retail outlets throughout

March 19, 2014 EX-99.33

KonaRed Expands Presence Across

99.33 KonaRed Expands Presence Across Canada With Product Availability at More Than 80 Save-On-Foods Locations Canada’s Largest Western Grocery Chain, Overwaitea Food Group, to Help Spread the KonaRed Brand Throughout B.C. and Alberta February 14, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED), developers of the powerful Hawaiian Coffee Fruit wellness beverage which i

March 19, 2014 EX-99.17

KonaRed® Sponsored Coffee Fruit

99.17 KonaRed® Sponsored Coffee Fruit Research Reports Positive Results at the 15th International Congress of Immunology in Milan, Italy October 28, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of KonaRed, a powerful antioxidant-rich wellness beverage made from coffee fruit announces positive results fo

March 19, 2014 EX-99.16

KonaRed® Corporation Completes

Exhibit 99.16 KonaRed® Corporation Completes Merger with Sandwich Isles Trading Co. Inc. and Commences Trading as KRED October 17, 2013. Kalaheo, HI – KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of KonaRed nutritional products made from Hawaiian sourced Kona Coffee Fruit, is pleased to announce the completion of a going p

March 19, 2014 EX-10.1

- Services Agreement with John Dawe

KonaRed Corporation: Exhibit 10-1 - Filed by newsfilecorp.com Engagement Agreement John Dawe, CFA March 18, 2014 Dear John, This letter is confirmation of your acceptance of KonaRed Corporation's (the "Company") offer for the position of Chief Financial Officer ("CFO"). Per our discussions, the terms of the engagement are as follows: Title: Chief Financial Officer, and Secretary & Treasurer Engage

March 19, 2014 EX-99.21

KonaRed Corporation Adds Some

99.21 KonaRed Corporation Adds Some Green to Its Product Line-Up With Introduction of Organic Green Tea December 16, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of the powerful antioxidant-rich wellness beverage made from the exclusive Hawaiian Coffee Fruit, announced today the January 2014 availabilit

March 19, 2014 EX-99.19

KonaRed® Corporation Signs Agreement With Verdi Consultants to Launch KonaRed RX Line of Nutritional Supplements

99.19 KonaRed® Corporation Signs Agreement With Verdi Consultants to Launch KonaRed RX Line of Nutritional Supplements November 7, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of the powerful antioxidant-rich wellness beverage made from the exclusive Hawaiian Coffee Fruit, has signed an agreement with V

March 19, 2014 EX-99.29

KonaRed Corporation Re-Signs

99.29 KonaRed Corporation Re-Signs Paddleboarding World Champion Jamie Mitchell to Its List of Company Ambassadors January 28, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED), developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in select Whole Foods, Safeway, Sprouts, 7-Eleven, and many other retail outlets throughout the U.S. and Canada, t

March 19, 2014 8-K

Financial Statements and Exhibits, Other Events - KONARED 8K, 03.19.14

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 March 19, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 333-176429 (C

March 19, 2014 EX-99.24

ABC Stores First to Carry KonaRed

99.24 ABC Stores First to Carry KonaRed Hawaiian Superfruit with Organic Green Tea January 9, 2014. KALAHEO, Hawaii — KonaRed Corporation (www.KonaRed.com) (OTCQB: KRED); developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in such retailers as Kmart, Wal-mart, 7-Eleven, Longs Drugs, Walgreens, and Whole Foods stores throughout Hawaii and California; announced today tha

March 19, 2014 EX-99.18

KonaRed® Spreads a Little Sunshine

99.18 KonaRed® Spreads a Little Sunshine Throughout Canada with Official Launch of its Hawaiian Superfruit Antioxidant Beverages in The Great White North November 5, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of KonaRed, a powerful antioxidant-rich wellness beverage made from the exclusive Hawaiian Co

March 19, 2014 EX-17.1

- Resignation letter received from Dana Roberts

KonaRed Corporation: Exhibit 17.1 - Filed by newsfilecorp.com EXHIBIT 17.1 RESIGNATION OF POSITIONS AS DIRECTOR AND OFFICER TO: Board of Directors – KonaRed Corporation (the "Company") Please accept this letter as my resignation of the positions of: Member of the Board of Directors; and as Chief Financial Officer and Secretary and Treasurer of KonaRed Corporation. Such resignation to be effective

March 19, 2014 EX-99.31

KonaRed Corporation Offers Glimpse

99.31 KonaRed Corporation Offers Glimpse Into Its California Bottling Facility With New Website Videos February 4, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED), developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in select Whole Foods, Safeway, Sprouts, 7-Eleven, and many other retail outlets throughout the U.S. and Canada, has posted fi

March 19, 2014 EX-99.30

KonaRed Corporation Enters Into

99.30 KonaRed Corporation Enters Into Licensing Partnership With Innovative Biotech and Food Ingredient Supplier VDF FutureCeuticals, Inc. February 4, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED), developers of the popular Hawaiian Coffee Fruit wellness beverage sold throughout the U.S. and Canada, is pleased to announce that it is officially joining forces with bio

March 19, 2014 EX-99.23

KonaRed Corporation Joins Forces

99.23 KonaRed Corporation Joins Forces With Splash Beverage Group to Expand Distribution of KonaRed Products Throughout US January 6, 2014. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of KonaRed, a powerful antioxidant-rich wellness beverage made from coffee fruit announced today that the Company has entered

March 19, 2014 EX-99.20

KonaRed® Corporation Becomes

99.20 KonaRed® Corporation Becomes Official Wellness Beverage for Molokai 2 Oahu World Championships of Paddleboarding 2014 and 2015 November 26, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of the powerful antioxidant-rich wellness beverage made from the exclusive Hawaiian Coffee Fruit, announced today

March 19, 2014 EX-99.35

KonaRed Corporation Renews

99.35 KonaRed Corporation Renews Agreement With Hawaii-Based Paradise Beverages to Distribute KonaRed Original and Green Tea Products to Whole Foods, Wal-Mart, Foodland, and 7-Eleven Stores Throughout Hawaii March 3, 2014. Koloa, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED), through its partnership with Splash Beverage Group, announced today that it has renewed its agreement with

March 19, 2014 EX-99.28

KonaRed Corporation Closes

99.28 KonaRed Corporation Closes $1 Million Dollar Private Placement Investment January 28, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED); developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in Whole Foods, Safeway, Sprouts, 7-Eleven, and many retail outlets throughout the U.S. and Canada, today announced it has closed a private placement

March 19, 2014 EX-99.27

KonaRed Corporation Issues Status

99.27 KonaRed Corporation Issues Status Report Regarding Retail Distribution January 27, 2014. Kalaheo, Hawaii - KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED); developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in Whole Foods, Safeway, Sprouts, 7-Eleven, and many retail outlets throughout the U.S. and Canada; wishes to issue a status report which provides appro

March 19, 2014 EX-99.22

KonaRed Corporation Announces

99.22 KonaRed Corporation Announces Availability of 10.5 oz Single Serve Bottles of KonaRed Original Company – Also Provides Q4 Summary of Events December 20, 2013. Kalaheo, HI - KonaRed Corporation (formerly TeamUpsport Inc.) (OTCBB: KRED) (OTCQB: KRED) (“KonaRed” or the “Company”), the developers of KonaRed, a powerful antioxidant-rich wellness beverage made from coffee fruit announced today the

March 19, 2014 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 8-K

KonaRed Corporation: Form 8-K - Filed by newsfilecorp.com 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 March 19, 2014 Date of Report (Date of earliest event reported) KONARED CORPORATION (Exact name of small business issuer as specified in its charter) Nevada 333-176429 99-0366

March 19, 2014 EX-99.38

KonaRed Corporation Names

Exhibit 99.38 KonaRed Corporation Names Mr. John Dawe as New CFO and Welcomes Mr. Bill Van Dyke, Former Chairman of the Council for Responsible Nutrition, To Company's Board of Directors Koloa, HI, March 19, 2013: KonaRed Corporation (www.KonaRed.com ) (OTCBB: KRED); manufacturers of Antioxidant Juices, Organic Green Teas, Coconut Waters and On-the-Go Packets developed from extracts and powders fr

March 19, 2014 EX-99.25

KonaRed Corporation Inks Five-Year

99.25 KonaRed Corporation Inks Five-Year Contract for Exclusive Supply of Hawaiian Coffee Fruit From Greenwell Farms of Hawaii January 15, 2014. KALAHEO, Hawaii — KonaRed Corporation (www.KonaRed.com) (OTCQB: KRED); developers of the powerful Hawaiian Coffee Fruit wellness beverage which is sold in such retailers as Kmart, Wal-mart, 7-Eleven, Longs Drugs, Walgreens, and Whole Foods stores througho

March 19, 2014 EX-99.32

KonaRed Enters Into $12 Million

EX-99.32 19 konaredexh9932.htm KONARED 8K, PRESS RELEASE 99.32 KonaRed Enters Into $12 Million Purchase Agreement With Lincoln Park Capital Fund, LLC February 6, 2014. Kalaheo, Hawaii - KonaRed Corporation (OTCBB: KRED) (“KonaRed” or the “Company”), developers of the powerful coffee fruit wellness beverage which is sold in select Whole Foods, Safeway, Sprouts, 7-Eleven, and many other retail outle

March 18, 2014 10-K

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 Fiscal Year Ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

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 Fiscal Year Ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File # 333-176429 KONARED CORPORATION (Exact name of registrant as

March 18, 2014 EX-14.1

Code of Ethics

EXHIBIT 14.1 KONARED CORPORATION CODE OF ETHICS AND BUSINESS CONDUCT FOR THE DIRECTORS AND SENIOR OFFICERS This Code (the “Code”) applies to all Directors, the Board Chair, the Chair of the Audit Committee of the Board, the President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer and other persons who may perform senior management functions for KonaRed Corporation (t

March 4, 2014 CORRESP

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March 4, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Form 8-K/A Filed February 3, 2014 File No.

March 4, 2014 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, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Completion of Acquisition or Disposition of Assets - KONARED 8K AMENDMENT 5, 03.04.14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 5 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS

February 5, 2014 EX-10.2

Registration Rights Agreement, dated as of February 3, 2014, by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC.

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 3, 2014, by and between KONARED CORPORATION, a Nevada corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined here

February 5, 2014 EX-10.1

Purchase Agreement, dated as of February 3, 2014, by and between KonaRed Corporation and Lincoln Park Capital Fund, LLC.

Exhibit 10.1 Execution Version PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2014, by and between KONARED CORPORATION, a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor

February 5, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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) February 3, 2014 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of incor

February 5, 2014 EX-99.1

KonaRed Enters Into $12 Million Purchase Agreement with Lincoln Park Capital Fund, LLC

EX-99.1 4 konaredexh991.htm KONARED 8K, PRESS RELEASE Exhibit 99.1 KonaRed Enters Into $12 Million Purchase Agreement with Lincoln Park Capital Fund, LLC KALAHEO, HI, February 5, 2014 – KonaRed Corporation (OTCBB:KRED) (“KonaRed” or the “Company”), developers of the powerful coffee fruit wellness beverage which is sold in select Whole Foods, Safeway, Sprouts, 7-Eleven, and many other retail outlet

February 5, 2014 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - KONARED 8K AMENDMENT 1, 12.12.13

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) December 12, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of in

February 3, 2014 EX-99.4

KONARED CORPORATION PROFORMA FINANCIAL STATEMENTS Condensed Proforma Balance Sheets

EX-99.4 2 konaredexh994.htm KONARED 8K AMENDMENT 4, PROFORMA FINANCIALS Exhibit 99.4 KONARED CORPORATION PROFORMA FINANCIAL STATEMENTS Condensed Proforma Balance Sheets (Unaudited) KonaRed Corporation September 30, 2013 Sandwich Isles Trading Co. Inc. Sept 30, 2013 Proforma Adjustments Proforma Adjusted Totals September 30, 2013 ASSETS CURRENT ASSETS Cash (Note 2) $ — $ 16,021 $ 800,000 $ 816,021

February 3, 2014 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 Date of Report (Date of earliest event reported) January 27, 2014 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of incor

February 3, 2014 EX-10.1

Senior Convertible Note

Exhibit 10.1 EXECUTION COPY 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. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO

February 3, 2014 CORRESP

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KONARED CORPORATION 2829 Ala Kalani Kaumaka St., Suite F-133 Koloa, HI 96756 February 3, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Form 8-K/A Filed January 14, 2013 File No. 333-176429 The Company writes in response to your

February 3, 2014 EX-10.3

KONARED CORPORATION

Exhibit 10.3 EXECUTION COPY 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. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATIO

February 3, 2014 EX-10.4

Registration Rights Agreement

Exhibit 10.4 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT, dated as of January 28, 2014 (this “Agreement”), by and between KonaRed Corporation, a Nevada corporation (the “Company”), and VDF FutureCeuticals, Inc., an Illinois corporation (the “Investor”). WHEREAS, pursuant to the Settlement Agreement, dated as of January 28, 2014, by and between the Company and the Investor (the “Settlement Agreeme

February 3, 2014 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, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Completion of Acquisition or Disposition of Assets - KONARED 8K AMENDMENT 4, 02.03.14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 4 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS

February 3, 2014 EX-10.2

Pledge and Security Agreement

Exhibit 10.2 EXECUTION COPY PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 28, 2014 by and between KONARED CORPORATION, a Nevada corporation (the “Grantor”), and VDF FUTURECEUTICALS, INC., an Illinois corporation (the “Secured Party

February 3, 2014 EX-10.4

Form of warrant certificate (US Purchaser)

Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES UNDERLYING THIS SECURITY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933

February 3, 2014 EX-10.5

Investor Rights Agreement

EX-10.5 6 konaredexh105.htm KONARED 8K, INVESTOR RIGHTS AGREEMENT Exhibit 10.5 EXECUTION COPY INVESTOR RIGHTS AGREEMENT INVESTOR RIGHTS AGREEMENT, dated as of January 28, 2014 (this “Agreement”), by and between KonaRed Corporation, a Nevada corporation (the “Company”) and VDF FutureCeuticals, Inc., an Illinois corporation (“Investor”). WHEREAS, Investor and the Company are entering into that certa

February 3, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - KONARED 8K, 01.28.14

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 28, 2014 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of incor

February 3, 2014 EX-10.3

Form of warrant certificate (non US Purchaser)

Exhibit 10.3 THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS,

February 3, 2014 EX-10.1

Form of securities purchase agreement 2013 Stock Option Plan (non US purchaser)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 27th day of January, 2014 by and between KONARED CORPORATION, a Nevada corporation (the “Company”), and (the “Investor”). WHEREAS, upon the terms and condition stated in the Agreement and pursuant to Regulation S of the 1933 Act (as defined below), the Investor wishes to purchase, and

February 3, 2014 EX-10.2

Form of securities agreement 2013 Stock Option Plan (US purchaser)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the 27th day of January, 2014 by and between KONARED CORPORATION, a Nevada corporation (the “Company”), and (the “Investor”). WHEREAS, upon the terms and condition stated in the Agreement and pursuant to Section 4(a)(2) of the 1933 Act (as defined below) and Rule 506 of Regulation D promul

January 17, 2014 EX-10.1

Form of Stock Option Agreement (US persons no plan)

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.

January 17, 2014 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 Date of Report (Date of earliest event reported) November 25, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of inco

January 14, 2014 EX-16.1

Letter from MaloneBailey, LLP dated January 14, 2014 re change in certifying accountant

Exhibit 16.1 January 14, 2014 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Item 4.01 included in the Form 8-K/A dated January 14, 2014 of Konared, Inc.. to be filed with the Securities and Exchange Commission and are in agreement with the statements related to our firm. Sincerely, /s/ MaloneBailey, LLP MaloneBailey, LLP Ho

January 14, 2014 CORRESP

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KONARED CORPORATION 2829 Ala Kalani Kaumaka St., Suite F-133 Koloa, HI 96756 January 14, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Form 8-K/A Filed December 24, 2013 File No. 333-176429 The Company writes in response to you

January 14, 2014 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, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Completion of Acquisition or Disposition of Assets - KONARED 8K AMENDMENT 3, 01.14.14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS

January 14, 2014 EX-99.4

KONARED CORPORATION PROFORMA FINANCIAL STATEMENTS Condensed Balance Sheets

Exhibit 99.4 KONARED CORPORATION PROFORMA FINANCIAL STATEMENTS Condensed Balance Sheets (Unaudited) KonaRed Corporation September 30, 2013 Sandwich Isles Trading Co. Inc. Sept 30, 2013 Proforma Adjustments Proforma Adjusted Totals September 30, 2013 ASSETS CURRENT ASSETS Cash (Note 2) $ — $ 16,021 $ 1,100,000 $ 1,116,021 Accounts receivable — 55,062 — 55,062 Inventories — 323,584 — 323,584 Total c

January 14, 2014 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Sandwich Isles Trading Co., Inc Kalaheo, Hawaii We have audited the accompanying balance sheets of Sandwich Isles Trading Co., Inc. (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These finan

January 14, 2014 EX-99.3

SANDWICH ISLES TRADING CO., INC. Condensed Balance Sheets

Exhibit 99.3 SANDWICH ISLES TRADING CO., INC. Condensed Balance Sheets September 30, 2013 (unaudited) December 31, 2012 ASSETS CURRENT ASSETS Cash $ 16,021 $ 7,383 Accounts receivable 55,062 6,735 Inventories (Note 4) 323,584 153,492 Total current assets 394,667 167,610 OTHER ASSETS 13,144 13,144 Total Assets $ 407,811 $ 180,754 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts pa

January 10, 2014 EX-10.2

Form of Stock Option Agreement 2013 Stock Option Plan (non-US persons)

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.

January 10, 2014 EX-10.1

Form of Stock Option Agreement for 2013 Stock Option Plan (US persons)

THE OPTIONS REPRESENTED BY THIS AGREEMENT ARE NOT TRANSFERABLE. NEITHER THE OPTIONS NOR THE OPTIONED SHARES THAT MAY BE ISSUED UPON EXERCISE OF THE OPTIONS HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN OR WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 A

January 10, 2014 EX-99.1

KONARED CORPORATION 2013 STOCK OPTION PLAN

KONARED CORPORATION 2013 STOCK OPTION PLAN This 2013 Stock Option Plan (the “Plan”) provides for the grant of options to acquire shares of common stock, US $0.

January 10, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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 Date of Report (Date of earliest event reported) December 12, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of inco

December 24, 2013 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, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Completion of Acquisition or Disposition of Assets - KONARED 8K AMENDMENT 2, 10.04.13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K /A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 4, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99 -0366971 (State or other jurisdiction (Commission (IR

December 24, 2013 EX-99.4

KONARED CORPORATION PROFORMA FINANCIAL STATEMENTS Condensed Balance Sheets

EX-99.4 4 konaredexh994.htm KONARED 8K AMENDMENT 2, PROFORMA FINANCIALS Exhibit 99.4 KONARED CORPORATION PROFORMA FINANCIAL STATEMENTS Condensed Balance Sheets (Unaudited) KonaRed Corporation September 30, 2013 Sandwich Isles Trading Co. Inc. Sept 30, 2013 Proforma Adjustments Proforma Adjusted Totals September 30, 2013 ASSETS CURRENT ASSETS Cash $ — $ 16,021 $ — $ 16,021 Accounts receivable — 55,

December 24, 2013 CORRESP

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KONARED CORPORATION 2829 Ala Kalani Kaumaka St., Suite F-133 Koloa, HI 96756 December 24, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 USA Attention: John Reynolds Assistant Director Dear Sirs: Re: KonaRed Corporation (the “Company”) Form 8-K Filed October 10, 2013 File No. 333-176429 The Company writes in response to your

December 24, 2013 EX-99.3

SANDWICH ISLES TRADING CO., INC. Condensed Balance Sheets

Exhibit 99.3 SANDWICH ISLES TRADING CO., INC. Condensed Balance Sheets September 30, 2013 (unaudited) December 31, 2012 ASSETS CURRENT ASSETS Cash $ 16,021 $ 7,383 Accounts receivable 55,062 6,735 Inventories (Note 4) 323,584 153,492 Total current assets 394,667 167,610 OTHER ASSETS 13,144 13,144 Total Assets $ 407,811 $ 180,754 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts pa

December 24, 2013 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors Sandwich Isles Trading Co., Inc Kalaheo, Hawaii We have audited the accompanying balance sheets of Sandwich Isles Trading Co., Inc. (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These finan

December 18, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - KONARED 8K, 12.16.13

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 16, 2013 KONARED CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-176429 99-0366971 (State or other jurisdiction (Commission (IRS Employer of inco

December 18, 2013 EX-10.1

EX-10.1

EX-10.1 2 konaredexh101.htm KONARED 8K, TERMINATION AGREEMENT Exhibit 10.1

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