UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~ 16August 24, 2016

HIGH PERFORMANCE BEVERAGES COMPANY

(Exact name of registrant as specified in its charter)

Nevada		000-55973		27-3566307
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5137 E. Armor St., Cave Creek, AZ 85331

(Address of principal executive offices) (Zip code)

602.326.8290

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~License~~Convertible Promissory ~~Agreement~~Note

On August 124, 2016 ~~the Company entered into a license Agreement~~ (the “~~License~~Effective ~~Agreement~~Date”), ~~with~~High Performance SCBeverages Company~~/ProProm~~, ~~Mexico~~a Nevada corporation (the “~~Licensee~~Company”), .sold ~~Pursuant~~an toOriginal ~~the~~a ~~License~~12% ~~Agreement~~Convertible ~~the~~Promissory ~~Company~~Note ~~granted~~in ~~Licensee~~ the ~~exclusive,~~principal ~~non-sublicenseable~~amount ~~and~~of ~~non-assignable right within Mexico~~$50,000 ~~Central~~(the ~~America~~“Note”) ~~and~~for ~~South~~cash ~~America and~~consideration ~~any~~of ~~other~~$40,227 ~~areas~~with ~~granted~~$9,773 inbeing retained by the ~~future~~purchase toof ~~use~~ the ~~Trademarks~~Note ~~and~~through ~~Other~~an IPoriginal ~~solely~~issue indiscount ~~connection~~for ~~with~~due ~~the~~diligence ~~development, manufacture, distribution, marketing~~ and ~~sale~~legal offees ~~one~~related orto ~~more~~the ~~“Sports~~Note ~~Performance Drinks~~purchase.

The ~~initial~~Note ~~term~~may be converted into common stock of the ~~License~~Company at ~~Agreement~~any istime ~~three~~after ~~years~~the ~~and~~Maturity ~~provided Licensee~~Date isat ~~not~~a inprice ~~default~~equal ~~under~~to 60% of the ~~Agreement~~lowest trading price of the ~~term~~Company’s common stock during the 10 consecutive trading days prior to the date on which Holder elects to convert all or part of the ~~Agreement~~Note. ~~shall~~However, beIf ~~automatically~~the ~~extended~~Company is ~~for~~placed ~~one~~on ~~additional~~“chilled” ~~three~~status with the Depository Trust Company (“DTC”), the discount shall be increased ~~period~~by ~~upon~~10%, ~~mutually~~i.e., ~~agreeable~~from ~~terms~~40% to 50%, ~~unless~~until ~~either~~such ~~party~~chill ~~notifies~~is remedied. If the ~~other~~Company ~~party~~is innot ~~writing~~Deposits atand ~~least~~Withdrawal ~~ninety~~at Custodian (90“DWAC”) ~~days~~eligible ~~prior~~through totheir Transfer Agent and DTC’s Fast Automated Securities Transfer (“FAST”) system, the ~~then-scheduled~~discount ~~expiration~~will be increased by 5%, i.e., from 40% to 45%. In the case of both, the ~~Term~~discount ~~that~~shall ~~such~~be a ~~party~~cumulative ~~elects~~increase ~~not~~of to15%, ~~extend~~i.e., ~~the~~from ~~Term~~40% to 55%.

~~The~~Any ~~term~~default of the ~~Licensee~~Note ~~shall~~(as ~~pay~~set forth in the ~~Company~~Note) ~~royalties~~not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 40% to 50%, in addition to any other discount, to the Conversion Price discount. Additionally, if an event of default occurs (as defined in the Note), the outstanding principal amount of the Note shall become at the holder’s electing immediately due an amount equal to 150% of ~~$10~~the aoutstanding ~~case~~principal byamount ~~all~~of ~~sales~~the ~~and~~Note. ~~other~~Commencing ~~transfers~~5 days after the occurrence of ~~licensed~~any ~~products~~event ~~and~~of ~~payments~~default that results in the eventual acceleration of ~~$18~~the Note,~~750~~ the Note will accrue an additional interest, in addition to the Note’s guaranteed interest at a rate equal to the lesser of 22% per ~~quarter~~annum or the maximum rate permitted by applicable law.

~~Pro Proms goal is to create~~The ~~name~~Note ~~recognition~~matures ~~and~~on ~~brand~~August ~~awareness for the High Performance Sports Drink in the countries of Mexico~~16, ~~Central~~2017 &(“Maturity ~~South~~Date”). ~~America, in~~The ~~order~~Company tomay ~~distribute~~prepay ~~and sell~~ the ~~product~~Note byas ~~making it synonymous with already established sports drink brands like Gatorade, which are already available in various regions throughout Mexico and Latin America.~~follows:

Per the Licensing Agreement, a bottling company has been selected and both High Performance Beverage and Pro Prom are in the process of completing exclusivity, non-disclosure contracts and permitting in order to commence production.

Days Since Effective Date		Prepayment Amount
Under 30		100% of Principal Amount
31-60		110% of Principal Amount
61-90		120% of Principal Amount
91-120		130% of Principal Amount
121-150		140% of Principal Amount
151-180		150% of Principal Amount

~~A full~~After ~~production~~180 ~~run~~days offrom ~~High~~the ~~Performance~~Effective ~~Sports~~Date ~~Drink~~the ~~is expected~~Note tomay ~~start~~not inbe ~~September~~prepaid ~~2016~~without written consent from holder.

The Note ~~foregoing~~shall ~~descriptions~~not ofbe ~~the~~converted ~~License Agreement referred~~ to ~~above do~~the ~~not~~extent ~~purport~~that tosuch beconversion ~~complete~~would ~~and~~result ~~are qualified~~ in ~~its~~beneficial ~~entirety~~ownership by ~~reference to~~ the ~~Note,~~holder aand ~~copy~~its ofaffiliates to ~~which~~own ~~are~~more ~~attached~~than to9.99% ~~this Current~~of ~~Report~~the onissued ~~Form 8-K~~ and ~~incorporated~~outstanding ~~into~~shares ~~this~~of ~~Item~~the byCompany’s ~~reference~~common stock.

~~Settlement~~Exchange Agreement ~~Payoff~~and Exchange Note

OnEffective ~~July~~as 16of August 24, 2016 the Company ~~fully~~entered ~~completed~~into ~~our~~an ~~obligations under~~exchange ~~the~~agreement ~~Settlement~~(“Exchange Agreement”) with Iconic Holdings, ~~dated~~LLC ~~and~~(“Holder’). ~~approved~~On onor ~~August~~before 5November 20, 2015, the ~~entered~~Company ~~into~~had ~~between,~~previously ~~Overtime~~issued ~~Marketing~~to ~~SE,~~an ~~LLC~~investor ~~and Kenny Hansmire~~ (~~collectively~~ the “~~Plaintiffs~~Original Investor”) ~~and~~a ~~High~~promissory ~~Performance~~note ~~Beverage~~in ~~Company~~the ~~and~~amount ~~Toby~~of ~~McBride (collectively the “Defendants”)~~$250,000 (~~the~~ “~~Settlement~~Note ~~Agreement~~A”). ~~Under~~and ~~the~~on ~~terms~~or ofbefore ~~the~~February ~~Settlement~~5, ~~Agreement~~2016, the ~~Defendants~~Company ~~were~~had toissued ~~jointly~~a ~~and~~promissory ~~severally pay~~note to the ~~Plaintiffs~~Original aInvestor ~~certain~~in the principal amount of $82,500 (“Note B” and collectively with Note A, the “~~Settlement~~Original ~~Payment~~Notes”). AsThe ofOriginal Notes ~~July~~were 16purchased by the Holder on February 5, 2016 ~~the~~and ~~Company~~exchanged ~~has~~into ~~paid~~a ~~100%~~new note in the principal amount of $108,897.55 (the ~~Settlement~~“Exchange ~~Payment~~Note”).

~~Convertible~~In ~~Promissory~~connection with the Exchange Agreement, the Holder entered into a Debt Assignment wherein the Holder acquired $110,000 of the Original Notes ($110,000 in principal and $0 in accrued but unpaid interest, together the “Note Portion”) from the Original Investor. Pursuant to the Exchange Agreement the Company issued the Exchange Note to the Holder in the aggregate original principal amount of $108,897.55 in exchange for the surrender and cancellation of the Note Portion. The Exchange Note is being issued in substitution and not in satisfaction of the Note Portion, however, upon the issuance of the Exchange Note the Note Portion will be deemed cancelled.

OnThe ~~August~~Exchange ~~24,~~Note ~~2016~~matures ~~(the~~on ~~“Effective~~August ~~Date”)~~16, ~~High~~2017 ~~Performance Beverages~~and ~~Company,~~has ~~a Nevada corporation (the “Company”), sold~~ an ~~Original~~interest rate aof 12% ~~Convertible~~per Promissory Note in the principal amount of $50,000 (the “Note”) for cash consideration of $40,227 with $9,773 being retained by the purchase of the Note through an original issue discount for due diligence and legal fees related to the Note purchaseannum.

The ~~Note~~Conversion ~~may~~Price ~~be converted into common stock~~ of the ~~Company~~Exchange atNote is ~~any time~~be ~~after the Maturity Date at a price~~ equal to 60% of the lowest trading price of the Company’s common stock during the 10 consecutive trading days prior to the date on which ~~Holder~~holder elects to convert all or part of the Note. ~~However,~~ If the Company is placed on “chilled” status with the Depository Trust Company (“DTC”), the discount shall be increased by 10%, i.e., from 40% to 50%, until such chill is remedied. If the Company is not Deposits and Withdrawal at Custodian (“DWAC”) eligible through their Transfer Agent and DTC’s Fast Automated Securities Transfer (“FAST”) system, the discount will be increased by 5%, i.e., from 40% to 45%,. In the case of both, the discount shall be a cumulative increase of 15%, i.e., from 40% to 55%. Any default of the Exchange Note not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 40% to 50%, in addition to any other discount to the Conversion Price discount.

2Commencing 5 days after the occurrence of any event of default (as defined in the Exchange Note), in addition to the Exchange Note’s guaranteed interest at a rate equal to the lesser of 20% per annum or the maximum rate permitted under applicable law.

Any default of the Note (as set forth in the Note) not remedied within the applicable cure period will result in a permanent additional 10% increase, i.e., from 40% to 50%, in addition to any other discount, to the Conversion Price discount. Additionally, if an event of default occurs (as defined in the Note), the outstanding principal amount of the Note shall become at the holder’s electing immediately due an amount equal to 150% of the outstanding principal amount of the Note. Commencing 5 days after the occurrence of any event of default that results in the eventual acceleration of the Note, the Note will accrue an additional interest, in addition to the Note’s guaranteed interest at a rate equal to the lesser of 22% per annum or the maximum rate permitted by applicable law.2

The foregoing descriptions of the Note ~~matures~~and onthe ~~August~~Exchange 16Agreement, and ~~2017~~Exchange ~~(“Maturity~~Note ~~Date”). The~~referred ~~Company~~to ~~may~~above ~~prepay~~do not purport to be complete and are qualified in its entirety by reference to the Note asand Exchange ~~follows:~~Note, copies of which are attached to this Current Report on Form 8-K and incorporated into this Item by reference.

Days Since Effective Date		Prepayment Amount
Under 30		100% of Principal Amount
31-60		110% of Principal Amount
61-90		120% of Principal Amount
91-120		130% of Principal Amount
121-150		140% of Principal Amount
151-180		150% of Principal Amount

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act’), for the private placement of the securities referenced herein pursuant to Section 4(2) of the Act since, among other things, the transaction did not involve a public offering. The Exchange Note was also issue in reliance on 3(a)(9) under the Act.

~~After 180 days from the Effective Date the Note may not be prepaid~~License ~~without written consent from holder.~~Agreement

~~The~~On August ~~Note~~1, ~~shall~~2016 ~~not~~the beCompany ~~converted~~entered tointo a license Agreement (the ~~extent~~“License ~~that~~Agreement”) ~~such~~with ~~conversion~~SC Company/ProProm Mexico ~~would~~(“Licensee”) ~~result~~. inPursuant ~~beneficial~~to ~~ownership~~the byLicense Agreement the ~~holder~~Company granted Licensee the exclusive, non-sublicenseable and non-assignable ~~its~~right ~~affiliates~~within Mexico, Central America and South America and any other areas granted in the future to ~~own~~use ~~more~~the ~~than~~Trademarks and ~~9.99%~~Other ofIP solely in connection with the ~~issued~~development, manufacture, distribution, marketing and ~~outstanding~~sale ~~shares~~ of ~~the~~one ~~Company’s~~or ~~common~~more ~~stock~~“Sports Performance Drinks.

~~Item~~The initial ~~2.03~~term ~~Creation~~ of athe ~~Direct~~License ~~Financial~~Agreement ~~Obligation~~is orthree anyears ~~Obligation~~and provided Licensee is not in default under anthe ~~Off-Balance~~Agreement ~~Sheet~~the ~~Arrangement~~term of athe Agreement ~~Registrant~~shall be automatically extended for one additional three period upon mutually agreeable terms, unless either party notifies the other party in writing at least ninety (90) days prior to the then-scheduled expiration of the Term that such party elects not to extend the Term.

The term ~~information~~the ~~contained~~Licensee inshall ~~Item~~pay ~~1.01~~the ~~with~~Company ~~respect~~royalties toin the ~~Note, the~~amount ~~Exchange~~of ~~Agreement~~$10 a case by all sales and ~~the~~other ~~Exchange~~transfers ~~Note~~of islicensed ~~hereby~~products and ~~incorporated~~payments ~~herein~~of by$18,750 ~~reference~~per quarter.

~~Item~~The foregoing ~~3.02~~descriptions ~~Unregistered~~of ~~Sales~~the License Agreement referred to above do not purport to be complete and are qualified in its entirety by reference to the Note, a copy of ~~Equity~~which ~~Securities~~are attached to this Current Report on Form 8-K and incorporated into this Item by reference.

~~The information contained in~~ Item 1 2.0103 ~~with~~Creation ~~respect~~of toa ~~the~~Direct ~~Note~~Financial ~~and the~~Obligation ~~Exchange~~or ~~Agreement~~an ~~and~~Obligation ~~the~~under ~~Exchange~~an ~~Note~~Off-Balance isSheet ~~hereby~~Arrangement ~~incorporated~~of ~~herein~~a ~~by reference~~Registrant.

The information contained in Item 91.01 with ~~Financial~~respect ~~Statements~~to the Note, the Exchange Agreement and ~~Exhibits~~the Exchange Note is hereby incorporated herein by reference.

~~(d) Exhibits~~Item 3.02 Unregistered Sales of Equity Securities.

Exhibit Number		Description
4.1		Original Issue 12% Convertible Promissory Note
99.1		License Agreement between High Performance Beverages Co. and SC Company/ProProm Mexico

The information contained in Item 1.01 with respect to the Note and the Exchange Agreement and the Exchange Note is hereby incorporated herein by reference.

3Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Number		Description
4.1		Original Issue 12% Convertible Promissory Note
4.2		12% Convertible Exchange Note
99.1		License Agreement between High Performance Beverages Co. and SC Company/ProProm Mexico
99.2		Exchange Agreement

	HIGH PERFORMANCE BEVERAGES COMPANY
Dated: September 6, 2016	By:	/s/ Toby McBride
		Name: Toby McBride
		Title: Chief Executive Officer

4SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HIGH PERFORMANCE BEVERAGES COMPANY

Dated: August 26, 2016	By:	/s/ Toby McBride
		Name: Toby McBride
		Title: Chief Executive Officer

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