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~~September 30, 2013

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-33300

ALL AMERICAN PET COMPANY, INC. ~~(Exact name of registrant as specified in its charter)~~

(Exact name of registrant as specified in its charter)

Nevada		91-2186665
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1100 Glendon Ave, 17th Floor
Los Angeles, California		90024
(Address of principal executive offices)		(Zip Code)

(310) 689-7355 ~~(Registrant’s telephone number, including area code)~~

~~Indicate by check mark whether the issuer~~ (1)Registrant’s ~~filed~~telephone all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)number, ~~and~~including ~~(2)~~area ~~has been subject to such filing requirements for the past 90 days.~~code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o Smaller reporting company x (Do not check if a smaller reporting company) ~~Smaller reporting company x~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

~~Yes~~Indicate ~~¨ No~~the xnumber of shares of outstanding of each of the Registrant’s classes of common equity, as of the last practicable date: As of March 13, 2014, the Registrant had outstanding 1,421,917,109 shares of Common Stock, no shares of Preferred Stock, and warrants exercisable for 5,000,000 shares of Common Stock.

Indicate the number of shares of outstanding of each of the Registrant’s classes of common equity, as of the last practicable date: As of August 12, 2013, the Registrant had outstanding 1,162,818,233 shares of Common Stock, no shares of Preferred Stock, and warrants exercisable for 5,000,000 shares of Common Stock.

ALL AMERICAN PET COMPANY, INC.

FOR THE ~~SIX~~THREE AND NINE MONTHS ENDED

~~June~~September 30, 2013

Index to Report on Form 10-Q

		~~Page~~	Page
PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements (unaudited)		3
	Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	3
	Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012			3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012			4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012			5
	Notes to Condensed Consolidated Financial Statements	6		6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16		17
Item 3	Quantitative and Qualitative Disclosures about Market Risk	21		22
Item 4	Controls and Procedures	21		22
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	23		24
Item 1A	Changes in Risk Factors	24		25
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	25		25
Item 3	Defaults Upon Senior Securities	25		26
Item 4	Mine Safety Disclosures	25		26
Item 5	Other Information	25		26
Item 6	Exhibits	26		27
	Signatures	27		28
	Certifications

PART I –- FINANCIAL INFORMATION

Item 1. Financial Statements.

ALL AMERICAN PET COMPANY, INC.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	Unaudited			Audited
	June 30,			December 31,
	September 30,			December 31,
	2013			2012
ASSETS
Current Assets:
Cash	$	5352,~~130~~633		$	13,376
Accounts receivable		18,665			-
Accounts Receivable		84,367			-
Prepaid expenses		2,107,817			-
Prepaid Expenses		9,300			-
Inventory		~~741~~95,~~568~~561			715,869
Total current assets		2241,~~921,180~~861			729,245
Machinery and equipment, net		~~158~~149,~~642~~726			69,366
Other assets		6485,~~236~~736			85,290
TOTAL ASSETS	$	3477,~~144,058~~323		$	883,901
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities:
Bank overdraft	$	89,626		$	90,095
Accounts payable		2,~~634~~816,~~018~~673			2,605,638
Current portion contest prize		166,665			133,332
Settlement and judgments payable		~~890~~887,~~488~~056			877,999
Share guarantee liability		393,000			400,000
Share guarntee liability		379,000			400,000
Accrued wages		510,~~269~~277			36,678
Placement fees payable		2018,~~306~~249			54,372
Accrued payroll taxes		939,098			889,711
Grid note advances, net of discount of $516,257 in 2013		25,000			-
Grid note advances, net of debt discount		92,096			-
Notes payable, net of debt discount		~~112~~91,~~635~~136			50,000
Accrued interest		54103,~~641~~798			47,897
Total current liabilities		5,~~330~~593,~~746~~674			5,185,722
Long-term liabilities:
Net present value contest prize obligation		~~247~~252,~~243~~772			269,518
Total long-term liabilities		~~247~~252,~~243~~772			269,518
TOTAL LIABILITIES		5,577,989			5,455,240
TOTAL LIABILITTIES	$	5,846,446		$	5,455,240
COMMITMENTS AND CONTINGENCIES
Stockholders' deficit
Common stock, $0.001 par value; authorized 3,000,000,000 shares at June 30, 2013 and December 31, 2012; issued and outstanding June 30, 2012 (1,020,239,381) and December 31, 2012 (695,494,866)		1,017,740			695,495
Common stock, $0.001 par value; authorized 3,000,000,000 shares
Additional paid-in capital		22,050,773			18,486,273
at September 30, 2013 and December 31, 2012;
Common stock payable		527,216			677,156
issued and outstanding at September 30, 2013 (1,296,159,433)
and December 31, 2012 (695,494,866)	$	1,296,159		$	695,495
Additional paid-in capital		23,622,956			18,486,273
Common stock payable		109,700			677,156
Common stock receivable		(142,000	)		(142,000	)
Accumulated deficit		(2529,~~380~~170,~~474~~899	)		(23,729,397	)
Non-controlling interest		(~~507~~1,~~186~~085,039	)		(558,866	)
Total Stockholders' deficit		(2,433,931	)		(4,571,339	)
Total Stockolders' deficit		(5,369,123	)		(4,571,339	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	3477,~~144,058~~323		$	883,901

See accompanying notes to the consolidated financial statements.

ALL AMERICAN PET COMPANY, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

	Unaudited			Unaudited			Unaudited			Unaudited
	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenue	$	2084,~~947~~963		$	136,~~429~~067		$	~~113~~198,~~491~~454		$	1319,~~429~~496
Slotting fees		-			(~~2,499~~112	)		-			(2,~~499~~611	)
Net sales		2084,~~947~~963			105,~~930~~955			~~113~~198,~~491~~454			1016,~~930~~885
Cost of goods sold		43766,~~566~~792			53,~~514~~174			~~116~~883,~~330~~122			58,~~514~~688
GROSS PROFIT <LOSS>		(22681,~~619~~829	)		52,~~416~~781			(2684,~~839~~668	)		58,~~416~~197
OPERATING EXPENSES
Sales and marketing		63140,~~252~~128			~~100~~70,~~261~~790			~~129~~269,~~783~~911			~~177~~248,~~733~~523
General and administrative		~~727~~3,~~919~~370,307			~~406~~588,~~056~~196			14,~~241~~611,~~148~~455			~~749~~1,~~549~~337,745
TOTAL OPERATING EXPENSES		~~791~~3,~~171~~510,435			~~506~~658,~~317~~986			14,~~370~~881,~~931~~366			~~927~~1,~~282~~586,268
LOSS FROM OPERATIONS		(~~813~~4,~~790~~192,264	)		(~~500~~656,~~901~~205	)		(15,~~373~~566,~~770~~034	)		(~~921~~1,~~866~~578,071	)
OTHER EXPENSE/(INCOME)
Gain on settlement		-			(131,912	)		-			(131,912	)
Loss (Gain) on settlement		-			70,966			-			(60,946	)
Interest expense		83201,~~747~~014			27,~~914~~745			~~225~~401,~~627~~641			6491,~~016~~761
TOTAL OTHER EXPENSE		83201,~~747~~014			~~(103~~98,~~998~~711	)		~~225~~401,~~627~~641			~~(67~~30,~~896~~815	)
LOSS BEFORE TAXES		(~~897~~4,~~537~~393,278	)		(~~396~~754,~~903~~916	)		(15,~~599~~967,~~397~~675	)		(~~853~~1,~~970~~608,886	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(~~897~~4,~~537~~393,278	)	$	(~~396~~754,~~903~~916	)	$	(15,~~599~~967,~~397~~675	)	$	(~~853~~1,~~970~~608,886	)
Net income (loss) attributable to noncontrolling interest		(10,196	)		(23,117	)		51,681			(43,012	)
Net loss attributable to noncontrolling interest	$	(577,854	)	$	(17,246	)	$	(526,173	)	$	(60,258	)
NET LOSS ATTRIBUTABLE TO ALL AMERICAN PET COMPANY, INC.	$	(~~887~~3,~~341~~815,424	)	$	(~~373~~737,~~786~~670	)	$	(15,~~651~~441,~~078~~502	)	$	(~~810~~1,~~958~~548,628	)
BASIC AND DILUTED LOSS PER COMMON SHARE		(0.001	)		(0.001	)		(0.002	)		(0.002	)
BASIC AND DILUTED LOSS PER COMMON SHARES	$	(0.003	)	$	(0.001	)	$	(0.006	)	$	(0.004	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (BASIC AND DILUTTED)		878,254,407			464,088,522			795,336,774			407,745,257
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (BASIC AND DILUTED)		1,174,504,526			603,853,435			921,774,429			470,615,556

See accompanying notes to the consolidated financial statements.

ALL AMERICAN PET COMPANY, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS

	Unaudited			Unaudited
	Six Months Ended June 30,
	Nine Months Ended September 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15,~~599~~967,~~397~~675	)	$	(~~853~~1,~~970~~608,886	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		1426,~~696~~113			~~227~~8,008
Amortization of contest prize		1116,~~058~~587			1015,~~426~~629
Amortization of prepaid consulting fees		87,330
Amortization of debt discount to interest expense		158,992			-
Amortization of debt discounts to interest expense		40,839
Common stock issued as additional financing cost		106,500			-
Common stock issued as additional financing cost		100,000
Gain on settlement		-			(60,946	)
Gain on settlement		-			(131,912	)
Common stock issued for services		3,077,729			-
Common stock issued for services		8,381			10,768
(Increase) decrease in:
Accounts receivable		(1884,~~665~~367	)		-(448	)
Inventory		~~(25~~620,~~699~~308	)		(~~363~~359,~~198~~873	)
Other assets		21,054			(16,765	)
Prepaid expenses		(9,300	)		(17,033	)
Other assets		(446	)		(61,615	)
Increase (decrease) in:
Accounts payable		28211,~~380~~036			~~804~~134,~~865~~967
Accounts payable former officer		-			(15,000	)
Accounts payable to former officer		-			(15,000	)
Accrued officer/consulting salaries		-			(~~258~~57,~~293~~070	)
Accrued payroll taxes		49,387			6574,~~882~~848
Accrued liabilities		14(26,~~593~~401	)		-
Settlements and judgments		129,~~489~~057			~~2,064~~-
Accrued interest		655,~~744~~901			-(16,868	)
NET CASH USED IN OPERATING ACTIVITIES		1,248,810			(744,906	)
Advances to officers		-			(371,117	)
NET CASH USED IN OPERATING ACTIVITIES	$	(1,756,579	)	$	(2,335,404	)
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment purchases	$	(~~103~~106,~~972~~473	)	$	(4866,~~428~~042	)
NET CASH FLOW USED BY INVESTING ACTIVITIES		(103,972	)		(48,428	)
NET CASH FLOW USED IN INVESTING ACTIVITIES	$	(106,473	)	$	(66,042	)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft	$	(469	)	$	(~~809~~795	)
Proceeds from notes payable - others		107,000			-
Payment on notes payable - other		-			(80,000	)
Proceeds from notes payable - Grid note		541,257			-
Net payments for placement of common stock		-			(63,612	)
Placement fees paid		(75,000	)
Proceeds from notes payable - others		186,000			-
Proceeds from sale of common stock		819,748			1,540,947
Proceeds from notes payable - Grid note (net)		639,170			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,392,536			1,540,138
Placement fees paid		(36,123	)		-
Increase in cash and cash equivalents		39,754			746,804
Proceeds from sale of common stock		1,113,731			2,618,406
NET CASH PROVIDED BY FINANCING ACTIVITIES	$	1,902,309		$	2,473,999
Increase in cash and cash equivalents	$	39,257		$	72,553
Cash at beginning of period		13,376			2,396
CASH AT END OF PERIOD	$	5352,~~130~~633		$	~~749~~74,~~200~~949
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest	$	-		$	-
Income taxes	$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued as additional financing cost	$	~~100~~106,~~000~~500		$	-
Common stock issued for placement fees	$	86,920		$	-
Common stock issued for services	$	3,077,729		$	-
Accrual of placement fees	$	84,474		$	-
Conversion of debt for shares of common stock	$	103,500		$	-
Common stock issued for services	$	2,095,419		$	-
Debt discount associated with Grid Note beneficial conversion feature	$	541,257		$	-
Conversion of debt for shares of common stock	$	-		$	116,047

See accompanying notes to the consolidated financial statements.

~~NOTES~~ALL TOAMERICAN ~~CONDENSED~~PET ~~CONSOLIDATED~~COMPANY, ~~FINANCIAL STATEMENTS~~INC.

~~1. ORGANIZATION,~~Notes ~~BASIS~~to OFthe ~~PRESENTATION~~Condensed ~~AND~~Consolidated ~~SUMMARY OF~~Financial ~~SIGNIFICANT ACCOUNTING POLICIES~~ Statements

~~Organization~~September ~~and~~30, ~~Nature of Operations~~ 2013

All American Pet Company, Inc. (“AAPT” or the “Company”) is a developer and marketer of innovative pet wellness products including super-premium dog foods and antibacterial wipes. In 2010 and 2011, AAPT produced, marketed, and sold two super-premium dog foods under the brand names Grrr-nola® Natural Dog Food and Chompions®. Both Grrr-nola® Natural Dog Food and Chompions® were the first dog food products that were formulated for canine heart health and endorsed by a veterinary cardiac surgeon. In 2012, the Company launched its line of Pawtizer™ pet wipes and spray, the pet care industry’s first alcohol-free anti-bacterial dog cleaner. The Company has also announced and is marketing its Mutt™ Great Food for Great Dogs super-premium dry kibble dog food, and its NutraBars™ line of portable, convenient and functional, super-premium 4 ounce dog food bars. Each 4 ounce bar has a kcal equivalent of 8 ounces of super-premium dry dog food.Unaudited

~~All American Pet Company, Inc~~1. ~~was initially organized under the laws of the State of New York (“All American Pet Company~~Organization, ~~Inc.~~Basis ~~NY”)~~Of inPresentation ~~February~~And ~~2003.~~Summary InOf ~~January 2006,~~Significant ~~All~~Accounting American Pet Company, Inc. NY merged into All American Pet Company, Inc. a Maryland corporation (“All American Pet Company, Inc. MD”). In June 2012, All American Pet Company Inc. merged into a Nevada Corporation, (“All American Pet Company, Inc.”). The Company has formed a number of wholly owned subsidiaries to provide for accountability of each of its operations. All American PetCo, Inc. was formed in January 2008 to provide corporate infrastructure and management services. All American Pet Brands, Inc. was formed in April 2009 to be the Company’s manufacturing and warehousing operation. In September 2009, the Company signed a license and distribution agreement with AAP Sales and Distribution Inc., a third party company, that obtained the rights to manufacture and sell certain of the Company’s products on a non-exclusive basis. AAP Sales and Distribution, Inc.’s operations have been consolidated with All American Pet Company, Inc. based on accounting guidelines for Variable Interest Entities.Policies

~~Unless~~Organization ~~the context otherwise requires, references in these financial statements to the “Company” or “AAPT” refer to All American Pet Company, Inc., a Nevada corporation,~~ and ~~its~~Nature subsidiaries, and its predecessors, All-American Pet Company Inc., MD, a Maryland Corporation and All-American Pet Company Inc., NY, a New York corporation. All financial statements give effect to this reincorporation as if it occurred at the beginning of ~~the period.~~Operations

~~Basis~~All American Pet Company, Inc. (“AAPT” or the “Company”) is a developer and marketer of ~~Presentation~~innovative pet wellness products including super-premium dog foods and antibacterial wipes. In 2010 and 2011, AAPT produced, marketed, and sold two super-premium dog foods under the brand names Grrr-nola® Natural Dog Food and Chompions®. Both Grrr-nola® Natural Dog Food and Chompions® were the first dog food products that were formulated for canine heart health and endorsed by a veterinary cardiac surgeon. In 2012, the Company launched its line of Pawtizer™ pet wipes and spray, the pet care industry’s first alcohol-free anti-bacterial dog cleaner. The Company has also announced and is marketing its Mutt™ Great Food for Great Dogs super-premium dry kibble dog food, and its NutraBars™ line of portable, convenient and functional, super-premium 4 ounce dog food bars. Each 4 ounce bar has a kcal equivalent of 8 ounces of super-premium dry dog food.

~~The~~All ~~accompanying~~American ~~consolidated~~Pet ~~financial statements~~Company, ~~have~~Inc. ~~been~~was ~~prepared~~initially inorganized ~~conformity~~under ~~with~~the ~~accounting~~laws ~~principles~~of ~~generally accepted in~~ the ~~United~~State ~~States~~ of ~~America,~~New ~~which contemplate~~York ~~continuation~~(“All ofAmerican ~~the~~Pet Company, asInc. aNY”) ~~going~~in ~~concern~~February 2003. AsIn ~~described~~January ~~below~~2006, ~~the~~All American Pet Company, ~~has~~Inc. ~~incurred~~NY ~~consistent~~merged ~~losses~~into All American Pet Company, ~~limited liquid~~Inc. ~~assets~~a Maryland corporation (“All American Pet Company, ~~significant~~Inc. ~~past~~MD”). ~~due~~In ~~debts~~June 2012, ~~and~~All ~~has~~American aPet ~~stockholders'~~Company ~~deficit~~Inc. ~~These~~merged ~~conditions,~~into ~~among~~a ~~others~~Nevada Corporation, ~~raise~~(“All ~~substantial~~American ~~doubt as~~Pet toCompany, ~~the~~Inc.”). The Company's ~~ability~~has formed a number of wholly owned subsidiaries to ~~continue~~provide asfor aaccountability ~~going~~of ~~concern.~~each ~~These~~of ~~consolidated~~its ~~financial~~operations. ~~statements~~All doAmerican ~~not~~PetCo, ~~include~~Inc. ~~any~~was ~~adjustments that~~formed ~~might~~in ~~result~~January ~~from~~2008 ~~the~~to ~~outcome~~provide ofcorporate ~~this~~infrastructure ~~uncertainty~~and management services. ~~These~~All ~~consolidated~~American ~~financial~~Pet ~~statements~~Brands, doInc. ~~not~~was ~~include~~formed ~~any~~in ~~adjustments relating~~April 2009 to be the ~~recoverability~~Company’s manufacturing and ~~classification~~warehousing ofoperation. ~~recorded~~In ~~asset~~September ~~amounts~~2009, orthe ~~amounts~~Company signed a license and ~~classification~~distribution ofagreement ~~liabilities~~with ~~that might~~AAP beSales ~~necessary~~and ~~should~~Distribution ~~the~~Inc., ~~Company~~a bethird ~~unable~~party company, that obtained the rights to ~~continue~~manufacture asand sell certain of the Company’s products on a ~~going~~non-exclusive ~~concern~~basis. ~~The~~AAP ~~accompanying~~Sales ~~consolidated~~and ~~financial~~Distribution, ~~statements~~ Inc.’s operations have been ~~prepared~~consolidated onwith ~~the~~All ~~accrual~~American ~~basis~~Pet ofCompany, ~~accounting~~Inc. inbased ~~accordance~~on ~~with~~ accounting ~~principles~~guidelines ~~generally~~for ~~accepted~~Variable inInterest ~~the United States~~Entities.

~~The~~Unless ~~accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with~~ the ~~instructions~~context tootherwise ~~Form~~requires, ~~10-Q~~references ~~and Rule 8-03 of Regulation S-X. Accordingly certain information and notes required by generally accepted accounting principles~~ in these ~~annual~~ financial statements ~~have~~to ~~been~~the ~~omitted~~“Company” or ~~condensed.~~“AAPT” ~~These~~refer ~~interim~~to ~~consolidated~~All ~~financial statements~~American ~~should~~Pet beCompany, ~~read~~Inc., ina ~~conjunction~~Nevada ~~with~~corporation, ~~the consolidated financial statements~~ and ~~notes~~its ~~thereto for the year ended December 31~~subsidiaries, ~~2012,~~and asits ~~reported by us in our Annual Report on Form 10-K filed with the SEC on June 17~~predecessors, ~~2013. The year~~All-~~end~~American ~~consolidated~~Pet ~~balance sheet~~Company ~~data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America~~Inc. ~~The consolidated financial statements include all adjustments of a normal recurring nature which~~, ~~in the opinion of management~~MD, ~~are necessary for~~ a ~~fair~~Maryland ~~statement~~Corporation ofand ~~our~~All-American ~~financial~~Pet ~~position~~Company ~~as of June 30~~Inc., ~~2013~~NY, ~~and results~~a ofNew ~~operations~~York ~~and~~corporation. All ~~cash~~financial ~~flows~~statements ~~for~~give ~~the~~effect ~~interim~~to ~~periods~~this ~~presented.~~reincorporation ~~The~~as ~~results~~if ofit ~~operations~~occurred ~~for~~at the ~~three~~beginning ~~and six months ended June 30, 2013 are not necessarily indicative~~ of the ~~results to be expected for the entire year~~period.

~~Previously~~Basis ~~Reported~~of ~~Amounts~~Presentation

~~Certain~~The ~~prior~~accompanying ~~period~~consolidated ~~amounts~~financial statements have been ~~reclassified~~ toprepared ~~conform~~in toconformity with accounting principles generally accepted in the ~~current~~United ~~period~~States ~~presentation.~~of ~~Specifically~~America, ~~approximately~~which ~~$15,000~~contemplate continuation of ~~interest~~the onCompany ~~unpaid~~as ~~payroll~~a ~~taxes~~ going concern. As described below, the Company has ~~been~~incurred ~~reclassified~~consistent ~~from~~losses ~~general~~and has limited liquid assets, significant past due debts, and ~~administrative~~a ~~expenses~~substantial stockholders' deficit. These conditions, among others, raise substantial doubt as to ~~interest~~the ~~expenses~~Company's inability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The accompanying ~~statement~~consolidated financial statements have been prepared on the accrual basis of ~~operations~~accounting in accordance with accounting principles generally accepted in the United States.

InThe ~~addition,~~accompanying ~~during~~consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the ~~preparation~~instructions ~~of this~~to ~~June~~Form ~~30,~~10-Q ~~2013~~and ~~quarterly~~Rule ~~report,~~8-03 ~~management~~of ~~determined~~Regulation ~~that~~S-X. ~~revenues~~Accordingly certain information and ~~accounts~~notes ~~receivable~~required ~~reported~~by generally accepted accounting principles in annual financial statements have been omitted or condensed. These interim consolidated financial statements should be read in conjunction with the ~~Company’s March~~consolidated financial statements and notes thereto for the year ended December 31, ~~2013~~2012, ~~quarterly~~as ~~report~~reported by us in our Annual Report on Form 10-K filed with the SEC on June 2017, 2013,. ~~were~~The ~~overstated~~year-end consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by ~~approximately~~accounting ~~$22,000~~principles generally accepted in the United States of America. AsThe consolidated financial statements include all adjustments of a ~~result~~normal recurring nature which, in the ~~Company’s revenues~~opinion of management, are necessary for a fair statement of our financial position as of September 30, 2013, and results of operations and cash flows for the ~~six~~interim periods presented. The results of operations for the three and nine months ended ~~June~~September 30, 2013 ~~reported~~are innot ~~this~~necessarily ~~quarterly~~indicative ~~report~~of ~~have~~the ~~been~~results ~~adjusted~~to ~~accordingly~~be expected for the entire year.

~~Going Concern and Management’s Plans~~6

~~These~~ALL ~~financial~~AMERICAN ~~statements~~PET have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has a limited operating history and limited funds. As shown in the consolidated financial statementsCOMPANY, the Company incurred a net loss of $1,599,397, and used $1,248,810 cash for operations during the six months ended June 30, 2013, and had a working capital deficit of $2,409,566 and total stockholders’ deficit of $2,433,931 as of June 30, 2013INC. In addition, the Company has limited liquid assets, significant past due debts, including unpaid payroll taxes, and minimal revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

~~The~~Notes ~~Company is dependent upon outside financing~~ to ~~continue operations. Management plans to raise funds via private placements of its common stock and/or~~ the ~~issuance~~Condensed ofConsolidated ~~debt instruments~~Financial to satisfy the capital requirements of the Company’s business plan. There is no assurance that the Company will be able to obtain the necessary funds through continuing equity and debt financing to have sufficient operating capital to execute the Company's business plan. If the Company is able to obtain necessary funds, there is no assurance that the Company will successfully implement its business plan or raise sufficient capital to complete the execution of its business plan. The Company’s continuation as a going concern is dependent on the Company’s ability to raise additional funds through a private placement of its equity or debt securities or other borrowings sufficient to meet its obligations on a timely basis and ultimately to attain profitable operations.Statements

6September 30, 2013

~~Significant Accounting Policies~~ Unaudited

~~Principles~~Previously ofReported ~~Consolidation~~Amounts

~~The~~Certain ~~consolidated~~prior ~~financial~~period ~~statements~~amounts ~~include the~~have ~~accounts~~been ofreclassified ~~All~~to ~~American~~conform ~~Pet~~to ~~Company,~~the ~~Inc.~~current (aperiod ~~Nevada~~presentation. ~~corporation)~~Specifically, ~~and~~approximately ~~its wholly-owned subsidiaries All American PetCo~~$15,000 ~~Inc. (a~~of ~~Nevada~~interest ~~corporation)~~on ~~and~~unpaid ~~All~~payroll ~~American~~taxes ~~Pet~~has ~~Brands,~~been ~~Inc.~~reclassified (afrom ~~Nevada~~general ~~corporation). AAP Sales~~ and ~~Distribution,~~administrative ~~Inc.~~expenses (ato ~~Nevada corporation) is considered a variable~~ interest ~~entity~~expenses ~~and~~in ~~is consolidated because management believes~~ the ~~Company~~accompanying isstatement ~~the~~of ~~primary beneficiary~~operations. ~~All American Pet Company, Inc., All American PetCo, Inc., All American Pet Brands, Inc., and AAP Sales and Distribution Inc., will be collectively referred to herein as the “Company”.~~

~~All~~Going ~~significant~~Concern ~~intercompany balances~~ and ~~transactions~~ ~~have~~Management’s ~~been eliminated in consolidation.~~Plans

~~Use~~These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of ~~Estimates~~assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has a limited operating history and limited funds. As shown in the consolidated financial statements, the Company incurred a net loss of $5,968,000, and used $1,757,000 cash for operations during the nine months ended September 30, 2013, and had a working capital deficit of $5,352,000 and total stockholders’ deficit of $5,369,000 as of September 30, 2013. In addition, the Company has limited liquid assets, significant past due debts, including unpaid payroll taxes, and minimal revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from the outcome of this uncertainty.

The ~~preparation~~Company is dependent upon outside financing to continue operations. Management plans to raise funds via private placements of ~~consolidated~~its ~~financial statements~~common instock ~~conformity~~and/or ~~with~~the ~~accounting~~issuance ~~principles~~of ~~generally~~debt ~~accepted~~instruments into satisfy the ~~United~~capital ~~States~~requirements of ~~America~~the ~~requires~~Company’s ~~management~~business toplan. ~~make estimates~~There ~~and~~is ~~assumptions~~no assurance that ~~affect~~the Company will be able to obtain the ~~reported~~necessary ~~amounts~~funds ofthrough ~~assets~~continuing equity and ~~liabilities~~debt ~~and~~financing ~~disclosure~~to ofhave ~~contingent~~sufficient ~~liabilities~~operating at capital to execute the ~~date~~Company's ofbusiness plan. If the ~~financial~~Company ~~statements~~is ~~and~~able to obtain necessary funds, there is no assurance that the ~~reported~~Company ~~amounts~~will ofsuccessfully ~~revenues~~implement ~~and~~its ~~expenses~~business ~~during~~plan or raise sufficient capital to complete the ~~reporting~~execution ~~period~~of its business plan. ~~Actual~~The ~~results could~~Company’s ~~materially~~continuation ~~differ~~as ~~from~~a ~~those~~going ~~estimates.~~concern ~~Management~~is ~~believes~~dependent ~~that~~on the ~~estimates~~Company’s ~~used~~ability ~~are~~to ~~reasonable.~~raise ~~Significant~~additional ~~estimates made~~funds bythrough ~~management~~a ~~include~~private ~~estimates~~placement ~~for~~of ~~bad~~its ~~debts,~~equity ~~excess~~or ~~and~~debt ~~obsolete~~securities ~~inventory,~~or other borrowings sufficient to meet its obligations on a timely basis and ~~other~~ultimately ~~trade~~to ~~spending~~attain ~~liabilities~~profitable operations.

~~Revenue~~Significant ~~Recognition,~~Accounting ~~Sales Incentives and Slotting Fees~~ Policies

~~Revenues~~Principles ~~are recognized upon passage~~ of ~~title~~ to the customer, typically upon product pick-up, shipment or delivery to customers. The Company’s revenue arrangements with its customers may include sales incentives and other promotional costs such as coupons, volume-based discounts, slotting fees and off-invoice discounts. These costs are typically referred to collectively as “trade spending”. Pursuant to Accounting Standards Codification (“ASC”) Topic 605, these costs are recorded when revenue is recognized and are generally classified as a reduction of revenue. Slotting fees refer to arrangements pursuant to which the retail grocer allows our products to be placed on the store’s shelves in exchange for a slotting fee. Given that there are no written contractual commitments requiring the retail grocers to allocate shelf space for twelve months, the Company expenses the slotting fee at the time orders are first shipped to customers.Consolidation

~~Stock~~The consolidated financial statements include the accounts of All American Pet Company, Inc. (a Nevada corporation), and its wholly-~~based~~owned ~~compensation~~subsidiaries All American PetCo, Inc. (a Nevada corporation) and All American Pet Brands, Inc. (a Nevada corporation). AAP Sales and Distribution, Inc. (a Nevada corporation) is considered a variable interest entity and is consolidated because management believes the Company is the primary beneficiary. All American Pet Company, Inc., All American PetCo, Inc., All American Pet Brands, Inc., and AAP Sales and Distribution Inc., will be collectively referred to herein as the “Company”.

~~The~~All ~~Company~~significant ~~records~~intercompany ~~stock~~balances ~~based~~and ~~compensation in~~transactions ~~accordance~~have ~~with~~been ~~the~~eliminated ~~guidance~~ in ~~ASC Topic 718, which requires the Company to recognize expenses related to the fair value of its employee stock option awards~~consolidation. ~~The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.~~

~~Transactions~~Use ~~with non-employees in which goods or services are the consideration received for the issuance~~ of equity instruments are accounted for based on Transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date on which it is probable that performance will occur.Estimates

~~During~~The ~~the~~preparation ~~quarter~~of ~~ended~~consolidated ~~June~~financial ~~30,~~statements ~~2013, the~~in ~~Company~~conformity ~~issued~~with ~~164,713,742~~accounting ~~shares~~principles ofgenerally ~~its~~accepted ~~common~~in ~~stock~~the toUnited ~~various~~States ~~consultants~~of inAmerica ~~exchange~~requires ~~for~~management ~~consulting~~to make estimates and ~~advisory~~assumptions ~~services~~ that ~~are~~affect ~~expected~~the toreported beamounts ~~rendered~~of toassets ~~the~~and ~~Company~~liabilities ~~over~~and adisclosure ~~period~~ of ~~twelve~~contingent ~~months.~~liabilities ~~The~~at ~~fair~~the ~~value~~date of ~~these~~the ~~shares~~financial ~~has~~statements ~~been capitalized~~ and isthe ~~being~~reported ~~amortized~~amounts toof ~~expense~~revenues ~~over~~and expenses during the reporting period. ~~the~~Actual ~~Company~~results ~~expects~~could tomaterially ~~receive~~differ from those estimates. Management believes that the ~~related~~estimates ~~services~~used are reasonable. AsSignificant ofestimates ~~June~~made ~~30,~~by ~~2013,~~management ~~prepaid expenses~~include ~~related~~estimates tofor ~~these~~bad ~~shares~~debts, ~~issuances~~excess ~~aggregated~~and $2obsolete inventory,~~107,817~~ and other trade spending liabilities.

~~Earnings (Loss) Per Share~~ 7

~~Net~~ALL ~~loss~~AMERICAN ~~per~~PET share is calculated using the weighted average number of common stock outstanding for the period and diluted loss per share is computed using the weighted average number of common stock and dilutive common equivalent stock outstanding. The weighted average number of common stock outstanding was 795COMPANY,~~336,774~~ ~~and 407,745,257 for the six months ended June 30, 2013 and 2012, respectively~~INC. The weighted average number of common stock outstanding was 878,254,407 and 464,088,522 for the three months ended June 30, 2013 and 2012, respectively. Net loss per share and diluted net loss per share are the same for all periods presented.

~~Fair~~Notes ~~Value~~to ofthe ~~Financial~~Condensed ~~Instruments~~Consolidated Financial Statements

~~ASC~~September ~~820~~30, Fair Value Measurements and Disclosures, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. Fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties. The Company considers the carrying amounts of cash, accounts receivable, related party and other receivables, accounts payable, notes payable, related party and other payables, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.2013

7Unaudited

~~ASC~~Revenue ~~820~~Recognition, ~~prioritizes~~Sales ~~the~~Incentives ~~inputs~~and ~~used~~Slotting ~~in measuring fair value into the following hierarchy:~~Fees

~~Level~~Revenues ~~1 Quoted~~are ~~market prices~~recognized upon passage of title to the customer, typically upon product pick-up, shipment or delivery to customers, and when there is evidence of an arrangement, the selling price is fixed or determinable and collectability is reasonably assured. The Company’s revenue arrangements with its customers may include sales incentives and other promotional costs such as coupons, volume-based discounts, slotting fees and off-invoice discounts. These costs are typically referred to collectively as “trade spending”. Pursuant to Accounting Standards Codification (“ASC”) Topic 605, these costs are recorded when revenue is recognized and are generally classified as a reduction of revenue. Slotting fees refer to arrangements pursuant to which the retail grocer allows our products to be placed on the store’s shelves in ~~active~~exchange ~~markets~~for a slotting fee. Given that there are no written contractual commitments requiring the retail grocers to allocate shelf space for ~~identical~~twelve ~~assets~~months, orthe ~~liabilities~~Company expenses the slotting fee at the time orders are first shipped to customers.

~~Level~~Stock-based ~~2 Observable inputs other than those included in Level 1 (for example, quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets).~~compensation

~~Level~~The ~~3 Unobservable inputs~~Company ~~reflecting~~records ~~management’s~~stock ~~own~~based ~~assumptions~~compensation ~~about~~in ~~the~~accordance ~~inputs~~with ~~used~~the guidance in ~~estimating~~ASC Topic 718, which requires the Company to recognize expenses related to the fair value ~~off~~of its employee stock option awards. The Company recognizes the ~~asset~~cost orof ~~liability~~all share-based awards on a graded vesting basis over the vesting period of the award.

~~The~~Transactions ~~Company~~with ~~has~~non-employees noin ~~financial~~which goods or services are the consideration received for the issuance of equity instruments ~~measured~~are ataccounted for based on Transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value on aof ~~recurring~~the consideration received or ~~nonrecurring~~the ~~basis~~fair asvalue of ~~June~~the 30equity instrument issued, ~~2013~~whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or ~~December~~the ~~31,~~date ~~2012~~on which it is probable that performance will occur.

~~Cash~~During ~~Equivalents~~the quarter ended September 30, 2013, the Company issued 129,000,000 shares of its common stock to various consultants in exchange for consulting and advisory services. The fair value of the shares were expensed during the current period. As of September 30, 2013, expenses related to these shares issuances totaled $903,000. During the nine months ended September 30, 2013, the Company issued 294,368,549 shares of its common stock to various consultants in exchange for consulting and advisory services and total stock-based compensation was $3,077,729.

~~Cash~~Earnings ~~equivalents~~(Loss) ~~consist~~Per ~~of highly liquid investments with maturities at the date of purchase of 90 days or less.~~Share

~~Accounts~~Net ~~Receivable~~loss per share is calculated using the weighted average number of common stock outstanding for the period and ~~Allowances~~diluted loss per share is computed using the weighted average number of common stock and dilutive common equivalent stock outstanding. The weighted average number of common stock outstanding was 921,774,429 and 470,615,556 for ~~Uncollectible~~the ~~Accounts~~ nine months ended September 30, 2013 and 2012, respectively. The weighted average number of common stock outstanding was 1,174,504,526 and 603,853,435 for the three months ended September 30, 2013 and 2012, respectively. Net loss per share and diluted net loss per share are the same for all periods presented.

~~Credit~~Fair ~~limits~~Value ~~are established through a process~~ of ~~reviewing~~Financial the financial history and stability of each customer. The Company regularly evaluates the collectability of the trade receivable balances by monitoring past due balances. If it is determined that a customer will be unable to meet its financial obligation, the Company records a specific reserve for bad debts to reduce the related receivable to the amount that is expected to be recovered.Instruments

~~Inventories~~ASC 820, Fair Value Measurements and Disclosures, requires disclosing fair value to the extent practicable for financial instruments that are recognized or unrecognized in the balance sheet. Fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties. The Company considers the carrying amounts of cash, accounts receivable, related party and other receivables, accounts payable, notes payable, related party and other payables, to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.

~~Inventories~~ASC ~~consist~~820 ofprioritizes ~~raw~~the ~~materials,~~inputs ~~packaging supplies~~used ~~and~~in ~~finished~~measuring ~~goods~~fair ~~and~~value ~~are~~into ~~valued at~~ the ~~lower~~following ~~of cost, determined on a first-in, first-out (“FIFO”) basis, or market.~~hierarchy:

~~Machinery,~~Level ~~Equipment~~1 ~~and~~Quoted ~~Leasehold~~market ~~Improvements~~prices in active markets for identical assets or liabilities.

~~Machinery~~Level ~~and~~2 ~~equipment~~Observable ~~are~~inputs ~~stated~~other atthan ~~cost. Significant~~those ~~improvements~~included ~~are~~in ~~capitalized~~Level ~~and~~1 ~~maintenance~~(for ~~and~~example, ~~repairs~~quoted ~~are~~prices ~~expensed.~~for ~~Depreciation~~similar ~~and amortization are provided using the straight-line method over the estimated useful lives of the~~ assets~~. Machinery~~ ~~and~~in ~~equipment~~active ~~are~~markets ~~reviewed for impairment whenever events~~ or ~~circumstances~~quoted ~~indicate~~prices ~~that~~for ~~the~~identical ~~carrying amount of~~ assets ~~may~~in ~~not~~inactive ~~be recoverable~~markets). The Company evaluates recoverability of machinery and equipment to be held and used by comparing the carrying amount of the asset to estimated future net undiscounted cash flows to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

~~Estimated~~Level ~~useful~~3 ~~lives~~Unobservable ~~are~~inputs asreflecting ~~follows:~~management’s own assumptions about the inputs used in estimating the value off the asset or liability.

~~Computer~~The ~~equipment~~Company 3has –no 5financial ~~years~~instruments measured at fair value on a recurring or nonrecurring basis as of September 30, 2013 or December 31, 2012.

~~Furniture and fixtures 5 – 10 years~~8

~~Warehouse~~ALL ~~equipment~~AMERICAN 5PET –COMPANY, ~~10 years~~INC.

~~Leasehold~~Notes ~~improvements~~to ~~are stated at cost and are amortized over~~ the ~~life~~Condensed ofConsolidated ~~the~~Financial ~~related lease or the estimated useful life, whichever is shorter.~~Statements

~~Income~~September ~~Taxes~~30, 2013

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.Unaudited

~~The~~Cash Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. As of June 30, 2013 and December 31, 2012, the Company’s only significant deferred tax asset is its net operating loss carryforwards. Based on the Company’s recurring losses and financial position, the net deferred tax assets (approximately $7.6 million as of June 30, 2013) have been fully reserved for as of June 30, 2013. Net operating losses begin to expire in 2022 for Federal purposes and 2014 for state purposes. The U.S. tax laws contain provisions (Section 382 limitations) that limit the annual utilization of net operating loss (and credit carryforwards) upon the occurrence of certain events including a significant change in ownership interest. Generally, such limitations arise when the ownership of certain shareholders or public groups in the stock of a corporation change by more than 50 percentage points over a three-year period. The Company may have incurred such an event or events; however, the Company has not completed a current study to determine the extent of the limitations, if any. Until a study is completed and the extent of the limitations is able to be determined, no amounts are being presented as an uncertain tax position.Equivalents

8Cash equivalents consist of highly liquid investments with maturities at the date of purchase of 90 days or less.

AAccounts ~~tax~~Receivable benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and inAllowances ~~subsequent~~for ~~periods. The~~Uncollectible Company has no unrecognized tax benefits as of June 30, 2013 and December 31, 2012. Given that the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company operates.Accounts

2Credit limits are established through a process of reviewing the financial history and stability of each customer. ~~VARIABLE~~The ~~INTEREST~~Company ~~ENTITY~~regularly evaluates the collectability of the trade receivable balances by monitoring past due balances. If it is determined that a customer will be unable to meet its financial obligation, the Company records a specific reserve for bad debts to reduce the related receivable to the amount that is expected to be recovered.

The following is a description of the Company’s financial interests in a variable interest entity that management considers significant, those for which management has determined that the Company is the primary beneficiary of the entity and, therefore, has consolidated the entity into the Company’s financial statements.Inventories

OnInventories ~~August~~consist ~~12,~~of ~~2009~~raw materials, ~~the~~packaging ~~Company~~supplies ~~entered into~~and afinished ~~License~~goods ~~Agreement with AAP Sales~~ and ~~Distribution,~~are ~~Inc.~~valued ~~(“AAPSD”).~~at ~~Under~~ the ~~terms~~lower of ~~the agreement~~cost, ~~AAPSD~~determined ~~has the~~on ~~non~~a first-~~exclusive~~in, ~~right~~first-out ~~to manufacture and market certain products of the Company~~ (“~~AAPT~~FIFO”). ~~The~~basis, ~~duration~~or ~~of the agreement is for a period of five years~~market. AAPSD is the primary beneficiary of the Company because management of AAPT controls the economic resources of AAPSD and provides significant financial support to AAPSD in the form of the production and distribution and deferred payment arrangements between AAPSD the Company.

~~AAPSD owes the Company payments for product purchased and for royalties at the stated rate of 18.5% of net revenues~~Machinery, ~~which~~Equipment ~~are due~~ and ~~payable~~Leasehold within five business days of receipt of funds by AAPSD from any sale when good funds are received from the sale. The 18.5% royalty payments will be applied to all minimum guarantee payments. The minimum guaranteed royalties, as amended, are due based within the 12-month period following the time at which AAPT has delivered 3,000,000 pounds of finished product. AAPSD does not have a royalty obligation to the Company until AAPSD has recouped any costs of marketing or placement fees. All royalty payments due from sales are accumulated and are applied toward the minimum royalty payment for the year. If the 18.5% royalties are less than the minimum then AAPSD is obligated pay AAPT the difference between what was paid during the 12 month period and the required minimum. Minimum royalty payments are due in the normal course of business as AAPSD has ten days at the end of each quarter to report any sales and royalties due and AAPC has the right to review the reports and agree on what amounts are owed based on sales and a statement of any minimum guarantees that may be due and payable. All payments are to be made in the normal course of business as agreed at the time of the annual royalty report’s acceptance by AAPT.Improvements

~~Management~~Machinery ~~has~~and ~~determined~~equipment ~~that~~are ~~AAPT~~stated ~~is the~~at ~~primary~~cost. ~~beneficiary~~Significant ofimprovements ~~AAPSD~~are ascapitalized ~~the~~and ~~Company’s~~maintenance ~~interest~~and inrepairs ~~the~~are ~~entity~~expensed. isDepreciation ~~subject~~and toamortization ~~variability~~are ~~based~~provided onusing ~~results~~the ~~from operations~~straight-line ~~and~~method ~~changes~~over in the ~~fair~~estimated ~~value.~~useful ~~During~~lives of the ~~six~~assets. ~~months~~Machinery ~~ended~~and ~~June~~equipment ~~30,~~are ~~2013~~reviewed ~~and~~for ~~2012,~~impairment ~~all~~whenever ~~operations~~events ofor ~~AAPSD~~circumstances ~~are~~indicate ~~included in~~that the ~~accompanying~~carrying ~~consolidated~~amount ~~financial~~of ~~statements~~assets may not be recoverable. ~~For~~The ~~the~~Company ~~six~~evaluates ~~months~~recoverability ~~ended~~of ~~June~~machinery ~~30,~~and ~~2013~~equipment to be held and ~~2012,~~used ~~net~~by ~~sales~~comparing the carrying amount of ~~$113,491~~the ~~and $10,930,~~asset ~~respectively,~~to ~~and~~estimated future net ~~income(losses)~~undiscounted ofcash ~~$51,681~~flows ~~and~~to ~~($43,012),~~be ~~respectively~~generated by the asset. If such assets are considered to be impaired, ~~were~~the impairment to be recognized is measured as athe ~~result~~amount by which the carrying amount of the ~~consolidation~~assets exceeds the fair value of the assets.

~~The~~Estimated ~~financial~~useful ~~position~~lives ofare ~~AAPSD at June 30, 2013 is~~ as follows:

Total Assets	$	770,550
Total Liabilities		(1,277,736	)
Total Stockholders’ Deficit	$	507,186

Computer equipment 3 – 5 years

3.Furniture ~~INVENTORY~~and fixtures 5 – 10 years

~~Inventory~~Warehouse ~~consists~~equipment of5 ~~the~~– ~~following:~~ 10 years

	June 30, 2013		December 31, 2012
Raw materials	$	-	$	-
Work in process		-		-
Finished goods		741,568		715,869
	$	741,568	$	715,869

Leasehold improvements are stated at cost and are amortized over the life of the related lease or the estimated useful life, whichever is shorter.

9Income Taxes

~~Finished~~The ~~goods~~Company ~~inventory~~accounts ~~consists~~for income taxes under the asset and liability method, which requires the recognition of ~~both~~deferred ~~Pawtizer~~tax assets and ~~NutraBar product~~liabilities ~~available~~for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for ~~sale~~the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

4The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. ~~MACHINERY~~In ~~AND~~making ~~EQUIPMENT~~such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. As of September 30, 2013 and December 31, 2012, the Company’s only significant deferred tax asset is its net operating loss carryforwards. Based on the Company’s recurring losses and financial position, the net deferred tax assets (approximately $8.5 million as of September 30, 2013) have been fully reserved for as of September 30, 2013. Net operating losses begin to expire in 2022 for Federal purposes and 2014 for state purposes. The U.S. tax laws contain provisions (Section 382 limitations) that limit the annual utilization of net operating loss (and credit carryforwards) upon the occurrence of certain events including a significant change in ownership interest. Generally, such limitations arise when the ownership of certain shareholders or public groups in the stock of a corporation change by more than 50 percentage points over a three-year period. The Company may have incurred such an event or events; however, the Company has not completed a current study to determine the extent of the limitations, if any. Until a study is completed and the extent of the limitations is able to be determined, no amounts are being presented as an uncertain tax position.

~~Machinery and equipment consists of the following:~~9

	June 30, 2013			December 31, 2012
Computer equipment and software	$	2,769		$	2,769
Furniture and Fixtures		1,991			1,991
Leasehold improvements		31,219			-
Warehouse and food production equipment		146,316			73,562
Total		208,838			78,322
Less: Accumulated depreciation		(23,987	)		(8,956	)
Net Machinery and Equipment	$	158,642		$	69,366

ALL AMERICAN PET COMPANY, INC.

~~Depreciation expense~~Notes ~~for~~to the ~~six~~Condensed ~~months~~Consolidated ~~ended~~Financial ~~June 30, 2013 and 2012 was $14,696 and $227, respectively.~~Statements

5.September ~~PAYROLL~~30, ~~TAXES~~ 2013

The Company did not make certain required filings and payments of required federal and state payroll taxes. The collective amount of payroll taxes, interest and penalties due at June 30, 2013 and December 31, 2012 totaled $939,098 and $889,711, respectively. Under the Internal Revenue Code, the Internal Revenue Service may impose a civil penalty on the Company’s responsible persons that is distinct from the Company’s responsibilities. This civil penalty may equal 100% of the Company’s delinquent trust fund taxes.Unaudited

6A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ~~NOTES~~ ~~PAYABLE~~Income tax provisions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. The Company has no unrecognized tax benefits as of September 30, 2013 and December 31, 2012. Given that the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company operates.

~~Notes~~2. ~~payable~~VARIABLE ~~consists~~INTEREST ~~of the following:~~ENTITY

	June 30,		December 31,
	2013		2012
Notes Payable interest at 17% per annum; interest and principal due on demand; demand has been made and the note is in default at June 30, 2013 and December 31, 2012		50,000		50,000
Convertible 8% Note Payable due November 12, 2013		100,000		-
Total Notes Payable	$	150,000	$	50,000

10On August 12, 2009, the Company entered into a License Agreement with AAP Sales and Distribution, Inc. (“AAPSD”). Under the terms of the agreement, AAPSD has the non-exclusive right to manufacture and market certain products of the Company (“AAPT”). The duration of the agreement is for a period of five years. The Company is the primary beneficiary of AAPSD because management of AAPT controls the economic resources of AAPSD and provides significant financial support to AAPSD in the form of the production and distribution and deferred payment arrangements between AAPSD the Company.

OnAAPSD ~~April~~owes ~~27, 2004,~~ the Company ~~entered into~~payments anfor ~~unsecured~~product ~~promissory~~purchased ~~note~~and ~~with~~for anroyalties ~~unrelated~~at ~~third~~the ~~party~~stated ~~for~~rate ~~$150,000~~of 18.5% ~~The~~of ~~loan~~net ~~bears~~revenues, ~~interest~~which atare ~~10%~~due ~~per~~and ~~annum~~payable ~~and~~within ~~had an~~five ~~original~~business ~~due~~days ~~date~~of receipt of ~~April~~funds ~~27,~~by ~~2005~~AAPSD from any sale when good funds are received from the sale. ~~Extended~~The ~~due~~18.5% ~~dates~~royalty ~~were~~payments ~~granted~~will upbe ~~through~~applied ~~2011~~to all minimum guarantee payments. OnThe ~~August~~minimum 9guaranteed royalties, ~~2012~~as amended, aare ~~stipulated~~due ~~settlement amount~~based ofwithin ~~$300~~the 12-month period following the time at which AAPT has delivered 3,000,000 ~~which~~pounds ~~included~~of ~~principal~~finished product. AAPSD does not have a royalty obligation to the Company until AAPSD has recouped any costs of ~~$150,000~~marketing or placement fees. All royalty payments due from sales are accumulated and ~~accrued~~are ~~interest~~applied oftoward ~~$150,000,~~the minimum royalty payment for the year. If the 18.5% royalties are less than the minimum then AAPSD is obligated pay AAPT the difference between what was ~~reached~~paid ~~with~~during the ~~noteholder~~12 month period and the required minimum. ~~As a~~Minimum ~~result~~royalty ofpayments are due in the ~~stipulated~~normal ~~settlement,~~course of business as AAPSD has ten days at the ~~related~~end ~~$300,000~~of each quarter to report any sales and royalties due and AAPC has ~~been~~the ~~classified~~right into ~~settlements~~review the reports and ~~judgments~~agree aton ~~June~~what ~~30,~~amounts ~~2013~~are owed based on sales and ~~December~~ ~~31,~~a ~~2012~~statement of any minimum guarantees that may be due and payable. All payments are to be made in the ~~accompanying~~normal ~~condensed~~course ~~consolidated~~of ~~balance~~business ~~sheet~~as ~~(Note~~agreed 9)at the time of the annual royalty report’s acceptance by AAPT.

InManagement ~~2010,~~has determined that AAPT is the ~~Company~~primary ~~entered~~beneficiary ~~into~~of anAAPSD ~~unsecured promissory~~as ~~note~~the ~~with~~Company’s aninterest ~~unrelated~~in ~~third~~the ~~party~~entity ~~for~~is ~~$50,000.~~subject ~~The~~to ~~loan~~variability ~~bears~~based ~~interest~~on atresults ~~17%~~from operations and ischanges ~~due~~in onthe ~~demand~~fair value. OnDuring ~~March~~the 16nine months ended September 30, 2013 and 2012, all operations of AAPSD are included in the ~~noteholder~~accompanying ~~demanded~~consolidated ~~repayment~~financial ofstatements. For the ~~note~~nine months ended September 30, 2013 and ~~all~~2012, ~~accrued~~net ~~interest~~sales of $198,454 and $16,885, respectively, were recognized as a result of the consolidation. ~~The~~For ~~Company~~the ~~has~~nine ~~not~~months ~~made~~ended ~~any~~September ~~payments~~30, 2013 and is2012, innet ~~default on~~loss of $526,172 and net income of $60,258, respectively, were recognized as a result of the ~~note~~consolidation.

~~On February 12, 2013, the Company entered into an unsecured, convertible promissory note with an unrelated third party for $103,500, less a $3,500 fee.~~ The ~~loan~~financial ~~bears interest~~position ~~at 8% per annum and a balloon payment~~ of ~~principal~~AAPSD and accrued interest is due on November 12, 2013. At any time 180 days after the date of the note, the lender can convert the principal and accrued interest into shares of the Company’s common stock at aSeptember 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. Management determined the intrinsic value of the beneficial conversion feature to be $78,204 as of the commitment date. Such amount has been recognized as a debt discount and amortized over the note’s stated term. As a result, $40,839 of interest expense was recognized during the six months ended June 30, 2013 ~~related~~is toas ~~this promissory note.~~follows:

7. RELATED PARTY TRANSACTIONS

Total Assets	$	200,948
Total Liabilities		(1,285,987	)
Total Stockholders’ Equity	$	(1,085,039	)

OnALL ~~February~~AMERICAN ~~26,~~PET ~~2013~~COMPANY, the Board of Directors authorized the Company to amend the Convertible Revolving Grid Note for a principal sum of up to $1,000,000 with Chief Executive Officer Barry Schwartz and President, Lisa Bershan dated March 6, 2012INC. The amendment reduced interest to 6.5% per year, extended the maturity date to 4 years, and extended the conversion date to October 31, 2013. As of June 30, 2013, Mr. Schwartz and Ms. Bershan have loaned $541,257 under the terms of the Grid Note and such amount is convertible into 246,025,909 shares of the Company’s common stock.

~~The~~Notes ~~terms of the Grid Note provide that the conversion price be lowered upon the occurrence of certain defined events. Notwithstanding this fact, the embedded conversion right is not required~~ to ~~be bifurcated from~~ the ~~host~~Condensed ~~debt~~Consolidated ~~instrument,~~Financial as the underlying common stock is not deemed to be readily convertible to cash (Accounting Standards Codification 815-15-25-51) based on management’s evaluation of the trading volume of the Company’s common stock and the lock up provisions of the Grid Note.Statements

~~The~~September conversion price of the Grid Note was below the closing market price of the Company’s common stock at the tie of related borrowings. As a result, the Company recognized beneficial conversion features, which were limited to the amount of the Grid Note borrowings of $541,257. The beneficial conversion features are being amortized to interest expense over the term of the Grid Note (March 2016). During the three and six months ended June 30, 2013~~, interest expense related to the amortization of beneficial conversion features totaled $25,000.~~

During the six months ended June 30, 2013 and year ended December 31, 2012, the Company made advances to, and received advances from, an entity owned by the Company’s Chief Executive Officer. These advances are not collateralized and do not bear interest. As of June 30, 2013 and December 31, 2012, no amounts were due from and no amounts were due to this related entity.Unaudited

113. INVENTORY

8.Inventory ~~STOCKHOLDERS’~~consists ~~DEFICIT~~of the following:

Capital Stock

	September 30, 2013		December 31, 2012
Raw materials	$	-	$	-
Work in process		-		-
Finished goods		95,561		715,869
	$	95,561	$	715,869

~~All~~Finished ~~American~~goods ~~Pet~~inventory ~~Company,~~consists ~~Inc. was formed under Maryland law on January 4, 2006 with 50,000,000 authorized shares~~ of ~~common~~both ~~stock~~Pawtizer and ~~10,000,000~~NutraBar ~~authorized~~product ~~shares~~available offor ~~preferred stock~~sale. On January 27, 2006, All-American Pet Company Inc., a New York corporation, merged with and into All American Pet Company, Inc., a Maryland corporation. In June 2012, All-American Pet Company Inc., Maryland, merged with and into All American Pet Company, Inc., a Nevada corporation.

~~Increase~~4. inMACHINERY ~~Authorized~~AND ~~Common Stock~~ EQUIPMENT

~~Concurrent~~Machinery ~~with~~and ~~the~~equipment ~~June~~consists ~~11, 2012 re-domicile to a Nevada corporation, the shareholders voted to increase the number~~ of ~~authorized shares of $0.001 par value common stock to 1,010,000,000. Previously,~~ the shareholders voted on February 26, 2011 to increase the number of authorized shares of $0.001 par value common stock to 500,000,000. Authorized shares had been increased from 50,000,000 to 250,000,000 in 2009.following:

In 2013, the Board of Directors increased the number of authorized shares to 3,000,000,000 (Note 12).

	September 30, 2013			December 31, 2012
Computer equipment and software	$	2,769		$	2,769
Furniture and Fixtures		1,991			1,991
Leasehold improvements		31,219			-
Warehouse and food production equipment		148,816			73,562
Total		184,795			78,322
Less: Accumulated depreciation		(35,069	)		(8,956	)
Net Machinery and Equipment	$	149,726		$	69,366

~~Sales~~Depreciation ofexpense ~~Common~~for ~~Stock~~the nine months ended September 30, 2013 and for the year ended December 31, 2012 was $26,113 and $12,750, respectively.

During the six months ended June 30, 2013, the Company received and accepted subscriptions for 112,464,057 shares of common stock. 2,500,000 of these subscriptions were accepted at $0.02 per share and 109,964,057 were accepted at $0.007 per share. The sale of unregistered equity securities resulted in a capital increase of $819,748, before offering costs. The Company recorded a $527,216 common stock payable on its books at June 30, 2013 to reflect the value of the 49,828,429 of common shares not yet issued. Common stock payable is comprised of $427,216 of cash receipts for stock purchases (44,828,429 shares) and stock for consulting services valued at $100,000 (for 5~~,000,000 remaining shares on a 10,000,000 share consulting agreement which will be issued over the course of one year)~~. ~~Shares~~PAYROLL issued for services total 164,713,742 of which 158,493,742 were issued for consulting services and were valued at $2,095,419. These services will be provided over the course of the year and are amortized accordingly. An additional 6,220,000 shares were issued in the form of commissions and were valued at $43,540 and were expensed in the quarter. A total of 6,795,500 shares of common stock with a value of $51,920 were issued in the form of offering costs and 10 million shares of common stock were issued with a value of $100,000 as interest payment on debt during the six months ended June 30, 2013. As of June 30, 2013, there were 1,020,239,381 shares issued and outstanding.TAXES

~~Conversion~~The Company did not make certain required filings and payments of ~~Preferred~~required ~~Stock~~federal toand ~~Common~~state ~~Stock~~payroll taxes. The collective amount of payroll taxes, interest and penalties due at September 30, 2013 and December 31, 2012 totaled $939,098 and $889,711, respectively. Under the Internal Revenue Code, the Internal Revenue Service may impose a civil penalty on the Company’s responsible persons that is distinct from the Company’s responsibilities. This civil penalty may equal 100% of the Company’s delinquent trust fund taxes. Further, the Internal Revenue Service may employ a number of actions against the Company, such as audits, filing tax liens, and prosecution.

On February 27, 2009, the Company entered into an agreement with the two preferred stockholders to convert all 56,500 shares of Series “A” Preferred shares held by them in exchange for 5,000,000 shares of the Company’s common stock (the “Share Guarantee”)6. ~~The delivery~~ NOTES of the common stock to the preferred stockholders took place in March 2009 and the Company was released by the stockholders from any and all future claims and liabilities. The preferred stockholders have the right to sell the common stock at a rate of 1,250,000 in the aggregate every 90 days starting May 15, 2009 and the right to sell at will after June 30, 2010. The Company has agreed that the total value of the shares sold over the Liquidation Period, which is defined as the period from May 15, 2009 to April 30, 2010, to be at a minimum of $800,000 or the market value of 5,000,000 shares at $0.16 per share. If the value of the shares sold during the Liquidation Period is less than $800,000, then the Company will have the right to purchase any unsold shares at a price of $0.16 per share. If the gross proceeds from all sales is still less than $800,000 then the Company shall have the right and not the obligation to make up the difference by making a cash payment on or before May 31, 2010. In addition, no later than June 15, 2010, the Company is obligated to issue an additional 3,000,000 shares of the common stock in total to these stockholders if the sales proceeds and any additional payments made by the Company is less than $800,000.PAYABLE

~~The~~Notes ~~Share~~payable ~~Guarantee~~consists ~~was subsequently amended to extend the Liquidation Period described above to June 30, 2011 and those amendments required the Company to issue 6,000,000 shares~~ of ~~common stock with a fair value of $400,000 in 2010. In connection with~~ the ~~Share Guarantee, the Company recognized an additional expense, and a corresponding accrued liability, of $600,000 in 2010.~~following:

In October 2012, the Share Guarantee was amended, subject to the Company’s ability to satisfy certain required payments and other conditions. As the Company did not satisfy its contractual obligations, the amendment was cancelled and became null and void.

	September 30,			December 31,
	2013			2012
Note Payable interest at 15% per annum; interest and principal due on demand; demand has been made and the note is in default at September 30, 2013 and December 31, 2012		$	50,000		$	50,000
Convertible 8% Note Payable due June 19, 2014			103,500			-
Total Notes Payable		$	150,000		$	50,000

~~Although~~On ~~the~~April ~~Company’s~~27, ~~contractual obligations~~2004, ~~under~~ the ~~Share~~Company ~~Guarantee~~entered ~~terminated~~into inan ~~2011,~~unsecured ~~management~~promissory ~~intends~~note towith ~~fulfill~~an ~~the~~unrelated ~~Company’s~~third ~~obligations~~party ~~under~~for ~~the related~~$150,000. ~~agreements~~The ~~and~~loan ~~amendments. Based~~bears oninterest ~~the~~at ~~$800,000~~10% ~~amount~~per ofannum ~~the~~and ~~guarantee,~~had ~~amounts~~an ~~realized~~original bydue ~~the~~date ~~counterparties from~~of ~~selling~~April ~~related shares~~27, ~~and~~2005. ~~the~~Extended ~~number~~due ofdates ~~shares~~were ~~the~~granted ~~counterparties~~up ~~have~~through ~~left~~2011. toOn ~~sell~~August 9, ~~management~~2012, ~~estimates~~a ~~the~~stipulated ~~Company’s obligation~~settlement ~~under~~amount ~~the~~of ~~Share~~$300,000, ~~Guarantee~~which toincluded beprincipal of $~~400~~150,000 asand ofaccrued ~~December~~interest 31of $150,000, ~~2012.~~was Inreached ~~March~~with ~~2013,~~the ~~payment~~note ofholder. 10As ~~million~~a ~~shares~~result of ~~common stock~~the ~~with~~stipulated asettlement, ~~value~~the ofrelated $~~100~~300,000 ~~was~~has ~~granted~~been toclassified ~~these~~in ~~stockholders~~settlements asand ~~consideration~~judgments ~~for~~at ~~interest~~September ~~due~~30, to2013 ~~past~~and ~~due~~December ~~payments~~31, on2012 in the ~~Company’s~~ ~~obligation~~accompanying ~~under~~condensed ~~this~~consolidated ~~agreement~~balance sheet (Note 9).

1211

~~Warrants~~ALL ~~and~~AMERICAN ~~Stock~~PET ~~Options~~COMPANY, INC.

~~The~~Notes ~~Company~~to ~~did not issue any warrants or stock options during~~ the ~~six~~Condensed ~~months~~Consolidated ~~ended~~Financial ~~June 30, 2013. Further, there were no warrant or stock option exercises, expirations or cancellations during the six months ended June 30, 2013.~~Statements

~~Common~~September ~~Stock~~30, ~~Receivable~~ 2013

On April 6, 2010, the Company settled litigation with a former employee. Terms of the settlement required the former employee to place 400,000 shares of Company common stock valued at $52,000 in an escrow account in exchange for an initial payment of $8,000 and 27 monthly payments of $1,571. The Company will receive the shares of common stock after all of the payments have been made. The Company has made no payments related to this arrangement (Note 9).Unaudited

OnIn ~~February 3~~2010, ~~2011, through mediation,~~ the Company ~~settled~~entered ~~litigation~~into ~~with~~an aunsecured ~~former~~promissory ~~employee.~~note ~~Terms~~with ofan ~~the~~unrelated ~~settlement~~third ~~required~~party ~~the~~for ~~former employee to place 750~~$50,000. ~~shares of~~The ~~Company~~loan ~~stock~~bears ~~valued~~interest at ~~$90,000~~15% inand anis ~~escrow~~due ~~account~~on indemand. ~~exchange~~On ~~for~~March 1416, ~~monthly payments of $6~~2012,~~576.~~ ~~The Company will receive~~ the ~~shares~~note ofholder ~~common~~demanded ~~stock~~repayment ~~after all~~ of the ~~payments~~note ~~have~~and ~~been~~all ~~made~~accrued interest. The Company has not made noany payments ~~related~~and tois ~~this~~in ~~arrangement~~default on the note.

9On February 12, 2013, the Company entered into an unsecured, Convertible Promissory Note (the “Convertible Note”) with an unrelated third party for $103,500. The ~~LITIGATION~~Convertible Note bears interest at 8% per annum and a balloon payment of principal and accrued interest is due on November 12, ~~CLAIMS~~2013. At any time 180 days after the date of the Convertible Note, ~~AND~~the ~~JUDGMENTS~~lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. Pursuant to the terms of the Convertible Note, the Company must meet all of its filing requirements with the Securities and Exchange Commission (the “SEC”). During the period, the Company did not comply with this provision, and as a result, the Convertible Note went into default. As provided for in the Convertible Note, it became a demand note and demand was made, the amount due became $159,390 which amount is composed of 150% of the principal amount or $155,250 which amount is composed of the principal amount of $103,500 and the default interest amount of $51,750, and the accrued interest of $4,140. During the quarter ended September 30, 2013, the entire principal amount of $103,500 together with $6,500 of interest for an aggregate amount of $110,000 was converted into 49,341,200 shares of the Company’s common stock. Further, as of October 22, 2013, the balance of $49,390 in interest was converted into 36,751,282 shares of the Company’s common stock. Finally, the intrinsic value of the beneficial conversion feature associated with the Convertible Note was $78,204 which amount was recorded as debt discount on the commitment date. As a result of the conversion of the entire principal and interest due, the Company fully amortized the debt discount during the period ended September 30, 2013 and $78,204 in debt discount was recognized as interest expense during the period ended September 30, 2013.

~~The~~On September 17, 2013, the Company entered into an unsecured, Convertible Promissory Note (the “Convertible Note”) with an unrelated third party for $103,500. The Convertible Note bears interest at 8% per annum and a balloon payment of principal and accrued interest is ~~involved~~due inon ~~various~~June ~~litigation~~19, ~~claims~~ 2014. At any time 180 days after the date of the Convertible Note, the lender can convert the principal and ~~judgments~~accrued ~~involving~~interest ~~vendors~~into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. The intrinsic value of the beneficial conversion feature associated with the Convertible Note was $66,172 ~~former~~which ~~employees~~amount was recorded as debt discount on the commitment date and will be amortized over the life of the Convertible Note. For the period ended September 30, 2013 the Company recorded $3,808 of the debt discount as interest expense. Subsequent to the quarter ended September 30, 2013, during November 2013, the Company did not make required SEC filings, and as a ~~promissory~~result, ~~noteholder~~the Convertible Note went into default. Pursuant Ato ~~summary~~the isterms of the Convertible Note, the Company must meet all of its filing requirements with the SEC and as ~~follows:~~provided for in the Convertible Note, it became a demand note and demand was made during November 2013. The amount due became $159,390 which amount is composed of 150% of the principal amount or $155,250 which amount is composed of the principal amount of $103,500 and the default interest amount of $51,750, and accrued interest of $4,140. The Company has made no payments on the Convertible Note.

	June 30, 2013		December 31, 2012
Vendors	$	382,473	$	382,473
Former Employees		271,629		268,245
Promissory Noteholder		236,387		227,281
	$	890,488	$	877,999

The terms of the Convertible Notes provide that the conversion price be lowered upon the occurrence of certain defined events, such as future equity transactions at a price lower than the Convertible Notes’ conversion rate. Notwithstanding this fact, the embedded conversion right is not required to be bifurcated from the host debt instrument, as the underlying common stock is not deemed to be readily convertible to cash (Accounting Standards Codification 815-15-25-51) based on management’s evaluation of the trading volume of the Company’s common stock and the potential amount of the issuable shares.

137. RELATED PARTY TRANSACTIONS

~~Vendors~~On March 6, 2012, the Board of Directors, consisting of Mr. Schwartz and Ms. Bershan, authorized the Company to execute a Convertible Revolving Grid Note (the “Grid Note”) for a principal sum of up to $1,000,000 with CEO Barry Schwartz and President, Lisa Bershan. The Grid Note bears interest at 10% per year and may be converted into common stock of the Company at a conversion price of $0.0022 any time before March 6, 2013. Neither Mr. Schwartz nor Ms. Bershan has advanced capital under the terms of the grid note as of December 31, 2012. In March 2013, the Grid Note was amended. On February 26, 2013, the Board of Directors authorized the Company to amend the Convertible Revolving Grid Note for a principal sum of up to $1,000,000 with Chief Executive Officer Barry Schwartz and President Lisa Bershan dated March 6, 2012. The amendment reduced interest to 6.5% per year, extended the maturity date to 4 years, and extended the conversion date to October 31, 2013. As of September 30, 2013, Mr. Schwartz and Ms. Bershan have loaned $624,064 with $15,106 accrued interest. Under the terms of the Grid Note and such amount is convertible into 290,531,696 shares of the Company’s common stock.

AsThe terms of ~~December~~the ~~31,~~Grid ~~2011,~~Note ~~one~~provide ~~vendor~~that ~~had a~~the ~~settlement~~conversion ~~agreement~~price ~~for~~be ~~$20,000~~lowered upon the occurrence of certain defined events. ~~During~~Notwithstanding ~~2012~~this fact, ~~six~~the ~~vendors~~embedded ~~made~~conversion ~~claims~~right oris ~~were~~not ~~awarded~~required ~~judgments~~to ~~against~~be ~~the~~bifurcated ~~Company~~from ~~for~~the ahost ~~total of~~debt ~~$364~~instrument,~~473,~~ ~~and~~as ~~aggregate~~the ~~payments~~underlying ofcommon ~~$2,000~~stock ~~were~~is ~~made.~~not ~~The~~deemed ~~balance~~to ~~outstanding~~be readily convertible to ~~these~~cash ~~vendors~~(Accounting atStandards ~~June~~Codification ~~30,~~815-15-25-51) ~~2013~~based on management’s evaluation of the trading volume of the Company’s common stock and ~~December 31,~~the ~~2012~~lock ~~was~~up ~~$382,473~~provisions of the Grid Note.

OnThe ~~July~~conversion ~~23,~~price ~~2012,~~of athe ~~vendor~~Grid ~~filed~~Note anwas ~~action against~~below the closing market price of the Company’s ~~and~~common ~~certain~~stock ~~officers~~at asthe ~~individuals~~tie ~~for~~of anrelated ~~original~~borrowings. ~~$150~~As a result,~~000~~ ~~judgment~~the ~~previously~~Company ~~awarded~~recognized inbeneficial ~~arbitration,~~conversion ~~4.75% interest~~features, ~~legal~~which ~~fees~~were limited to the amount of ~~$49,950,~~the ~~and~~Grid ~~other~~Note ~~fees~~borrowings of $4624,~~981~~064. The ~~action~~beneficial ~~has~~conversion ~~not~~features ~~been~~are ~~heard~~being byamortized ato ~~court.~~interest ~~The~~expense ~~Company~~over ~~has~~the ~~recognized $221,463~~term inof ~~its~~the ~~June~~Grid Note (March 2016). During the nine months ended September 30, 2013, ~~and~~interest ~~December~~expense ~~31,~~related ~~2012~~to ~~consolidated~~the ~~balance~~amortization ~~sheets~~of ~~relating~~beneficial toconversion ~~this~~features ~~matter~~totaled $76,980.

~~Former Employees~~12

AsALL ofAMERICAN ~~December~~PET 31COMPANY, ~~2011, six former employees made claims or were awarded judgments against the Company for a total of $211,480~~INC. During 2012, one former employee entered into a settlement agreement for $50,000, and there were no payments made in 2013 or 2012. The Company accrues interest on these claims at 10% per year. The balance outstanding at June 30, 2013 and December 31, 2012 was $271,628 and $268,245, respectively.

AsNotes ~~described~~to ~~in Note 8,~~ the ~~Company~~Condensed ~~has settlement~~Consolidated ~~agreements~~Financial ~~with two former employees that require monthly cash payments and provide for the return of 1,150,000 shares of common stock if the Company satisfies its payment obligations to the former employees.~~Statements

~~Promissory~~September ~~Noteholder~~30, 2013

On August 9, 2012, the Company settled litigation with a note holder. The settlement requires the Company to pay cash of $300,000 and interest at 8% per annum. Terms of the settlement require an initial payment of $50,000 and quarterly payments of $30,000 beginning October 1, 2012. Total payments during 2012 were $80,000. The outstanding principal balance and accrued interest as of June 30, 2013 and December 31, 2012, was $236,387 and $227,281, respectively.Unaudited

InDuring the ~~event~~nine ofmonths ~~default~~ended September 30, ~~the~~2013 ~~noteholder can~~and ~~enter~~year aended ~~stipulated~~December ~~judgment~~31, ~~against~~2012, the Company made advances to, and ~~certain~~received ~~officers~~advances asfrom, ~~individuals~~an inentity owned by the ~~amount~~Company’s ofChief ~~$1,197,190~~Executive Officer. ~~The~~These ~~Company has~~advances are not ~~made~~collateralized ~~the~~and ~~required~~do ~~January~~not 1,bear ~~2013,~~interest. ~~April~~As 1of September 30, 2013, orand ~~June~~December 131, ~~2013~~2012, ~~payments~~no ~~and~~amounts ~~the~~were ~~noteholder~~due ~~has~~from ~~not~~and ~~filed~~no ~~the~~amounts ~~stipulated judgment~~were ~~against~~due ~~the~~to ~~Company~~this related entity.

108. ~~CUTEST~~STOCKHOLDERS’ ~~DOG COMPETITION~~ DEFICIT

InCapital May 2009, the Company finalized plans to host a nationwide viral marketing contest known as the “Cutest Dog Competition”. The contest started on August 1, 2009, allowing every dog owner in America to have the opportunity to submit a picture of their dog. The Company announced the winner of the “Cutest Dog Competition” on its website as well as at a major venue on Thanksgiving Day. Prizes were distributed for regional winners, and three top regional winners received a $5,000 prize each, qualified as finalists for the final event. Regional winners from all over the country then competed for the title of the “Cutest Dog Competition” and that winner was awarded the $1 million prize. In November 2009, the winner was announced.Stock

~~The~~All ~~present~~American ~~value~~Pet ~~of the $1~~Company,~~000,000~~ ~~obligation payable~~Inc. ~~over~~was 30formed ~~years~~under atMaryland ~~7.5%~~law ~~present~~on ~~value~~January ~~is $336~~4,~~500. The~~ ~~discount~~2006 ofwith ~~$663~~50,~~500~~000,000 isauthorized ~~being~~shares ~~amortized~~of ~~over~~common 30stock ~~years~~and ~~with annual~~10,000,000 ~~cash~~authorized ~~payments~~shares of ~~$33,333~~preferred stock. ~~The~~ ~~Company~~On ~~did~~January ~~not~~27, ~~make~~2006, ~~any~~All-American ~~payments~~Pet ~~during~~Company ~~the~~Inc., ~~six~~a ~~months~~New ~~ended~~York ~~June 30~~corporation, ~~2013~~merged ~~or in~~with ~~the~~and ~~years~~into ~~ended~~All ~~December~~American 31Pet Company, ~~2012~~Inc., ~~and~~a ~~2011~~Maryland corporation. AsIn of June 302012, ~~2013~~All-American ~~and~~Pet ~~December~~Company 31Inc., ~~2012~~Maryland, ~~$413,908~~merged with and ~~$402,850,~~into ~~respectively, were~~All ~~recorded~~American asPet ~~prize~~Company, ~~liabilities~~Inc., ina ~~the~~Nevada ~~accompanying condensed consolidated balance sheets~~corporation.

~~11.~~Increase ~~COMMITMENTS~~in ~~AND~~Authorized ~~CONTINGENCIES~~Common Stock

~~Lease~~Concurrent ~~commitments~~with the June 11, 2012 re-domicile to a Nevada corporation, the shareholders voted to increase the number of authorized shares of $0.001 par value common stock to 1,010,000,000. Previously, the shareholders voted on February 26, 2011 to increase the number of authorized shares of $0.001 par value common stock to 500,000,000. Authorized shares had been increased from 50,000,000 to 250,000,000 in 2009.

In ~~the normal course of business~~2013, the ~~Company enters~~Board ~~into a number~~ of ~~off-balance~~Directors ~~sheet~~increased ~~commitments. These commitments expose~~ the ~~Company~~number ~~to varying degrees~~ of ~~credit~~authorized ~~and~~shares ~~market risk and are subject~~ to ~~the same credit and market risk limitation reviews as those recorded on the Company’s consolidated balance sheets. The Company leases space for its manufacturing operations in Shawnee~~3,000,000,000 ~~Kansas~~(Note ~~and leases equipment used in operations at that location~~12). ~~Amounts of minimum future annual commitments under non-cancelable operating leases are as follows:~~

2013	$	74,481
2014		150,327
2015		129,279
2016		108,022
2017 and thereafter		45,305
Total	$	507,413

Sales of Common Stock

14During the nine months ended September 30, 2013, the Company received and accepted subscriptions for 246,955,267 shares of common stock. 2,500,000 of these subscriptions were accepted at $0.02 per share and 244,455,267 were accepted at $0.007 per share. The sale of unregistered equity securities resulted in a capital increase of $1,113,731, before offering costs. The Company had previously recorded a $527,216 common stock payable on its books at June 30, 2013 to reflect the value of 49,828,429 of common shares not yet issued related to subscriptions sold during the quarter ended June 30, 2013 which shares were issued during the quarter ended September 30, 2013.

InDuring ~~addition~~the tothree ~~these~~and ~~commitments,~~nine ~~the~~months ~~Company pays~~ended ~~monthly~~September ~~rent~~30, 2013, shares issued for ~~its~~services ~~corporate~~totaled ~~offices~~129,000,000 and ~~rent~~294,368,549 ~~for~~and awere ~~warehouse~~valued ~~forklift~~at $903,000 ~~both~~and on$3,077,037. ~~month~~Management tobelieves ~~month~~that ~~basis,~~related ~~totaling~~services $6were fully provided as of September 30,~~395~~ ~~per month~~2013 and thus were fully amortized to expense.

~~Litigation~~As of September 30, 2013, there were 1,296,159,433 shares issued and outstanding.

InConversion ~~addition to the matters described in Note 9, from time to time, the Company is involved in litigation arising in the normal course~~ of ~~business.~~Preferred ~~Management~~Stock ~~believes that resolution of these other matters will not result in any payment that, in the aggregate, would be material~~ to ~~the~~Common ~~Company’s consolidated financial position or results of operations.~~ Stock

12On February 27, 2009, the Company entered into an agreement with the two preferred stockholders to convert all 56,500 shares of Series “A” Preferred shares held by them in exchange for 5,000,000 shares of the Company’s common stock (the “Share Guarantee”). ~~SUBSEQUENT~~The ~~EVENTS~~delivery of the common stock to the preferred stockholders took place in March 2009 and the Company was released by the stockholders from any and all future claims and liabilities. The preferred stockholders have the right to sell the common stock at a rate of 1,250,000 in the aggregate every 90 days starting May 15, 2009 and the right to sell at will after June 30, 2010. The Company has agreed that the total value of the shares sold over the Liquidation Period, which is defined as the period from May 15, 2009 to April 30, 2010, to be at a minimum of $800,000 or the market value of 5,000,000 shares at $0.16 per share. If the value of the shares sold during the Liquidation Period is less than $800,000, then the Company will have the right to purchase any unsold shares at a price of $0.16 per share. If the gross proceeds from all sales is still less than $800,000 then the Company shall have the right and not the obligation to make up the difference by making a cash payment on or before May 31, 2010. In addition, no later than June 15, 2010, the Company is obligated to issue an additional 3,000,000 shares of the common stock in total to these stockholders if the sales proceeds and any additional payments made by the Company is less than $800,000. The Share Guarantee was subsequently amended to extend the Liquidation Period described above to June 30, 2011 and those amendments required the Company to issue 6,000,000 shares of common stock with a fair value of $400,000 in 2010. In connection with the Share Guarantee, the Company recognized an additional expense, and a corresponding accrued liability, of $600,000 in 2010. In October 2012, the Share Guarantee was amended, subject to the Company’s ability to satisfy certain required payments and other conditions. As the Company did not satisfy its contractual obligations, the amendment was cancelled and became null and void. Although the Company’s contractual obligations under the Share Guarantee terminated in 2011, management intends to fulfill the Company’s obligations under the related agreements and amendments. Based on the $800,000 amount of the guarantee, amounts realized by the counterparties from selling related shares, and the number of shares the counterparties have left to sell, management estimates the Company’s obligation under the Share Guarantee to be $400,000 as of December 31, 2012. In March 2013, payment of 10 million shares of common stock with a value of $100,000 was granted to these stockholders as consideration for interest due to past due payments on the Company’s obligation under this agreement.

During the period from July 1, 2013 to August 12, 2013, the Company received and accepted subscriptions for 74,001,104 shares of common stock at $0.007 per share. Proceeds from the sales of equity securities aggregated $518,008, before offering costs.13

15ALL AMERICAN PET COMPANY, INC.

~~ITEM~~Notes 2.to ~~Management’s~~the ~~Discussion~~Condensed ~~and~~Consolidated ~~Analysis of~~ Financial ~~Condition and Results of Operations~~Statements

~~Overview~~September 30, 2013

All American Pet Company, Inc. and its consolidated subsidiaries (“AAPT”) develops and markets innovative first-to-market pet wellness products including super-premium dog food bars, dog food snacks and antibacterial paw wipes.Unaudited

~~The~~Warrants ~~executive~~and ~~offices~~Stock ~~are located at 1100 Glendon Avenue, 17th Floor, Los Angeles, California 90024. The office telephone number is (310) 689-7355.~~ Options

The Company’s ~~online~~did ~~sites~~not ~~are~~issue ~~www.allamericanpetcompany.com, www.nutrabar.com,~~any ~~www.pawtizer.com~~warrants or stock options during the nine months ended September 30, ~~www~~2013.~~facebook.com/nutrabar~~ Further, ~~www.facebook.com/pawtizer~~there were no warrant or stock option exercises, ~~www.vetresearchlibrary.com~~expirations or cancellations during the nine months ended September 30, ~~http://issuu.com/nutrabar and~~ ~~http://bewelllivelong~~2013.~~wordpress.com~~

~~The~~Common ~~information~~Stock on our websites are not, and shall not be deemed to be, a part of this report or incorporated by reference into this or any other filing we make with the Securities and Exchange Commission (the “SEC”)Receivable

~~History~~On April 6, 2010, the Company settled litigation with a former employee. Terms of the settlement required the former employee to place 400,000 shares of Company common stock valued at $52,000 in an escrow account in exchange for an initial payment of $8,000 and ~~its~~27 ~~Current Status~~monthly payments of $1,571. The Company will receive the shares of common stock after all of the payments have been made. The Company has made no payments related to this arrangement (Note 9).

~~All~~On ~~American~~February ~~Pet~~3, ~~Company~~2011, ~~Inc.~~through ~~was~~mediation, ~~initially organized~~the ~~under~~Company ~~the~~settled ~~laws~~litigation with a former employee. Terms of the ~~State~~settlement ofrequired ~~New~~the ~~York~~former ~~(“All~~employee ~~American~~to ~~Pet~~place ~~Company~~750,000 ~~Inc.~~shares ~~NY”)~~of inCompany ~~February~~stock ~~2003.~~valued Inat ~~January 2006~~$90,000 ~~All~~in ~~American~~an ~~Pet~~escrow ~~Company,~~account ~~Inc.~~in NYexchange ~~merged~~for ~~into~~14 ~~All~~monthly ~~American~~payments ~~Pet~~of ~~Company~~$6, ~~Inc~~576. aThe ~~Maryland~~Company ~~Corporation~~will ~~(“All~~receive ~~American Pet~~the ~~Company,~~shares ~~Inc.~~of ~~MD”).~~common Instock ~~June~~after ~~2012,~~all ~~All~~of ~~American~~the ~~Pet~~payments ~~Company,~~have ~~Inc~~been made. MDThe ~~merged~~Company ~~into~~has amade ~~Nevada~~no ~~Corporation,~~payments ~~(“All~~related ~~American Pet~~to ~~Company,~~this ~~Inc~~arrangement.~~”).~~

~~The Company has formed a number of wholly owned subsidiaries to provide for accountability of each of its operations~~9. ~~All American PetCo~~LITIGATION, ~~Inc. was formed in January 2008 to provide corporate infrastructure and management services. All American Pet Brands~~CLAIMS, ~~Inc.~~AND was formed in April 2009 to be the Company’s manufacturing and warehousing operation. In September 2009, the Company signed a license and distribution agreement with AAP Sales and Distribution, Inc., a third party company, that obtained the rights to sell certain of the Company’s products on a non-exclusive basis. AAP Sales and Distribution, Inc.’s operations have been consolidated with All American Pet Company, Inc. based on accounting guidelines for Variable Interest Entities.JUDGMENTS

InThe ~~2010~~Company ~~and~~is ~~2011,~~involved ~~AAPT~~in ~~produced,~~various ~~marketed~~litigation, ~~and~~ ~~beta~~claims ~~tested two super-premium dog foods under the brand names Grrr-nola®Natural Dog Food~~ and ~~Chompions®. We~~judgments ~~believe~~involving ~~that~~vendors, ~~both~~former ~~Grrr-nola®Natural~~employees, ~~Dog Food~~ and ~~Chompions®~~a ~~were~~promissory ~~the~~noteholder. ~~first~~A ~~dog~~summary ~~food products~~is ~~that~~as ~~were formulated for canine heart health and endorsed by a veterinary cardiac surgeon.~~follows:

In 2012, after the beta testing, the Company completed market research, proprietary scientific formulation and testing for an all-natural super premium bar category called NutraBar™ - original, low fat and senior formulas. It also produced proprietary formulations for two additional bars – Chomp Bar™ and Mutt Bar™. It has successfully launched its portable, convenient and functional NutraBar™ line of all natural true food super premium bars to both online and traditional brick and mortar retailers. Each gluten-free 4 ounce bar has a kCal equivalent of 8 ounces of super-premium dry dog food. The bars have been both manufactured and packaged by the Company since the fourth quarter 2012 and related sales commenced in 2013.

	September 30,		December 31,
	2013		2012

Vendors	$	382,473	$	382,473
Employees		254,292		268,245
Noteholder		250,291		227,281

	$	887,056	$	877,999

The Company has shown and announced to the U.S. market the first line of all-natural super premium dog treats called CHEWIES™, which comes in three flavors, and is preparing to market its CHEWIES™ line of flavored all-natural super-premium 27% protein dog treats.Vendors

~~During~~As ~~2012,~~of ~~the~~December ~~Company~~31, ~~also~~2011, ~~launched its~~one ~~PAWtizer™~~vendor ~~line~~had ofa ~~wet~~settlement ~~wipes~~agreement ~~and~~for ~~spray~~$20,000. ~~the~~As ~~pet~~of ~~care~~September ~~industry’s~~30, ~~first~~2013 ~~alcohol-free,~~no ~~anti-bacterial~~payments ~~dog~~have ~~cleaner~~been made.

~~The~~During ~~Company~~2012, ~~has~~six ~~never~~vendors ~~operated~~made atclaims aor ~~profit and~~were isawarded ~~dependent~~judgments ~~upon~~against ~~additional financing to remain a going concern. Throughout 2012,~~ the Company ~~obtained~~for ~~equity~~a ~~capital~~total ~~in the amount~~ of ~~approximately~~ $3364,~~000,000 and continues to seek additional equity capital to sustain operations~~473. ~~During~~Also during the ~~three~~year ~~months~~ ended ~~June~~December 3031, ~~2013~~2012, ~~the~~a ~~Company~~payment ~~obtained~~of $~~583~~2,~~778~~000 ofwas ~~equity~~made ~~capital~~to ~~and~~one ~~borrowed~~of ~~$478,981~~the ~~from~~vendors ~~its~~which ~~CEO~~payment ~~and~~fulfilled ~~President~~that ~~under~~claim ~~the terms~~in offull. aThe ~~convertible~~balance ~~note~~outstanding to ~~sustain~~the ~~operations.~~remaining ~~The~~five ~~Company~~vendors ~~remains~~at ~~under~~September ~~significant~~30, ~~financial~~2013 ~~strain,~~and ~~primarily~~December ~~because~~31, ~~of its~~2012 ~~limited~~was ~~operating~~$362,473. ~~funds~~On ~~and~~July a23, ~~significant~~2012, ~~amount~~one of ~~past~~the ~~due~~vendors ~~debts.~~filed ~~The~~an ~~limited~~action ~~amount~~against ofthe ~~operating~~Company ~~capital~~and ~~may~~certain ~~preclude~~officers ~~the Company’s~~as ~~ability~~individuals tofor ~~execute~~an ~~its~~original ~~manufacturing~~$150,000 ~~marketing,~~judgment ~~and~~previously ~~distribution~~awarded ~~objectives~~in orarbitration, towhich ~~continue~~bears ~~operations~~4.75% Asinterest, a$49,950 ~~result~~in legal fees, ~~the~~ ~~reports~~and of$4,981 ~~the~~in ~~independent~~other ~~registered~~fees. ~~public~~A ~~accounting~~court ~~firms~~has onnot ~~the~~heard ~~Company’s~~this ~~2012~~action. ~~and~~The ~~2011~~Company ~~consolidated~~has ~~financial~~recognized ~~statements include~~$221,463 ~~explanatory~~in ~~paragraphs~~its ~~expressing~~September ~~substantial~~30, ~~doubt~~2013 ~~regarding~~and ~~the~~December ~~Company’s~~31, ~~ability~~2012 toconsolidated ~~continue~~balance assheets arelating ~~going~~to ~~concern~~this matter.

1614

~~Products~~ALL AMERICAN PET COMPANY, INC.

~~The~~Notes Company has developed a number of innovative pet wellness products. The Company is also in the process of developing new products, variations of existing products and other items that will complement and enhance the Company’s array of product offerings. The Company requires significant additional financing to ~~market, manufacture and sell its existing products and to develop new products. Key components of~~ the ~~Company’s product~~Condensed ~~offerings~~Consolidated ~~are~~Financial ~~described below:~~Statements

~~NutraBar™~~September 30, 2013

The Company has developed (and launched in 2013) the pet industry’s first dog food product packaged as a nutritional food bar. With three product lines targeting the super-premium dog food and dog treat segments, the Company’s all-natural bars are the equivalent of 8 ounces of dry kibble in a 4 ounce bar. These bars offer a high protein meal or snack without the inconvenience of bags and bowls. AAPT’s true food bars are formulated to contain a blend of natural ingredients and provide essential nutrients optimized to promote a dog’s nutrition, health, and vitality. Unaudited

~~CHOMPBar™~~Former Employees

~~The~~As ~~line~~of ~~contains~~December ~~27%~~31, ~~protein quad~~2011, ~~segmented~~six 4former ~~ounce~~employees ~~bars~~made ~~with~~claims ~~digestive~~or ~~fiber~~were ~~enhancements~~awarded injudgments ~~addition~~against tothe ~~functional~~Company ~~vitamin~~for ~~and~~a ~~mineral~~total ~~supplementation~~of $211,480. ~~It comes~~During 2012, one former employee entered into a settlement agreement for $50,000, and there were no payments made in ~~original~~2013 or 2012. The Company accrues interest on these claims at 10% per year. The balance outstanding at September 30, ~~low~~2013 ~~fat~~and December 31, 2012 was $254,292 and ~~senior~~$268,245, ~~formulas~~respectively.

~~MUTTBar™~~As described in Note 8, the Company has settlement agreements with two former employees that require monthly cash payments and provide for the return of 1,150,000 shares of common stock if the Company satisfies its payment obligations to the former employees.

~~Mutt™Bar~~Promissory products contain 25% protein and are supplemented with omega 3 fatty acid to promote healthy skin and coat. They are fortified with vitamin and amino acids. The bars will also be a quad-segmented 4 ounce wrapped bar available singly, as well as in full-color display cartons of a dozen. They also come in original, low fat, and senior formulas.Noteholder

~~CHEWIES™~~On August 9, 2012, the Company settled litigation with a note holder. The settlement requires the Company to pay cash of $300,000 and interest at 8% per annum. Terms of the settlement require an initial payment of $50,000 and quarterly payments of $30,000 beginning October 1, 2012. Total payments during 2012 were $80,000. The outstanding principal balance and accrued interest as of September 30, 2013 and December 31, 2012, was $250,291 and $227,281, respectively.

~~The~~In ~~Company’s~~the ~~line~~event of ~~27%~~ ~~high~~default, ~~protein~~the ~~dog~~noteholder ~~snacks~~can ~~will~~enter bea ~~made~~stipulated ~~with~~judgment against the ~~same~~Company ~~nutritive~~and ~~ingredients~~certain officers as individuals in the ~~food~~amount ~~bars~~of ~~with~~$1,197,190. ~~additional~~The ~~flavorings~~Company ~~added. CHEWIES™~~has ~~will~~not bemade ~~packaged~~the inrequired 8January ~~ounce~~1, ~~and~~2013, 16April ~~ounce~~1, ~~re-sealable~~2013, ~~pouches~~or ~~containing~~June ~~approximately~~1, 322013 payments and 64the ~~bite~~noteholder ~~sized~~has ~~pieces~~not filed the stipulated judgment against the Company.

~~PAWtizer™~~10. CUTEST DOG COMPETITION

~~The~~In ~~Company~~May ~~developed~~2009, ~~PAWtizer™ for~~ the ~~purpose~~Company offinalized ~~protecting~~plans ~~the~~to 53host ~~million~~a ~~American~~nationwide ~~families~~viral ~~that~~marketing ~~are~~contest ~~homes~~known toas 78the ~~million~~“Cutest ~~dogs~~Dog ~~from~~Competition”. ~~infectious~~The ~~human~~contest ~~germs~~started ~~such as~~on ~~MRSA~~August 1, ~~E. coli~~2009, ~~Salmonella~~allowing ~~and~~every ~~other~~dog ~~bacteria~~owner ~~that~~in ~~are~~America ~~innocently~~to ~~picked~~have upthe byopportunity ~~dogs and transferred~~ to ~~humans.~~submit ~~PAWtizer™ is~~a ~~the~~picture ~~pet~~of ~~care~~their ~~industry’s~~dog. ~~first~~The ~~alcohol-free~~Company ~~anti-bacterial~~announced ~~dog~~the ~~cleaner.~~winner ~~With~~of ~~PAWtizer™,~~ the ~~Company~~“Cutest isDog ~~delivering a~~Competition” ~~product~~on ~~that~~its ~~research~~website ~~has~~as ~~shown~~well toas beat ~~more~~a ~~useful~~major ~~and~~venue ~~effective~~on ~~than~~Thanksgiving ~~alcohol~~Day. ~~PAWtizer™~~Prizes iswere ~~available~~distributed infor ~~canisters~~regional ofwinners, ~~100~~ and 45three ~~count,~~top ~~chemically~~regional ~~treated~~winners ~~wet~~received ~~wipes~~a ~~that~~$5,000 ~~have~~prize ~~been~~each, ~~shown~~qualified toas ~~kill~~finalists ~~99.9%~~for of the ~~germs~~final ~~resident on a typical dog paw~~event. ~~PAWtizer™ also~~Regional ~~comes~~winners infrom aall ~~convenient~~over 8the ~~ounce~~country ~~spray~~then ~~with~~competed ~~Bitrex®~~for ~~added.~~the ~~Bitrex®~~title isof athe “~~bittering~~Cutest Dog Competition” ~~agent~~and that ~~will~~winner ~~prevent dogs~~was ~~from~~awarded ~~licking~~the ~~their~~$1 ~~paws~~million ~~and~~prize. ~~thus~~In ~~extending~~November ~~the~~2009, ~~reach of~~ the ~~antibacterial~~winner ~~effects~~was ~~of PAWtizer™~~announced.

The ~~principal~~present ~~active~~value ~~ingredient in~~of ~~PAWtizer™~~the ~~products~~$1,000,000 isobligation 0payable over 30 years at 7.135% ~~Benzalkonium~~present ~~chloride~~value is $336,500. aThe ~~germ~~discount ~~reducing~~of ~~agent~~$663,500 ~~that~~is ~~has~~being ~~been~~amortized ~~widely~~over ~~accepted~~30 ~~for~~years ~~use~~with asannual acash ~~topical antiseptic~~payments ~~for~~of ~~human~~$33,333. ~~cuts~~The Company did not make any payments during the nine months ended September 30, 2013 or in the years ended December 31, 2012 and ~~scrapes~~2011. As of September 30, 2013 and ~~“leave~~December on31, ~~skin”~~2012, ~~cosmetics~~$419,437 and $402,850, respectively, were recorded as prize liabilities in the accompanying condensed consolidated balance sheets.

1711. COMMITMENTS AND CONTINGENCIES

~~LIQUIDITY~~Lease ~~AND CAPITAL RESOURCES~~commitments

~~Our~~In ~~liquidity~~the ~~requirements~~normal ~~arise~~course ~~principally from~~of ~~our~~business, ~~working~~the ~~capital~~Company ~~needs,~~enters ~~including~~into ~~the~~a ~~cost~~number of ~~goods,~~off-balance ~~inventory,~~sheet ~~marketing,~~commitments. ~~officer~~These ~~compensation~~commitments ~~and~~expose ~~payroll~~the Company to varying degrees of credit and ~~general~~ market risk and ~~administrative~~are ~~costs.~~subject Into the ~~future,~~same wecredit ~~intend~~and tomarket ~~fund~~risk ~~our~~limitation ~~liquidity~~reviews ~~requirements~~as ~~through~~those arecorded ~~combination~~on ofthe ~~cash~~Company’s ~~flows~~consolidated ~~from~~ balance sheets. The Company leases space for its manufacturing operations in Shawnee, Kansas and ~~external~~leases ~~financings~~equipment used in operations at that location. Amounts of minimum future annual commitments under non-cancelable operating leases are as follows:

Our principal sources of liquidity have been sales of equity securities and borrowings. To meet our current requirements to operate, the Company has sold unregistered common stock and is currently attempting to undertake the sale of additional equity securities. As new funds are obtained, our principal uses of capital are to meet our operating requirements, production, marketing and advertising expenditures, and make investments in inventory and equipment. Additional funds could be used to reduce past due payroll taxes and other debts and payables. Until cash generated from operations is sufficient to satisfy our future liquidity requirements, we will be investigating purchase order and accounts receivable funding from different sources, as well as other sources of capital. We will also be looking to seek equity capital through the issuance of additional common stock.

2013	$	48,865
2014		150,327
2015		129,279
2016		108,022
2017 and thereafter		45,305
Total	$	481,798

In ~~February~~addition ~~2013~~to these commitments, the Company ~~entered~~pays ~~into an~~monthly ~~unsecured,~~rent ~~convertible~~for ~~promissory~~its ~~note~~corporate ~~with~~offices anand ~~unrelated~~rent ~~third party~~ for ~~$103,500, less~~ a $3warehouse forklift,~~500~~ ~~fee. The~~both ~~loan~~on ~~bears~~month ~~interest at~~to 8%month ~~per annum and a balloon payment of principal and accrued interest is due on November 12~~basis, ~~2013. At~~totaling ~~any time 180 days after the date of the note~~$6,395 ~~the~~per lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion datemonth.

As of June 30, 2013, one other source for funding was the $1,000,000 credit facility commitment from the Company’s, Chief Executive Officer, Barry Schwartz, and President, Lisa Bershan, provided to the Company in March 2012. On March 1, 2013, this credit facility was renewed with the following changes to the terms: Interest rate was lowered to 6.5% per year and the maturing date was amended to be due and payable not later than 48 months from the original issue date of the Revolving Grid Note. As of June 30, 2013, advances to the Company under this facility totaled $541,257, increasing the holders’ beneficial ownership by 246,025,909 shares of common stock. The Company’s need for significant future funding will likely result in significant additional dilution to our stockholders.15

~~The~~ALL ~~terms~~AMERICAN ofPET ~~the Grid Note provide that the conversion price be lowered upon the occurrence of certain defined events. Notwithstanding this fact~~COMPANY, the embedded conversion right is not required to be bifurcated from the host debt instrument, as the underlying common stock is not deemed to be readily convertible to cash (Accounting Standards Codification 815-15-25-51) based on management’s evaluation of the trading volume of the Company’s common stock and the lock up provisions of the Grid NoteINC.

~~The~~Notes conversion price of the Grid Note was below the closing market price of the Company’s common stock at the tie of related borrowings. As a result, the Company recognized beneficial conversion features, which were limited to the ~~amount~~Condensed ofConsolidated ~~the~~Financial Grid Note borrowings of $541,257. The beneficial conversion features are being amortized to interest expense over the term of the Grid Note (March 2016). During the three and six months ended June 30, 2013, interest expense related to the amortization of beneficial conversion features totaled $25,000.Statements

InSeptember ~~the three months ended June~~ 30, ~~2013,~~ ~~the Company raised $583,778 of equity capital before offering costs. The Company is currently seeking additional sources of funding.~~2013

Because of our lack of funding and limited ability to adequately market our products, the Company has incurred high costs in manufacturing and marketing our products. Further, the Company has incurred significant fixed costs, including officer compensation, occupancy and public company costs. As a result, we have experienced large operating losses and negative cash flow. The Company has funded its operations primarily through the issuance of equity securities and debt. Additional capital infusions will be needed to manufacture, distribute and promote our products, sustain operations and make payments and settlements of existing debts and obligations. The Company believes that its future profitability will depend on the commercial and consumer acceptance of its products, effective marketing strategies, efficient production and proper execution of its business plan, as to all or any of which, no assurance can be given. Additionally, success with its external financing strategies will be needed to effectuate our business plans. The Company’s limited operating history makes it difficult to evaluate prospects of success, particularly because its business plan is founded on new and unproven products. Furthermore, there can be no assurance that the Company’s external financing strategies will yield any capital or the amount of capital necessary to execute its business plan.Unaudited

18Litigation

~~Results~~In ofaddition ~~Operations~~to ~~for~~the matters described in Note 9, from time to time, the ~~Six~~Company ~~Months Ended~~is ~~June~~involved 30in litigation arising in the normal course of business. Management believes that resolution of these other matters will not result in any payment that, ~~2013~~in ~~and~~the ~~2012~~aggregate, would be material to the Company’s consolidated financial position or results of operations.

~~The~~12. ~~following~~SUBSEQUENT discussion of the results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto for the six month period ended June 30, 2013 and 2012 included in this Quarterly Report as well as the statements included in our Form 10-K for the year ended December 31, 2012.EVENTS

~~The~~During ~~Company’s~~the ~~expenses~~period ~~have~~from ~~increased dramatically~~October in1, ~~relation~~2013 to March ~~sales~~13, as2014, the Company isreceived ~~launching new products~~ and ~~preparing~~accepted subscriptions for ~~future growth. For the six months ended June 30~~71, ~~2013~~843,000 ~~net~~shares ~~sales were $113,491 which is attributable to the introduction~~ of ~~the~~common ~~NutraBar™~~stock ~~product~~at ~~line.~~prices ~~Cost of~~between ~~goods sold were~~ $~~116,330~~0.004 ~~during~~and ~~the same period~~$0.007 ~~Net~~per ~~sales during our second quarter were lower than our first quarter sales primarily as a result of production inefficiencies~~share. ~~Our~~Proceeds ~~negative gross margin results~~ from ~~our~~the sales ~~being insufficient to cover certain fixed production costs. Net sales and cost~~ of ~~sales~~equity ~~for~~securities ~~the~~aggregated ~~same period in 2012 were~~ $10325,~~930~~372 ~~and~~before ~~$5,514,~~offering ~~respectively~~costs.

~~Sales~~During ~~and~~the ~~marketing~~period ~~expenses decreased $47,950,~~ from ~~$177,733~~October ~~to $129~~1,~~783,~~ ~~for~~2013 ~~the~~to March ~~six months ended June 30~~13, ~~2012 and 2013~~2014, ~~respectively.~~the ~~Higher~~Company ~~expenses~~issued ina ~~the~~total ~~first six months~~ of ~~the prior year are primarily due to product development~~38, ~~testing~~413,394 ~~and~~shares ~~promotion~~ of ~~the~~common ~~NutraBar™~~stock ~~product~~as ~~line while~~non-cash ~~the~~stock ~~Company~~based ~~was~~compensation into ~~early~~various ~~stages~~consultants ofin ~~NutraBar™~~exchange ~~development.~~for ~~General~~consulting and ~~administrative~~advisory ~~expenses~~services ~~increased~~at ~~$491,599,~~prices ~~from $749,549~~between to $~~1,241,148,~~0.004 ~~for the six months ended June 30, 2012~~ and ~~2013~~$0.01 ~~This~~per ~~increase~~share ~~is attributable to payroll~~ and ~~facility expenses~~an ~~for~~aggregate ~~our~~non-cash ~~new~~stock-based ~~manufacturing~~compensation ~~division~~expense ~~in Shawnee, KS~~ of ~~approximately~~ $~~234~~246,~~000 and increases to legal, consulting and commission expenses of approximately $258,000 over the same period last year~~244.

1916

~~Results~~ITEM of2. ~~Operations~~Management’s ~~for~~Discussion ~~the~~and ~~Three~~Analysis ~~Months~~of ~~Ended~~Financial ~~June~~Condition ~~30, 2013~~ and ~~2012~~Results of Operations.

The following discussion of the results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and notes thereto for the three month period ended June 30, 2012 and 2013 included in this Quarterly Report as well as the statements included in our Form 10-K for the year ended December 31, 2012.Overview

~~The~~All ~~Company’s~~American ~~expenses~~Pet ~~have increased dramatically in relation to sales as the~~ Company ~~is launching new products and preparing for future growth. For the three months ended June 30~~, ~~2013, net sales were $20,947 which is attributable to the NutraBar™ product line~~Inc. ~~Cost~~and ofits ~~goods~~consolidated ~~sold~~subsidiaries ~~were $43,566~~(“AAPT”) ~~for~~develops ~~the~~and ~~same~~markets ~~period.~~innovative ~~Net sales during our second quarter were lower than our~~ first ~~quarter sales primarily as a result of production inefficiencies. Our negative gross margin results from our sales being insufficient~~ -to-market ~~cover~~pet ~~certain~~wellness ~~fixed~~products ~~production costs.~~including ~~Net~~super-premium ~~sales~~dog ~~and~~food ~~cost~~bars, ofdog ~~sales~~food ~~for~~snacks ~~the same period in 2012 were $10,930~~ and ~~$5,514,~~antibacterial ~~respectively~~paw wipes.

~~Sales~~The ~~and~~executive ~~marketing~~offices ~~expenses~~are ~~decreased $37,009,~~located ~~from~~at ~~$100,261~~1100 toGlendon ~~$63~~Avenue,~~252,~~ ~~for~~17th ~~the three months ended June 30~~Floor, ~~2012~~Los ~~and 2013~~Angeles, ~~respectively.~~California Higher expenses in the prior year period are primarily due to product development, testing, and promotion of the NutraBar™ product line while the Company was in early stages of NutraBar™ development90024. ~~General~~The ~~and~~office ~~administrative~~telephone ~~expenses~~number ~~increased $321,863, from $406,056 to $727,919, for the three months ended June 30, 2012 and 2013. This increase~~ is attributable to payroll and facility expenses for our new manufacturing division in Shawnee, KS of approximately $170,000 and increases to legal, consulting and commission expenses of approximately $152,000 over the same period last year(310) 689-7355.

~~Critical~~The ~~Accounting~~Company’s ~~Estimates~~online sites are www.allamericanpetcompany.com, www.nutrabar.com, www.pawtizer.com, www.facebook.com/nutrabar, www.facebook.com/pawtizer, www.vetresearchlibrary.com, http://issuu.com/nutrabar and http://bewelllivelong.wordpress.com

~~Our~~The ~~unaudited~~information ~~interim~~on ~~financial~~our ~~statements have~~websites ~~been~~are ~~prepared~~not, inand ~~accordance~~shall ~~with~~not ~~accounting~~be ~~principles~~deemed ~~generally accepted in the United States of America. Preparation of these statements requires management~~ to ~~make~~be, ~~judgments and estimates. Some accounting policies have~~ a ~~significant~~part ~~impact on amounts reported in these financial statements. A description~~ of ~~accounting~~this ~~policies~~report ~~that~~or ~~are~~incorporated ~~considered~~by ~~critical~~reference ~~may~~into bethis ~~found~~or inany ~~our~~other ~~Annual Report~~filing onwe ~~Form~~make ~~10-K for the year ended December 31, 2012, filed~~ with the ~~SEC~~Securities onand ~~June~~Exchange ~~17,~~Commission ~~2013, in Part II, Item 7 under~~ (the ~~heading~~ “~~Critical Accounting Policies/Estimates.~~SEC” ~~In addition, refer to Note 1 to the consolidated interim financial statements included in Part I, Item 1 of this report for a summary of our significant accounting policies.~~ )

~~Recent~~History ~~Accounting~~of ~~Pronouncements~~the Company and its Current Status

WeAll doAmerican ~~not~~Pet ~~believe~~Company, ~~that~~Inc. ~~any~~was ~~recent~~initially ~~accounting pronouncements~~organized ~~will~~under ~~have~~the laws of the State of New York (“All American Pet Company, Inc. NY”) in February 2003. In January 2006, All American Pet Company, Inc. NY merged into All American Pet Company, Inc. a ~~material~~Maryland ~~impact~~Corporation on(“All ~~the~~American Pet Company’s, ~~consolidated~~Inc. ~~financial~~MD”). ~~statements~~In June 2012, All American Pet Company, Inc. MD merged into a Nevada Corporation, (“All American Pet Company, Inc.”).

~~Off~~The Company has formed a number of wholly owned subsidiaries to provide for accountability of each of its operations. All American PetCo, Inc. was formed in January 2008 to provide corporate infrastructure and management services. All American Pet Brands, Inc. was formed in April 2009 to be the Company’s manufacturing and warehousing operation. In September 2009, the Company signed a license and distribution agreement with AAP Sales and Distribution, Inc., a third party company, that obtained the rights to sell certain of the Company’s products on a non-~~Balance~~exclusive ~~Sheet~~basis. ~~Arrangements~~AAP Sales and Distribution, Inc.’s operations have been consolidated with All American Pet Company, Inc. based on accounting guidelines for Variable Interest Entities.

~~Other~~In ~~than~~2010 ~~the~~and ~~lease~~2011, ~~commitments~~AAPT ~~described in~~produced, ~~Note~~marketed, 11and tobeta ~~our~~tested ~~June~~two ~~30,~~super-premium ~~2013~~dog ~~unaudited~~foods ~~condensed~~under ~~consolidated~~the ~~financial~~brand ~~statements,~~names weGrrr-nola® ~~have~~Natural noDog ~~off-balance~~Food ~~sheet~~and ~~arrangements~~ Chompions®. We believe that ~~have~~both orGrrr-nola® ~~are~~Natural ~~likely~~Dog toFood ~~have~~and aChompions® ~~current~~were orthe ~~future~~first ~~effect~~dog onfood ~~our~~products ~~financial~~that ~~condition,~~were ~~revenues~~formulated orfor ~~expenses,~~canine ~~results~~heart ofhealth ~~operations, liquidity,~~and ~~capital~~endorsed ~~expenditures~~by ora ~~capital~~veterinary ~~resources~~cardiac surgeon.

~~Forward~~In ~~Looking~~2012, ~~Statements~~after the beta testing, the Company completed market research, proprietary scientific formulation and testing for an all-natural super premium bar category called NutraBar™ - original, low fat and senior formulas. It also produced proprietary formulations for two additional bars – Chomp Bar™ and Mutt Bar™. It has successfully launched its portable, convenient and functional NutraBar™ line of all natural true food super premium bars to both online and traditional brick and mortar retailers. Each gluten-free 4 ounce bar has a kCal equivalent of 8 ounces of super-premium dry dog food. The bars have been both manufactured and packaged by the Company since the fourth quarter 2012 and related sales commenced in 2013.

~~This~~The ~~Quarterly~~Company ~~Report~~has ~~contains~~shown ~~forward-looking statements~~and announced to the U.S. ~~These~~market ~~forward~~the first line of all-~~looking~~natural ~~statements~~super ~~include~~premium dog treats called CHEWIES™, ~~but~~which ~~are~~comes ~~not~~in ~~limited~~three toflavors, ~~predictions~~and ~~regarding:~~is preparing to market its CHEWIES™ line of flavored all-natural super-premium 27% protein dog treats.

•During ~~our~~2012, ~~business~~the ~~plan;~~Company also launched its PAWtizer™ line of wet wipes and spray, the pet care industry’s first alcohol-free, anti-bacterial dog cleaner.

•The Company has never operated at a profit and is dependent upon additional financing to remain a going concern. Throughout 2012, the ~~commercial~~Company ~~viability~~obtained equity capital in the amount of ~~our~~approximately ~~products;~~$3,000,000 and continues to seek additional equity capital to sustain operations. During the three months ended September 30, 2013, the Company obtained $651,498 of equity capital and borrowed $82,807 from its CEO and President under the terms of a convertible note to sustain operations. The Company remains under significant financial strain, primarily because of its limited operating funds and a significant amount of past due debts. The limited amount of operating capital may preclude the Company’s ability to execute its manufacturing, marketing, and distribution objectives or to continue operations. As a result, the reports of the independent registered public accounting firms on the Company’s 2012 and 2011 consolidated financial statements include explanatory paragraphs expressing substantial doubt regarding the Company’s ability to continue as a going concern.

~~• the effects of competitive factors on our products;~~17

~~• expenses we will incur in operating our business and revenues we will earn in operating our business;~~Products

•The ~~our~~Company ~~liquidity~~has developed a number of innovative pet wellness products. The Company is also in the process of developing new products, variations of existing products and ~~sufficiency~~other items that will complement and enhance the Company’s array of product offerings. The Company requires significant additional financing to market, manufacture and sell its existing ~~cash;~~products and to develop new products. Key components of the Company’s product offerings are described below:

~~• the success of our financing plans; and~~NutraBar™

•The Company has developed and launched in 2013 the ~~outcome~~pet ofindustry’s ~~existing~~first dog food product packaged as a nutritional food bar. With three product lines targeting the super-premium dog food and dog treat segments,the ~~pending~~Company’s all-natural bars are the equivalent of 8 ounces of dry kibble in a 4 ounce bar. These bars offer a high protein meal or ~~threatened~~snack ~~litigation~~without the inconvenience of bags and bowls. AAPT’s true food bars are formulated to contain a blend of natural ingredients and provide essential nutrients optimized to promote a dog’s nutrition, health, and vitality.

You can identify these and other forward-looking statements by the use of words such as “may”, “will”, “expects”, “anticipates”, “believes”, “estimates”, “continues”, or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.CHOMPBar™

~~Our~~The ~~actual~~line ~~results~~contains ~~could~~27% ~~differ~~protein ~~materially from~~quad ~~those~~segmented ~~anticipated~~4 inounce ~~these~~bars ~~forward-looking~~with ~~statements~~digestive asfiber aenhancements ~~result of various factors, including those set forth below under the heading “Risk Factors”. All forward-looking statements included~~ in ~~this~~addition ~~document are based on information available~~ to usfunctional onvitamin ~~the~~and ~~date~~mineral ~~hereof~~supplementation. WeIt ~~assume~~comes noin ~~obligation~~original, tolow ~~update~~fat ~~any~~and ~~forward-looking~~senior ~~statements~~formulas.

~~The information contained in this Quarterly Report is as of June 30, 2013, unless expressly stated otherwise.~~MUTTBar™

20Mutt™Bar products contain 25% protein and are supplemented with omega 3 fatty acid to promote healthy skin and coat. They are fortified with vitamin and amino acids. The bars will also be a quad-segmented 4 ounce wrapped bar available singly, as well as in full-color display cartons of a dozen. They also come in original, low fat, and senior formulas.

~~Item 3. Quantitative and Qualitative Disclosures about Market Risks~~CHEWIES™

AsThe aCompany’s ~~smaller~~line ~~reporting~~of ~~company,~~27% ~~All~~high ~~American Pet~~protein ~~Company,~~dog ~~Inc.~~snacks iswill ~~not~~be ~~required~~made towith ~~provide~~the same nutritive ingredients as the ~~information~~food ~~required~~bars bywith ~~this~~additional ~~item~~flavorings added. CHEWIES™ will be packaged in 8 ounce and 14 ounce re-sealable pouches containing approximately 32 and 64 bite sized pieces.

~~Item 4. Controls and Procedures~~PAWtizer™

~~Our~~The ~~management, with the participation of the~~ Company’s ~~Principal~~developed ~~Executive~~PAWtizer™ ~~Officer~~for ~~and Principal Financial Officer, has evaluated~~ the ~~effectiveness~~purpose of protecting the ~~Company’s disclosure~~53 ~~controls~~million ~~and~~American ~~procedures~~families ~~(as~~that ~~such~~are ~~term~~homes isto ~~defined~~78 inmillion ~~Rules~~dogs ~~13a-15(e)~~from ~~and~~infectious ~~15d-15(e)~~human ~~under~~germs ~~the~~such ~~Securities~~as ~~Exchange Act of 1934~~MRSA, ~~as amended (the “Exchange Act”)) as of the end of the period covered by this report~~E. Incoli, ~~designing~~Salmonella and ~~evaluating the~~other ~~disclosure~~bacteria ~~controls and procedures, management recognized~~ that ~~any~~are ~~controls~~innocently ~~and~~picked ~~procedures,~~up noby ~~matter~~dogs ~~how well designed~~ and ~~operated,~~ ~~can~~transferred ~~only~~to ~~provide~~humans. ~~reasonable~~PAWtizer™ ~~assurance~~is ~~of achieving~~ the ~~desired~~pet ~~control~~care ~~objectives~~industry’s ~~and~~first ~~management~~alcohol-free ~~is required to apply its judgment in evaluating the cost~~anti-~~benefit~~bacterial ~~relationship~~dog ~~of possible controls and procedures~~cleaner. ~~Based~~With ~~on such evaluation~~PAWtizer™, the Company~~’s Principal~~ ~~Executive~~is ~~Officer~~delivering ~~and~~a ~~Principal~~product ~~Financial Officer have concluded~~ that asresearch ofhas ~~June~~shown ~~30,~~to ~~2013,~~be ~~the~~more ~~Company’s~~useful ~~disclosure controls~~ and ~~procedures were not~~ effective, atthan ~~the~~alcohol. ~~reasonable~~PAWtizer™ ~~assurance~~is ~~level,~~available in ~~recording,~~canisters ~~processing,~~of ~~summarizing~~100 and ~~reporting~~45 count, on achemically ~~timely~~treated ~~basis,~~wet ~~information~~wipes ~~required~~that tohave bebeen ~~disclosed~~shown byto ~~the~~kill ~~Company~~99.9% inof the ~~reports~~germs ~~that~~resident iton ~~files~~a ortypical ~~submits~~dog ~~under~~paw. ~~the~~PAWtizer™ ~~Exchange Act~~also ~~and~~comes in ~~ensuring~~a ~~that~~convenient ~~information~~8 ~~required~~ounce tospray bewith ~~disclosed~~Bitrex® byadded. ~~the~~Bitrex® ~~Company~~is ina ~~the~~“bittering” ~~reports~~agent that itwill ~~files~~prevent ordogs ~~submits~~from ~~under~~licking ~~the Exchange~~their ~~Act~~paws ~~is accumulated~~ and ~~communicated~~thus toextending the ~~Company’s~~reach ~~management,~~of ~~including~~ the ~~Chief~~antibacterial ~~Executive~~effects ~~Officer~~of ~~and Principal Financial and Accounting Officer, as appropriate to allow timely discussions regarding required disclosure due to the material weaknesses described below~~PAWtizer™.

InThe ~~light~~principal ofactive ~~the~~ingredient ~~material~~in ~~weaknesses~~PAWtizer™ ~~described below,~~products weis ~~performed~~0.13% ~~additional~~Benzalkonium ~~analysis~~chloride, ~~and~~a ~~other~~germ ~~post-closing~~reducing ~~procedures~~agent ~~to ensure~~ that ~~our~~has ~~consolidated~~been ~~financial~~widely ~~statements were prepared in accordance with generally~~ accepted ~~accounting~~for ~~principles.~~use ~~Accordingly,~~as wea ~~believe~~topical ~~that~~antiseptic ~~the~~for ~~financial~~human ~~statements included~~cuts inand ~~this~~scrapes ~~report fairly present, in all material respects, our consolidated financial condition, results of operations, changes in stockholders’ equity~~ and ~~cash~~“leave ~~flows~~on ~~for~~skin” ~~the periods presented~~cosmetics.

·LIQUIDITY ~~Inadequate~~AND ~~resources.~~CAPITAL The Company did not consistently maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, SEC experience and training to (i) ensure the timely and accurate preparation of interim and annual financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), (ii) effectively segregate certain incompatible functions, and (iii) remediate previously communicated deficiencies. In addition, the Company placed substantial reliance on manual procedures and detective controls that lacked adequate management monitoring for compliance.RESOURCES

21Our liquidity requirements arise principally from our working capital needs, including the cost of goods, inventory, marketing, officer compensation and payroll and general and administrative costs. In the future, we intend to fund our liquidity requirements through a combination of cash flows from operations and external financings.

·Our ~~Control~~principal ~~environment.~~sources Weof ~~did~~liquidity ~~not~~have ~~maintain~~been ansales ~~effective~~of ~~control~~equity ~~environment~~securities and borrowings. ~~Specifically,~~To wemeet ~~did~~our ~~not~~current ~~maintain:~~requirements ~~(i)~~to aoperate, ~~documented~~the ~~risk~~Company ~~assessment~~has ~~process~~sold ~~that~~unregistered ~~adequately~~common ~~addresses~~stock ~~COSO~~and ~~objectives,~~is ~~(ii)~~currently ~~sufficient~~attempting ~~anti-fraud~~to ~~controls,~~undertake ~~including~~the asale ~~whistleblower~~of ~~program,~~additional ~~formal~~equity ~~written~~securities. ~~policies~~As ~~and~~new ~~procedures~~funds ~~for~~are ~~the~~obtained, ~~review~~our ~~and~~principal ~~approval~~uses of ~~transactions~~capital ~~with~~are ~~related~~to ~~parties~~meet our operating requirements, aproduction, ~~qualified~~marketing and ~~independent~~advertising ~~audit committee~~expenditures, and ~~directors~~make ~~that~~investments ~~are~~in ~~independent~~inventory ofand ~~management,~~equipment. ~~(iii)~~Additional ~~adequate~~funds ~~monitoring~~could ofbe ~~existing~~used ~~controls~~to ~~over~~reduce ~~financial~~past ~~reporting~~due payroll taxes and ~~individual~~other debts and ~~corporate~~payables. ~~performance~~Until ~~against~~cash ~~expectations,~~generated ~~(iv)~~from ~~appropriate~~operations ~~human~~is ~~resource~~sufficient ~~policies,~~to ~~such~~satisfy asour ~~background~~future ~~investigations~~liquidity ~~and~~requirements, ~~consistent~~we ~~performance~~will ~~reviews~~be ~~for~~investigating ~~key~~purchase ~~personnel,~~order and ~~(v)~~accounts ~~adequate~~receivable ~~documentation~~funding offrom ~~actions~~different ~~taken~~sources, byas ~~the~~well ~~Board~~as ~~regarding:~~other ~~fraud~~sources ~~oversight,~~of ~~review~~capital. ~~and~~We ~~approval~~will ofalso ~~external~~be ~~financial~~looking ~~statements,~~to ~~actions~~seek ~~supporting~~equity ~~executive~~capital ~~performance~~through ~~and~~the ~~compensation~~issuance of additional common stock.

· Period-end financial reporting processes. Effective controls over period-end financial reporting processes were not maintained to effectively ensure: (i) significant agreements, or amendments thereto, are analyzed and accurately accounted for in the proper period, (ii) key reconciliations, account analyses, and summaries are performed and approved with appropriate resolution of reconciling items in a timely manner, (iii) journal entries, both recurring and non-recurring, are analyzed and approved, (iv) the resulting financial information, statements and disclosures are reviewed and appropriate checklists are used for compliance with U.S. GAAP, (v) monthly closing quality control checklists were used consistently and thoroughly to ensure all financial reporting procedures and controls were performed, and (vi) documented reviews of financial results are compared to budgets and expectations.18

·On ~~Cash~~February ~~expenditures~~12, 2013, the Company entered into an unsecured, Convertible Promissory Note (the “Convertible Note”) with an unrelated third party for $103,500. The ~~Effective~~Convertible ~~controls~~Note ~~related~~bears interest at 8% per annum and a balloon payment of principal and accrued interest is due on November 12, 2013. At any time 180 days after the date of the Convertible Note, the lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to ~~expenditures~~the ~~were~~conversion ~~not~~date. Pursuant ~~maintained~~to the terms of the Convertible Note, the Company must meet all of its filing requirements with the Securities and Exchange Commission. During ~~Specifically~~the period, ~~controls~~the ~~were~~Company did not ~~properly~~comply ~~designed~~with orthis ~~operating~~provision ~~effectively~~and toas ~~ensure:~~a ~~(i)~~result ~~officer~~the ~~compensation~~Convertible Note went into default. As provided for in the Convertible Note, ~~including~~it ~~benefits~~became a demand note and demand was made, ~~are~~the ~~authorized~~amount due became $159,390 ~~reviewed~~which amount is composed of 150% of the principal amount or $155,250 which amount is composed of the principal amount of $103,500 and ~~approved~~the ondefault ainterest ~~timely~~amount ~~basis~~of $51,750, and ~~are~~the accrued interest of $4,140. During the quarter ended September 30, 2013, the entire principal amount of $103,500 together with $6,500 of interest for an aggregate amount of $110,000 was converted into 49,341,200 shares of the Company’s common stock. Further, as of October 22, 2013, the balance of $49,390 in ~~accordance~~interest was converted into 36,751,282 shares of the Company’s common stock. Finally, the intrinsic value of the beneficial conversion feature associated with ~~contractual~~the ~~agreements~~Convertible ~~and~~Note ~~(ii)~~was ~~expenditures~~$78,204 ~~made~~which byamount ~~management~~was ~~contained~~recorded ~~adequate~~as debt discount on the commitment date. As a result of the conversion of the entire principal and ~~appropriate~~interest ~~supporting~~due, ~~documentation~~the toCompany ~~establish~~fully amortized the ~~related~~debt ~~business~~discount ~~purpose~~during ofthe period ended September 30, 2013 and $78,204 in debt discount was recognized as interest expense during the ~~expenditure~~period ended September 30, 2013.

~~Changes~~On inSeptember ~~Internal~~17, ~~Control~~2013, the Company entered into an unsecured, Convertible Promissory Note (the “Convertible Note”) with an unrelated third party for $103,500. The Convertible Note bears interest at 8% per annum and a balloon payment of principal and accrued interest is due on June 19, 2014. At any time 180 days after the date of the Convertible Note, the lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. The intrinsic value of the beneficial conversion feature associated with the Convertible Note was $66,172 which amount was recorded as debt discount on the commitment date and will be amortized over ~~Financial~~ ~~Reporting~~the life of the Convertible Note. For the period ended September 30, 2013 the Company recorded $3,808 of the debt discount as interest expense. Subsequent to the quarter ended September 30, 2013, during November 2013, the Company did not comply with a requirement to meet all of its filing requirements with the Securities and Exchange Commission, and as provided for in the Convertible Note, it became a demand note and demand was made during November 2013. The amount due became $159,390 which amount is composed of 150% of the principal amount or $155,250 which amount is composed of the principal amount of $103,500 and the default interest amount of $51,750, and accrued interest of $4,140. The Company has made no payments on the Convertible Note.

~~There~~As ~~have~~of ~~not~~September ~~been~~30, ~~any~~2013, ~~changes~~one inother source for funding was the $1,000,000 credit facility commitment from the Company’s, ~~internal~~Chief ~~control~~Executive ~~over~~Officer, ~~financial~~Barry ~~reporting~~Schwartz, ~~(as~~and ~~such~~President, ~~term~~Lisa isBershan, ~~defined~~provided to the Company in ~~Rules~~March ~~13-15(f)~~2012. ~~and~~On ~~15d-15(f)~~March ~~under~~1, 2013, this credit facility was renewed with the ~~Exchange Act)~~following ~~during~~changes to the ~~six~~terms: Interest rate was lowered to 6.5% per year and the maturing date was amended to be due and payable not later than 48 months ~~ended~~from ~~June~~the original issue date of the Revolving Grid Note. As of September 30, 2013, ~~that~~advances ~~has~~to ~~materially~~the ~~affected,~~Company orunder isthis ~~reasonably~~facility ~~likely~~totaled to$624,064 ~~materially~~with ~~affect~~$15,106 in accrued interest, increasing the holders’ beneficial ownership by 290,531,696 shares of common stock. The Company’s ~~internal~~need ~~control~~for ~~over~~significant ~~financial~~future ~~reporting~~funding will likely result in significant additional dilution to our stockholders.

22The terms of the Grid Note provide that the conversion price be lowered upon the occurrence of certain defined events. Notwithstanding this fact, the embedded conversion right is not required to be bifurcated from the host debt instrument, as the underlying common stock is not deemed to be readily convertible to cash (Accounting Standards Codification 815-15-25-51) based on management’s evaluation of the trading volume of the Company’s common stock and the lock up provisions of the Grid Note.

~~PART~~The IIconversion price of the Grid Note was below the closing market price of the Company’s common stock at the time of related borrowings. ~~OTHER~~As ~~INFORMATION~~a result, the Company recognized beneficial conversion features, which were limited to the amount of the Grid Note borrowings of $624,064. The beneficial conversion features are being amortized to interest expense over the term of the Grid Note (March 2016). During the nine months ended September 30, 2013, interest expense related to the amortization of beneficial conversion features totaled $76,980.

~~Item 1. Legal Proceedings~~19

~~The~~During ~~Company~~the isnine ~~involved~~months inended ~~various~~September ~~litigation~~30, ~~involving vendors~~2013, ~~former~~ ~~employees~~the Company raised $1,113,731 ~~and~~of aequity ~~promissory~~capital ~~noteholder~~before offering costs. The Company is currently seeking additional sources of funding.

~~Vendors~~Because of our lack of funding and limited ability to adequately market our products, the Company has incurred high costs in manufacturing and marketing our products. Further, the Company has incurred significant costs, including officer compensation, occupancy and public company costs. As a result, we have experienced large operating losses and negative cash flow. The Company has funded its operations primarily through the issuance of equity securities and debt. Additional capital infusions will be needed to manufacture, distribute and promote our products, sustain operations and make payments and settlements of existing debts and obligations. The Company believes that its future profitability will depend on the commercial and consumer acceptance of its products, effective marketing strategies, efficient production and proper execution of its business plan, as to all or any of which, no assurance can be given. Additionally, success with its external financing strategies will be needed to effectuate our business plans. The Company’s limited operating history makes it difficult to evaluate prospects of success, particularly because its business plan is founded on new and unproven products. Furthermore, there can be no assurance that the Company’s external financing strategies will yield any capital or the amount of capital necessary to execute its business plan.

AsResults of ~~December~~Operations ~~31, 2011, one vendor had a settlement agreement~~ for ~~$20,000. During 2012, six vendors made claims or were awarded judgments against~~ the ~~Company~~Nine ~~for~~Months aEnded ~~total of~~September ~~$364,473, and related payments of $2,000 were made. The balance outstanding to these vendors at June~~ 30, 2013 and ~~December 31,~~ 2012 ~~was $382,473.~~

OnThe ~~July~~following ~~23,~~discussion ~~2012,~~of athe ~~vendor~~results ~~filed~~of anoperations ~~action against~~should ~~the~~be ~~Company~~read ~~and~~in ~~certain~~conjunction ~~officers~~with asour ~~individuals~~unaudited condensed consolidated financial statements and notes thereto for anthe ~~original~~nine ~~$150~~month period ended September 30,~~000~~ ~~judgment~~2013 ~~previously~~and ~~awarded~~2012 included in ~~arbitration,~~this ~~4.75% interest,~~Quarterly ~~legal~~Report ~~fees~~as ofwell ~~$49,950,~~as ~~and~~the ~~other~~statements ~~fees~~included ofin ~~$4,981.~~our ~~The~~Form ~~action~~10-K ~~has~~for ~~not~~the ~~been~~year ~~heard~~ended byDecember a31, ~~court~~2012.

~~Former~~The ~~Employees~~Company’s expenses have increased dramatically in relation to sales as the Company is launching new products and preparing for future growth. For the nine months ended September 30, 2013, net sales were $198,454 which is attributable to the introduction of the NutraBar™ product line and a significant sale of Pawtizer during the three months ended September 30, 2013. Cost of goods sold were $883,122 during the same period. Our negative gross margin results from our sales being insufficient to cover certain fixed production costs and from sales of Pawtizer for an amount below cost. Net sales and cost of sales for the same period in 2012 were $16,885 and $8,688, respectively.

AsDuring ofthe ~~December~~three 31months ended September 30, ~~2011~~2013, ~~six~~we ~~former~~completed ~~employees made~~a ~~claims~~sales ortransaction ~~were~~to ~~awarded~~a ~~judgments~~third ~~against~~party ~~the~~customer ~~Company~~in ~~for~~the aaggregate ~~total~~amount of $~~211~~140,~~961.~~049 ~~During~~for ~~2012~~35,100 ~~one~~units ~~former~~of ~~employee~~our ~~entered~~Pawtizer ~~into a~~product. The ~~settlement~~terms ~~agreement~~of ~~for~~the ~~$50,000,~~sales ~~and~~transaction ~~there~~agreed upon were no60-day ~~payments~~payment and free on board shipping (i.e. buyer pays for shipping). The ~~balance~~customer ~~outstanding~~maintains ata ~~June~~US ~~30,~~satellite ~~2013~~office and ~~December~~warehouse, 31and after receiving the product, ~~2012 was~~shipped ~~$271~~it oversees for sale. As of March 2014,~~628~~ we have not yet received payment for the product and thus have not recognized the $~~268~~140,~~245~~049 as revenue. The customer has indicated that they intend to make payment. In the future, ~~respectively~~if payment is received or conditions change to better indicate the likelihood of collectability, ~~and~~we ~~includes~~will ~~accrued~~recognize ~~interest~~as revenue the $140,049.

OnSales ~~April~~and 6marketing expenses increased $21,388, ~~2010~~from $248,523 to $269,911, for the ~~Company~~nine ~~settled~~months ~~litigation with~~ended ~~one~~September of30, ~~the~~2012 ~~six~~and ~~former~~2013, ~~employees~~respectively. ~~Terms~~Higher ofexpenses in the ~~settlement~~first ~~required~~nine months of the ~~former~~current ~~employee~~year are primarily due to ~~place~~product ~~400~~development,~~000~~ ~~shares~~testing, and promotion of ~~Company~~the ~~stock valued~~NutraBar™ atproduct ~~$52,000~~line inwhile anthe ~~escrow~~Company ~~account~~was in ~~exchange~~early ~~for~~stages anof ~~initial~~NutraBar™ ~~payment~~development. ofGeneral ~~$8,000~~ and 27administrative ~~monthly~~expenses ~~payments~~increased of$3,273,710, from $1,~~571.~~337,745 ~~The~~to ~~Company will~~$4,611,455, ~~receive~~for the ~~shares~~nine ofmonths ~~common~~ended ~~stock~~September ~~after~~30, ~~all~~2012 ofand ~~the~~2013. ~~payments~~This ~~have~~increase ~~been~~is ~~made.~~attributable ~~The~~almost ~~Company~~exclusively ~~made~~to no$3,077,729 ~~payments~~of ~~during~~non-cash ~~the~~stock ~~six~~based ~~months ended~~compensation ~~June~~expenses ~~30,~~to ~~2013,~~various noconsultants ~~payments~~ in ~~2012~~exchange for consulting and advisory services, and $3to a lesser extent,~~342~~ inpayroll ~~2011.~~and ~~The~~facility ~~outstanding~~expenses ~~balance~~as atwell ~~June~~as 30increases to legal, ~~2013~~consulting ~~was~~and ~~$31,432~~commission expenses.

OnOther ~~February~~expenses 3,increased ~~2011,~~to ~~through mediation~~$401, ~~the~~641 ~~Company~~during ~~settled litigation with one of~~ the ~~former~~nine ~~six~~months ~~former~~ended ~~employees.~~September ~~Terms of the settlement required the former employee to place 750~~30,~~000~~ ~~shares of Company stock valued at $90~~2013,~~000~~ inprimarily anas ~~escrow~~a ~~account~~result ~~in exchange for 14 monthly payments~~ of ~~$6,576. The~~increased ~~Company~~interest ~~will~~expenses ~~receive~~associated ~~the~~with ~~shares~~convertible ofnotes ~~common~~and ~~stock after all of~~ the ~~payments~~related ~~have~~party ~~been~~Grid ~~made.~~Note, ~~The~~including ~~Company made no payments during~~ the ~~six~~amortization ~~months~~of ~~ended~~related ~~June~~beneficial ~~30,~~conversion ~~2013, no payments in 2012, and $2,069 in 2011~~features. ~~The outstanding balance at June 30, 2013 was $90,000.~~

OnAs ~~January~~a ~~18,~~result ~~2013,~~of ~~All American Pet Company, Inc. (~~the ~~“Company”) filed an action entitled All American Pet Company~~above, ~~Inc.~~our ~~vs.~~net ~~Eric~~loss ~~Grushkin~~for ~~et al, in~~ the ~~Superior~~ ~~Court~~nine ofmonths ~~the~~ended ~~State~~September ~~of California~~30, ~~County~~2013 of ~~Los Angeles~~$5, ~~West District against defendant Eric Grushkin (Case Number: SC119776). As previously announced~~967,675 onincreased ~~January~~by 11$4, ~~2013~~358, ~~the~~789 ~~Company~~relative ~~was made aware that a former employee sent communications that contained intentionally misleading and harmful disclosures as well as confidential information regarding the Company~~ to ~~a selected group of shareholders. These communications included allegations that~~ the ~~Company’s~~nine ~~chief~~months ~~executive~~ended ~~officer~~September ~~and president engaged in acts of malfeasance~~30, ~~misfeasance and negligence in the management and conduct of the Company business~~2012. The Company believes that this employee made multiple unauthorized disclosures of confidential information and misinformation to these shareholders on January 10, 2013 and thereafter. The complaint seeks damages and injunctive relief for:

~~1. breach of contract~~20

2.Results ~~misappropriation~~ of ~~trade~~Operations ~~secrets~~for the Three Months Ended September 30, 2013 and 2012

3.The ~~intentional~~following ~~interference~~discussion of the results of operations should be read in conjunction with ~~prospective~~our ~~economic~~unaudited ~~advantage~~condensed consolidated financial statements and notes thereto for the three month period ended September 30, 2012 and 2013 included in this Quarterly Report as well as the statements included in our Form 10-K for the year ended December 31, 2012.

4The Company’s expenses have increased dramatically in relation to sales as the Company is launching new products and preparing for future growth. ~~breach~~For the three months ended September 30, 2013, net sales were $84,963, which is attributable to the NutraBar™ product line and a significant sale of ~~fiduciary~~Pawtizer ~~duty~~during the quarter. Cost of goods sold were $766,792 for the same period. The negative gross margin is reflective of the Pawtizer sale for an amount below cost and our sales being insufficient to cover certain fixed production costs. Net sales and cost of sales for the same period in 2012 were $5,955 and $3,174, respectively.

5During the three months ended September 30, 2013, we completed a sales transaction to a third party customer in the aggregate amount of $140,049 for 35,100 units of our Pawtizer product. The ~~violation~~terms of ~~computer~~the ~~fraud~~sales transaction agreed upon were 60-day payment and ~~abuse~~free ~~act~~on board shipping (i.e. buyer pays for shipping). The customer maintains a US satellite office and warehouse and after receiving the product shipped it oversees for sale. As of March 2014, we have not yet received payment for the product, and thus have not recognized the $140,049 as revenue. The customer has indicated that they intend to make payment. In the future, if payment is received or conditions change to better indicate the likelihood of collectability, we will recognize as revenue the $140,049.

6Sales and marketing expenses increased $69,338, from $70,790 to $140,128, for the three months ended September 30, 2012 and 2013, respectively. ~~conversion~~Higher expenses in the current year period are primarily due to product development, testing, and promotion of the NutraBar™ product line while the Company was in early stages of NutraBar™ development. General and administrative expenses increased $2,782,111, from $588,196 to $3,370,307, for the three months ended September 30, 2012 and 2013. This increase is attributable almost exclusively to non-cash stock based compensation expenses of $3,077,729 to various consultants in exchange for consulting and advisory services.

~~Motions~~Other ~~made~~expenses byincreased to $201,014 during the ~~defendant~~three tomonths ~~remove to~~ended ~~U.S.~~September ~~District~~30, ~~Court~~2013, ~~and~~primarily ~~then~~as toa ~~Dismiss~~result ~~have~~of ~~been~~increased ~~denied.~~interest ~~Other~~expenses ~~motions~~associated bywith ~~the~~convertible ~~defendant~~notes ~~have~~and ~~also~~the ~~been~~related ~~denied.~~party ~~This~~Grid ~~matter is~~Note, ~~currently~~including ~~pending~~the inamortization ~~California~~of ~~State~~related ~~Court~~beneficial conversion features.

23As a result of the above, our net loss for the three months ended September 30, 2013 of $4,393,278 increased by $3,638,362 relative to the three months ended September 30, 2012.

~~Item~~Critical ~~1A.~~Accounting ~~Change in Risk Factors.~~Estimates

~~There~~Our ~~are~~unaudited nointerim ~~material~~financial ~~changes~~statements have been prepared in ~~Risk~~accordance ~~Factors from~~with accounting principles generally accepted in the United States of America. Preparation of these statements requires management to make judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. A description of accounting policies that are considered critical may be found in our Annual Report on Form 10-K for the year~~-end~~ ended December 31, 2012, filed with the SEC on June 17, 2013, in Part II, Item 7 under the heading “Critical Accounting Policies/Estimates.” In addition, refer to Note 1 to the consolidated interim financial statements included in Part I, Item 1 of this report for a summary of our significant accounting policies.

24Recent Accounting Pronouncements

~~Item~~We 2.do ~~Unregistered~~not ~~Sales~~believe ofthat ~~Equity~~any ~~Securities~~recent accounting pronouncements will have a material impact on the Company’s consolidated financial statements.

~~During~~Off-Balance ~~the~~Sheet three months ended June 30, 2013, the Company received $583,778 in subscriptions for 83,396,914 shares of common stock at $0.007 per share. The Company incurred offering costs of $58,377 in the equity sales effort. As of June 30, 2013, the Company has a common stock payable of $527,216. The Company sold the shares without registration under the Securities Act of 1933, as amended, or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. There were no more than 35 purchasers of the common stock, appropriate financial and business information was provided to the purchasers in accordance with Rule 502(b), there was no form of general solicitation or general advertising relating to the offer and the Company exercised reasonable care to assure that the purchasers of the common stock were not underwriters within the meaning of section 2(a)(11) of the Securities Act. Based on information received, the Company believes that each purchaser of shares is an accredited investor within the meaning of the federal securities laws. The shares have not been registered. The shares may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements, such as the exemption afforded by Rule 144 under the Securities Act of 1933.Arrangements

~~During~~Other ~~the~~than ~~three months ended June 30, 2013,~~ the ~~Company~~lease ~~issued~~commitments ~~235,955,178~~described ~~shares~~in ofNote ~~common~~11 ~~stock~~to ofour ~~which~~September 1730,~~852,950~~ ~~common~~2013 ~~shares~~unaudited ~~was~~condensed aconsolidated ~~reduction~~financial ~~of the stock payable as of March 31~~statements, ~~2013~~we ~~valued~~have atno ~~$189,970.~~off-balance ~~Additionally,~~sheet ~~6,220,000~~arrangements ~~common~~that ~~shares,~~have ~~valued~~or atare ~~$43,540,~~likely ~~were~~to ~~issued~~have asa ~~offering~~current ~~costs payable~~or tofuture ~~placement~~effect ~~agents.~~on Asour offinancial ~~June 30~~condition, ~~2013,~~revenues ~~there~~or ~~were 1~~expenses,~~020,239,381~~ ~~common~~results ~~shares outstanding. As~~ of ~~August 12~~operations, ~~2013~~liquidity, ~~the Company~~capital ~~had~~expenditures ~~1,162,818,233~~or ~~shares~~capital ~~of common stock outstanding~~resources.

On February 12, 2013, the Company entered into an unsecured, convertible promissory note with an unrelated third party for $103,500, less a $3,500 fee. The loan bears interest at 8% per annum and a balloon payment of principal and accrued interest is due on November 12, 2013. At any time 180 days after the date of the note, the lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. Management determined the intrinsic value of the beneficial conversion feature to be $78,000 as of the commitment date. Such amount has been recognized as a debt discount and amortized over the note’s stated term. As a result, $40,839 of interest expense was recognized during the six months ended June 30, 2013.21

OnForward ~~March~~Looking 6, 2012, the Board of Directors, consisting of Mr. Schwartz and Ms. Bershan, authorized the Company to execute a Convertible Revolving Grid Note (the “Grid Note”) for a principal sum of up to $1,000,000 with CEO Barry Schwartz and President, Lisa Bershan. The Grid Note bears interest at 10% per year and may be converted into common stock of the Company at a conversion price of $0.0022 any time before March 6, 2013. Neither Mr. Schwartz nor Ms. Bershan has advanced capital under the terms of the grid note as of December 31, 2012. In March 2013, the Grid Note was amended.Statements

OnThis ~~February~~Quarterly ~~26,~~Report ~~2013,~~contains ~~the~~forward-looking Board of Directors authorized the Company to amend the Convertible Revolving Grid Note for a principal sum of up to $1,000,000 with Chief Executive Officer Barry Schwartz and President, Lisa Bershan dated March 6, 2012statements. ~~The~~These ~~amendment~~forward-looking ~~reduced~~statements ~~interest to 6.5% per year~~include, ~~extended the~~but ~~maturity~~are ~~date~~not tolimited ~~4 years, and extended the conversion date~~ to ~~October 31~~, ~~2013.~~predictions ~~As of August 12, 2013, Mr. Schwartz and Ms. Bershan have loaned $570,384 under the terms of the Grid Note and such amount is convertible into 259,265,454 shares of the Company’s common stock.~~regarding:

~~The~~• ~~terms~~our ofbusiness the Grid Note provide that the conversion price be lowered upon the occurrence of certain defined events. Notwithstanding this fact, the embedded conversion right is not required to be bifurcated from the host debt instrument, as the underlying common stock is not deemed to be readily convertible to cash (Accounting Standards Codification 815-15-25-51) based on management’s evaluation of the trading volume of the Company’s common stock and the lock up provisions of the Grid Note.plan;

~~The~~• ~~conversion price of~~ the ~~Grid~~commercial ~~Note~~viability ~~was below the closing market price~~ of ~~the~~our Company’s common stock at the tie of related borrowings. As a result, the Company recognized beneficial conversion features, which were limited to the amount of the Grid Note borrowings of $541,257. The beneficial conversion features are being amortized to interest expense over the term of the Grid Note (March 2016). During the three and six months ended June 30, 2013, interest expense related to the amortization of beneficial conversion features totaled $25,000.products;

~~Item~~• 3.the ~~Defaults~~effects ~~Upon~~of ~~Senior~~competitive ~~Securities~~factors on our products;

As• ~~described~~expenses inwe ~~Note~~will 6incur toin ~~the~~operating ~~June~~our ~~30, 2013~~business ~~condensed~~and ~~consolidated~~revenues ~~financial~~we ~~statements,~~will ~~the~~earn ~~Company is~~ in ~~default~~operating ofour ~~a $50,000 note.~~business;

As• ~~described~~our inliquidity ~~Note~~and 9sufficiency toof ~~the~~existing ~~June 30, 2013 condensed consolidated financial statements, the Company is subject to various litigation, claims and judgments.~~cash;

~~Item~~• 4.the ~~Mine~~success ~~Safety~~of ~~Disclosures~~our financing plans; and

~~None~~• the outcome of existing, pending or threatened litigation.

~~Item~~You 5can identify these and other forward-looking statements by the use of words such as “may”, “will”, “expects”, “anticipates”, “believes”, “estimates”, “continues”, or the negative of such terms, or other comparable terminology. ~~Other~~Forward-looking ~~Information~~statements also include the assumptions underlying or relating to any of the foregoing statements.

25Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the heading “Risk Factors”. All forward-looking statements included in this document are based on information available to us on the date hereof. We assume no obligation to update any forward-looking statements.

~~Item~~The 6.information ~~Exhibits~~contained in this Quarterly Report is as of September 30, 2013, unless expressly stated otherwise.

Incorporated by reference

Exhibit Number

Exhibit Description

Filed Herewith

Form

Period Ending

Exhibit

Filing date

Certification pursuant to Section 302 of the Sarbanes-Oxley Act

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

26As a smaller reporting company, All American Pet Company, Inc. is not required to provide the information required by this item.

~~SIGNATURES~~Item 4. Controls and Procedures.

~~Pursuant~~Our tomanagement, with the ~~requirements~~participation of the Company’s Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ~~Registrant~~“Exchange ~~has~~Act”)) ~~duly~~as ~~caused~~of the end of the period covered by this report. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management is required to beapply ~~signed~~its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on ~~its~~such ~~behalf~~evaluation, the Company’s Principal Executive Officer and Principal Financial Officer have concluded that as of September 30, 2013, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the ~~undersigned~~Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, ~~thereunto~~including ~~duly authorized~~the Chief Executive Officer and Principal Financial and Accounting Officer, as appropriate to allow timely discussions regarding required disclosure due to the material weaknesses described below.

ALL AMERICAN PET COMPANY, INC.
(Registrant)
By:	/S/ Barry Schwartz
	Barry Schwartz, CEO
	(On behalf of the registrant and as Principal Financial and Accounting Officer)
Date: August 14, 2013

27In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our consolidated financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Inadequate resources. The Company did not consistently maintain a sufficient complement of personnel with an appropriate level of accounting knowledge, SEC experience and training to (i) ensure the timely and accurate preparation of interim and annual financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), (ii) effectively segregate certain incompatible functions, and (iii) remediate previously communicated deficiencies. In addition, the Company placed substantial reliance on manual procedures and detective controls that lacked adequate management monitoring for compliance.

Control environment. We did not maintain an effective control environment. Specifically, we did not maintain: (i) a documented risk assessment process that adequately addresses COSO objectives, (ii) sufficient anti-fraud controls, including a whistleblower program, formal written policies and procedures for the review and approval of transactions with related parties, a qualified and independent audit committee, and directors that are independent of management, (iii) adequate monitoring of existing controls over financial reporting and individual and corporate performance against expectations, (iv) appropriate human resource policies, such as background investigations and consistent performance reviews for key personnel, and (v) adequate documentation of actions taken by the Board regarding: fraud oversight, review and approval of external financial statements, actions supporting executive performance and compensation.

Period-end financial reporting processes. Effective controls over period-end financial reporting processes were not maintained to effectively ensure: (i) significant agreements, or amendments thereto, are analyzed and accurately accounted for in the proper period, (ii) key reconciliations, account analyses, and summaries are performed and approved with appropriate resolution of reconciling items in a timely manner, (iii) journal entries, both recurring and non-recurring, are analyzed and approved, (iv) the resulting financial information, statements and disclosures are reviewed and appropriate checklists are used for compliance with U.S. GAAP, (v) monthly closing quality control checklists were used consistently and thoroughly to ensure all financial reporting procedures and controls were performed, and (vi) documented reviews of financial results are compared to budgets and expectations.

Cash expenditures. Effective controls related to expenditures were not maintained. Specifically, controls were not properly designed or operating effectively to ensure: (i) officer compensation, including benefits, are authorized, reviewed and approved on a timely basis, and are in accordance with contractual agreements and (ii) expenditures made by management contained adequate and appropriate supporting documentation to establish the related business purpose of the expenditure.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is involved in various litigation involving vendors, former employees, and a promissory noteholder.

Vendors

As of December 31, 2011, one vendor had a settlement agreement for $20,000. As of September 30, 2013 no payments have been made.

During 2012, six vendors made claims or were awarded judgments against the Company for a total of $364,473. Also during the year ended December 31, 2012, a payment of $2,000 was made to one of the vendors which payment fulfilled that claim in full. The balance outstanding to the remaining five vendors at September 30, 2013 and December 31, 2012 was $362,473. On July 23, 2012, one of the vendors filed an action against the Company and certain officers as individuals for an original $150,000 judgment previously awarded in arbitration, which bears 4.75% interest, $49,950 in legal fees, and $4,981 in other fees. A court has not heard this action. The Company has recognized $221,463 in its September 30, 2013 and December 31, 2012 consolidated balance sheets relating to this matter.

Former Employees

As of December 31, 2011, six former employees made claims or were awarded judgments against the Company for a total of $211,961. During 2012, one former employee entered into a settlement agreement for $50,000, and there were no payments. The balance outstanding at September 30, 2013 and December 31, 2012 was $254,292 and $268,245, respectively, and includes accrued interest.

On April 6, 2010, the Company settled litigation with one of the six former employees. Terms of the settlement required the former employee to place 400,000 shares of Company stock valued at $52,000 in an escrow account in exchange for an initial payment of $8,000 and 27 monthly payments of $1,571. The Company will receive the shares of common stock after all of the payments have been made. The Company made no payments during the nine months ended September 30, 2013, no payments in 2012, and $3,342 in 2011. The outstanding balance at September 30, 2013 was $31,432.

On February 3, 2011, through mediation, the Company settled litigation with one of the former six former employees. Terms of the settlement required the former employee to place 750,000 shares of Company stock valued at $90,000 in an escrow account in exchange for 14 monthly payments of $6,576. The Company will receive the shares of common stock after all of the payments have been made. The Company made no payments during the nine months ended September 30, 2013, no payments in 2012, and $2,069 in 2011. The outstanding balance at September 30, 2013 was $90,000.

On January 18, 2013, All American Pet Company, Inc. (the “Company”) filed an action entitled All American Pet Company, Inc. vs. Eric Grushkin et al, in the Superior Court of the State of California, County of Los Angeles, West District against defendant Eric Grushkin (Case Number: SC119776). As previously announced, on January 11, 2013, the Company was made aware that a former employee sent communications that contained intentionally misleading and harmful disclosures as well as confidential information regarding the Company to a selected group of shareholders. These communications included allegations that the Company’s chief executive officer and president engaged in acts of malfeasance, misfeasance and negligence in the management and conduct of the Company business. The Company believes that this employee made multiple unauthorized disclosures of confidential information and misinformation to these shareholders on January 10, 2013 and thereafter. The complaint seeks damages and injunctive relief for:

breach of contract

misappropriation of trade secrets

intentional interference with prospective economic advantage

breach of fiduciary duty

violation of computer fraud and abuse act, and

conversion

Motions made by the defendant to remove to U.S. District Court and then to Dismiss have been denied. Other motions by the defendant have also been denied. This matter is currently pending in California State Court.

Item 1A. Change in Risk Factors.

There are no material changes in Risk Factors from the Form 10-K for year-end December 31, 2012 filed on June 17, 2013.

Item 2. Unregistered Sales of Equity Securities.

During the nine months ended September 30, 2013, the Company received and accepted subscriptions for 246,955,267 shares of common stock. 2,500,000 of these subscriptions were accepted at $0.02 per share and 244,455,267 were accepted at $0.007 per share. The sale of unregistered equity securities resulted in a capital increase of $1,113,731, before offering costs. The Company had previously recorded a $527,216 common stock payable on its books at June 30, 2013 to reflect the value of 49,828,429 of common shares not yet issued related to subscriptions sold during the quarter ended June 30, 2013 which shares were issued during the quarter ended September 30, 2013. The Company sold the shares without registration under the Securities Act of 1933, as amended, or state securities laws, in reliance on the exemptions provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated thereunder. There were no more than 35 purchasers of the common stock, appropriate financial and business information was provided to the purchasers in accordance with Rule 502(b), there was no form of general solicitation or general advertising relating to the offer and the Company exercised reasonable care to assure that the purchasers of the common stock were not underwriters within the meaning of section 2(a)(11) of the Securities Act. Based on information received, the Company believes that each purchaser of shares is an accredited investor within the meaning of the federal securities laws. The shares have not been registered. The shares may not be offered or sold by the investors absent registration or an applicable exemption from registration requirements, such as the exemption afforded by Rule 144 under the Securities Act of 1933.

Shares issued for services totaled 294,368,549 and were valued at $2,032,037. These services were fully provided during the period ended September 30, 2013 and thus were fully amortized.

As of September 30, 2013, there were 1,296,159,433 shares issued and outstanding. As of February 24, 2013, the Company had 1,421,917,109shares of common stock outstanding.

On February 12, 2013, the Company entered into an unsecured, Convertible Promissory Note (the “Convertible Note”) with an unrelated third party for $103,500. The Convertible Note bears interest at 8% per annum and a balloon payment of principal and accrued interest is due on November 12, 2013. At any time 180 days after the date of the Convertible Note, the lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. Pursuant to the terms of the Convertible Note, the Company must meet all of its filing requirements with the Securities and Exchange Commission. During the period, the Company was late on one of its filings and as a result the Convertible Note went into default. As provided for in the Convertible Note, it became a demand note and demand was made, the amount due became $159,390 which amount is composed of 150% of the principal amount or $155,250 which amount is composed of the principal amount of $103,500 and the default interest amount of $51,750, and the accrued interest of $4,140. During the quarter ended September 30, 2013, the entire principal amount of $103,500 together with $6,500 of interest for an aggregate amount of $110,000 was converted into 49,341,200 shares of the Company’s common stock. Further, as of October 22, 2013, the balance of $49,390 in interest was converted into 36,751,282 shares of the Company’s common stock. Finally, the intrinsic value of the beneficial conversion feature associated with the Convertible Note was $78,204 which amount was recorded as debt discount on the commitment date. As a result of the conversion of the entire principal and interest due, the Company fully amortized the debt discount during the period ended September 30, 2013 and $78,204 in debt discount was recognized as interest expense during the period ended September 30, 2013.

On September 17, 2013, the Company entered into an unsecured, Convertible Promissory Note (the “Convertible Note”) with an unrelated third party for $103,500. The Convertible Note bears interest at 8% per annum and a balloon payment of principal and accrued interest is due on June 19, 2014. At any time 180 days after the date of the Convertible Note, the lender can convert the principal and accrued interest into shares of the Company’s common stock at a 39% discount based on the average of the lowest three trading prices during a ten day period ending one day prior to the conversion date. The intrinsic value of the beneficial conversion feature associated with the Convertible Note was $66,172 which amount was recorded as debt discount on the commitment date and will be amortized over the life of the Convertible Note. For the period ended September 30, 2013 the Company recorded $3,808 of the debt discount as interest expense. Subsequent to the quarter ended September 30, 2013, during November 2013, the Company was late on one of its filings and as a result the Convertible Note went into default. Pursuant to the terms of the Convertible Note, the Company must meet all of its filing requirements with the Securities and Exchange Commission and as provided for in the Convertible Note, it became a demand note and demand was made during November 2013. The amount due became $159,390 which amount is composed of 150% of the principal amount or $155,250 which amount is composed of the principal amount of $103,500 and the default interest amount of $51,750, and accrued interest of $4,140. The Company has made no payments on the Convertible Note.

On March 6, 2012, the Board of Directors, consisting of Mr. Schwartz and Ms. Bershan, authorized the Company to execute a Convertible Revolving Grid Note (the “Grid Note”) for a principal sum of up to $1,000,000 with CEO Barry Schwartz and President, Lisa Bershan. The Grid Note bears interest at 10% per year and may be converted into common stock of the Company at a conversion price of $0.0022 any time before March 6, 2013. Neither Mr. Schwartz nor Ms. Bershan has advanced capital under the terms of the grid note as of December 31, 2012. In March 2013, the Grid Note was amended. On February 26, 2013, the Board of Directors authorized the Company to amend the Convertible Revolving Grid Note for a principal sum of up to $1,000,000 with Chief Executive Officer Barry Schwartz and President Lisa Bershan dated March 6, 2012. The amendment reduced interest to 6.5% per year, extended the maturity date to 4 years, and extended the conversion date to October 31, 2013. As of September 30, 2013, Mr. Schwartz and Ms. Bershan have loaned $624,064 with $15,106 accrued interest. Under the terms of the Grid Note and such amount is convertible into 290,531,696 shares of the Company’s common stock.

The terms of the Grid Note provide that the conversion price be lowered upon the occurrence of certain defined events. Notwithstanding this fact, the embedded conversion right is not required to be bifurcated from the host debt instrument, as the underlying common stock is not deemed to be readily convertible to cash (Accounting Standards Codification 815-15-25-51) based on management’s evaluation of the trading volume of the Company’s common stock and the lock up provisions of the Grid Note.

The conversion price of the Grid Note was below the closing market price of the Company’s common stock at the tie of related borrowings. As a result, the Company recognized beneficial conversion features, which were limited to the amount of the Grid Note borrowings of $624,064. The beneficial conversion features are being amortized to interest expense over the term of the Grid Note (March 2016). During the nine months ended September 30, 2013, interest expense related to the amortization of beneficial conversion features totaled $76,980.

During the nine months ended September 30, 2013 and year ended December 31, 2012, the Company made advances to, and received advances from, an entity owned by the Company’s Chief Executive Officer. These advances are not collateralized and do not bear interest. As of September 30, 2013 and December 31, 2012, no amounts were due from and no amounts were due to this related entity.

Item 3. Defaults Upon Senior Securities.

As described in Note 6 to the September 30, 2013 condensed consolidated financial statements, the Company is in default of a $50,000 note. Also described in Note 6 to the September 30, 2013 condensed consolidated financial statements, the Company was in default of a $103,500 convertible note dated February 12, 2013, which note was fully converted into shares of the Company’s common stock during the quarter ended September 30, 2013. Finally, as described in Note 6 to the September 30, 2013 condensed consolidated financial statements, the Company is in default of a $103,500 convertible note dated September 17, 2013 because it was late meeting SEC filing dates.

As described in Note 9 to the September 30, 2013 condensed consolidated financial statements, the Company is subject to various litigation, claims and judgments.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Incorporated by reference

Exhibit

Number

Exhibit Description

Filed

Herewith

Form

Period

Ending

Exhibit

Filing

date

Certification pursuant to Section 302 of the Sarbanes-Oxley Act

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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, thereunto duly authorized.

	ALL AMERICAN PET COMPANY, INC.
	(Registrant)

Date: March 14, 2014	By:	/s/ Barry Schwartz
		Barry Schwartz, CEO
		(On behalf of the registrant and as Principal Financial and Accounting Officer)

Filing Compare · ALL AMERICAN PET COMPANY, INC.