SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2015~~2016

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ~~1934 For~~1934For the transition period from _________ to ________

Commission File Number: 333-175044

Alkame Holdings, Inc. (Exact name of registrant as specified in its charter)

Nevada

98-0661455

(State or other jurisdiction of incorporation organization)

(I.R.S. Employer Identification No.)

3651 Lindell Road, Suite D #356, Las Vegas, NV 89103 (Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 702-273-9714

_______________________________________________________________ (Former name, former address and former fiscal year, if changed since last report)

Indicate by ~~check~~checkmark ~~mark~~ whether the registrant (1) has 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 [ X]

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 [X ] 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, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, ~~and~~ “smaller reporting company” , and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] ~~(Do~~Smaller ~~not~~reporting ~~check~~company if[ aX ~~smaller~~] ~~reporting~~Emerging ~~company)~~growth ~~Smaller reporting~~ company [X ]

~~Indicate~~ If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act). ~~Yes~~ [ ] ~~No [X]~~

Indicate ~~the~~ ~~number~~by ofcheck ~~shares~~mark ~~outstanding~~whether ~~of each of~~ the ~~issuer’s~~registrant ~~classes~~is ofa ~~common~~shell ~~stock,~~company (as ofdefined ~~the~~in ~~latest~~Rule ~~practicable~~12b-2 ~~date: 198,485,547~~of asthe ~~February~~Exchange ~~9, 2016~~Act).

~~Table~~Yes of[ ~~Contents~~] No [X]

~~ALKAME HOLDINGS~~Indicate the number of shares outstanding of each of the registrant’s classes of common stock, ~~INC~~as of the latest practicable date: 5,500,000,000 common shares as of September 17, 2018.

INDEX
			Page
PART I.	FINANCIAL INFORMATION
	ITEM 1	Financial Statements	3
		Condensed consolidated balance sheets as of September 30, 2015 (unaudited) and December 31, 2014	F-1
		Condensed consolidated balance sheets as of March 31, 2016 (unaudited) and December 31, 2015	F-1
		Condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (unaudited)	F-2
		Condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 (unaudited)	F-2
		Condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 (unaudited)	F-3
		Condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 (unaudited)	F-3
		Notes to condensed consolidated financial statements (unaudited)	FF4-4F32
	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	438-42
	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	942
	ITEM 4.	Controls and Procedures	942-43
PART II.	OTHER INFORMATION
	ITEM 1.	Legal Proceedings	1044
	ITEM 1A.	Risk Factors	1044
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1044
	ITEM 3.	Defaults Upon Senior Securities	1246
	ITEM 4.	Mine Safety Disclosures	1246
	ITEM 5.	Other Information	1246
	ITEM 6.	Exhibits	1246
	SIGNATURES		1347

Table of Contents

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

Forward Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

~~the uncertainty that we will not be able to successfully execute our business plan;~~·

~~risks related to~~ the ~~large~~uncertainty ~~number~~that ofwe ~~established~~will ~~and~~not ~~well-financed~~be ~~entities~~able ~~that~~to ~~are~~successfully ~~actively~~execute ~~seeking~~our ~~suitable~~ business ~~opportunities~~plan;

~~risks related to the failure to successfully manage or achieve growth of a new business opportunity; and~~·

~~other~~ risks ~~and uncertainties~~ related to ~~our~~the large number of established and well-financed entities that are actively seeking suitable business ~~strategy.~~opportunities;

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.·

~~Forward looking~~risks ~~statements~~related ~~are~~to ~~made based on management’s beliefs, estimates and opinions on~~ the ~~date~~failure ~~the statements are made and we undertake no obligation~~ to ~~update~~successfully ~~forward-looking~~manage ~~statements if these beliefs, estimates and opinions~~ or ~~other~~achieve ~~circumstances should~~growth ~~change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels~~ of ~~activity,~~a ~~performance~~new orbusiness ~~achievements.~~opportunity; ~~Except~~and ~~as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.~~

Our unaudited condensed consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2015, are not necessarily indicative of the results that can be expected for the full year.·

~~In this~~other ~~quarterly~~risks ~~report, unless otherwise specified, all dollar amounts are expressed in United States dollars~~ and ~~all~~uncertainties ~~references to~~related ~~“common stock” refer~~ to ~~the common shares in~~ our ~~capital~~business ~~stock~~strategy.

~~As used~~This inlist ~~this~~is ~~quarterly~~not ~~report,~~an exhaustive list of the ~~terms~~factors ~~“we”,~~that ~~“us”,~~may ~~“our”,~~affect “any of our ~~company”~~forward-looking statements. These and ~~“Alkame”~~ ~~mean~~other ~~Alkame~~factors ~~Holdings,~~should ~~Inc.~~be considered carefully, ~~unless~~and ~~otherwise~~readers ~~stated~~should not place undue reliance on our forward-looking statements.

3Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

~~Table~~Our unaudited condensed consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In the opinion of ~~Contents~~management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2016, are not necessarily indicative of the results that can be expected for the full year.

ALKAME HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
		September 30,			December 31,
		2015			2014
		(Unaudited)
ASSETS
Current assets:
Cash	$	749		$	172,730
Accounts receivable (net of reserve for bad debts of $148,000 and $23,000, respectively)		106,558			82,510
Accounts receivable other		1,008			—
Prepaid expenses - current		7,000			260,000
Inventory		172,857			70,243
Total current assets		288,172			585,483
Fixed and intangible assets:
Manufacturing equipment, net		129,161			11,149
Software		13,496			17,995
Intangible assets, net		1,080,051			4,509
Total fixed and intangible assets, net		1,222,709			33,653
Other assets:
Deferred finance costs		11,898			63,375
Investments		25,630			68,400
Total other assets		37,528			131,775
Total assets	$	1,548,409		$	750,911
LIABILITIES AND STOCKHOLDERS DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	698,961		$	544,530
Accrued interest		237,852			146,046
Accrued compensation		510,000			—
Loans from officer		26,456			3,489
Notes payable		990,005			762,000
Note due Xtreme Shareholders		207,000			—
Convertible debentures (net of debt discount of $64,455 and $280,288, respectively)		471,546			168,961
Derivative instrument liability		873,348			1,018,782
Series C Convertible Preferred Stock to be issued		1,425,000			—
Total current liabilities		5,440,167			2,643,808
Long-term liabilities:
Notes payable - long term		26,199			131,490
Convertible debt - long term (net of debt discount of $73,811 and $132,254), respectively		53,412			22,968
Total long-term liabilities		79,611			154,458
Total liabilities		5,519,778			2,798,266
Commitment and contingencies		—			—
Stockholders' deficit
Preferred stock - $0.001 par value, authorized - 20,000,000 shares;
Series A Convertible Preferred stock - $0.001 par value, 12,000,000 shares designated; issued and outstanding - 12,000,000 and 12,000,000 shares, respectively		12,000			12,000
Series B Preferred stock - $0.001 par value, 70,000,000 shares designated; issued and outstanding 65,398,334 and 65,398,334 shares, respectively		65,398			65,398
Common stock - $0.001 par value, authorized - 900,000,000 shares; issued and outstanding – 181,985,547 and 74,045,606 shares, respectively		181,986			74,046
Common stock to be issued		13,500			13,500
Additional paid-in capital		6,912,652			6,259,050
Accumulated deficit		(11,156,906	)		(8,471,350	)
Total stockholders' deficit		(3,971,370	)		(2,047,355	)
Total liabilities and stockholders' deficit	$	1,548,409		$	750,911

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

~~See~~As ~~accompanying~~used ~~notes~~in tothis quarterly report, the ~~unaudited~~terms ~~condensed~~“we”, ~~consolidated~~“us”, ~~financial~~“our”, ~~statements~~“our company” and “Alkame” mean Alkame Holdings, Inc., unless otherwise stated.

F-1

ALKAME HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,	December 31,
	2016	2015
ASSETS
Current assets:
Cash	$ 92	$ -
Accounts receivable (net of reserve for bad debts of $150,000 and $161,000, respectively)	39,127	28,238
Other receivable	8	18,000
Prepaid expenses	7,000	7,000
Inventory	42,828	59,904
Total current assets	89,056	113,142

Fixed and intangible assets:
Manufacturing equipment, net	111,876	122,829
Software	10,497	11,997
Intangible assets, net	951	1,662
Fixed and intangible assets, net	123,324	136,488

Other assets:
Deferred finance costs	2,972	5,513
Total other assets	2,972	5,513

Total assets	$ 215,352	$ 255,143

LIABILITIES AND STOCKHOLDERS (DEFICIT)
Current liabilities:
Cash overdraft	$ -	$ 2,448
Accounts payable and accrued expenses	762,768	727,290
Accrued interest	374,531	272,391
Accrued compensation	573,480	513,480
Prepaid customer order	-	17,170
Legal obligations	120,000	120,000
Loans from officer	26,456	26,456
Notes payable (net of debt discount of $26,332 and $35,095, respectively)	1,020,679	991,119
Note due Xtreme Shareholders	169,000	183,000
Convertible debentures (net of debt discount of $15,209 and $27,411, respectively)	647,512	552,479
Derivative instrument liability	1,899,803	1,046,635
Total current liabilities	5,594,229	4,452,468

Long-term liabilities:
Notes payable - long term	-	24,573
Convertible debt - long term (net of debt discount of $74,589 and $25,847, respectively)	7,941	29,486
Total long-term liabilities	7,941	54,059

Total liabilities	5,602,170	4,506,527

Commitments and contingencies	-	-

Stockholders’ deficit
Preferred stock - $0.001 par value, authorized - 100,000,000 shares;
Series A Convertible Preferred stock - $0.001 par value, 100,000,000 shares designated; issued and outstanding - 12,000,000 and 12,000,000 shares, respectively	12,000	12,000
Series B Preferred stock - $0.001 par value, 70,000,000 shares designated; issued and outstanding 65,398,334 and 65,398,334 shares, respectively	65,398	65,398
Series C Preferred stock - $0.001 par value, 10,000,000 shares designated; issued and outstanding 0 shares	-	-
Series D Preferred stock - $0.001 par value, 4,000,000 shares designated; issued and outstanding 2,000,000 and 2,000,000 shares, respectively	2,000	2,000
Common stock - $0.001 par value, authorized - 900,000,000 shares; issued and outstanding – 577,478,654 and 198,485,547 shares, respectively	577,479	198,486
Common stock to be issued	13,500	13,500
Series C Convertible Preferred Stock to be issued	1,425,000	1,425,000
Additional paid-in capital	6,812,746	7,010,488
Accumulated deficit	(14,294,942)	(12,978,256)
Total stockholders' deficit	(5,386,819)	(4,251,384)

Total liabilities and stockholders' deficit	$ 215,352	$ 255,143

See accompanying notes to the unaudited condensed consolidated financial statements
F-1

Table of Contents

ALKAME HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the three months ended
	March 31, 2016	March 31, 2015

Revenues	$ 73,972	$ 294,006

Cost of sales	51,161	224,653

Gross profit	22,811	69,353

Operating expenses:
Selling expenses	31,386	271,752
General and administrative	116,511	311,802
Depreciation and amortization	2,210	36,737
Total operating expenses	150,107	620,291

Loss from operations	(127,296)	(550,938)

Other Income / (Expenses):
Amortization of deferred financing costs	(2,599)	(46,455)
Interest expense	(278,872)	(43,452)
Amortization of beneficial conversion feature	(54,752)	(307,732)
Gain (loss) on change in fair value of derivative liability	(853,168)	182,646
Gain on disposition of terminated joint ventures	-	7,774
Total other expenses	(1,189,391)	(207,219)

Net loss applicable to common stock holders	$ (1,316,687)	$ (758,157)

Per share data
Net Profit (Loss) per share - basic and diluted	$ (0.00)	$ (0.01)


Weighted average number of shares outstanding- basic and diluted	325,843,486	91,788,355

See accompanying notes to the unaudited condensed consolidated financial statements
F-2

ALKAME HOLDINGS, INC. AND SUBSIDIARIES
ALKAME HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		For the three months ended						For the nine months ended
	For the Three Months Ended
		September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014
	March 31, 2016		March 31, 2015
Revenues		$	199,320		$	6,665		$	800,571		$	105,676
Cash flows from operating activities:
Cost of goods sold			231,596			33,717			691,499			129,340
Net loss	$ (1,316,687)		$ (758,158)
Gross profit (loss)			(32,276	)		(27,052	)		109,072			(23,664	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Operating expenses:
Bad debts	(11,000)		2,000
Selling expenses			128,129			242,935			571,415			642,800
Depreciation and amortization	13,164		42,059
General and administrative			359,412			110,359			899,960			261,129
Amortization debt discount	46,812		307,732
Depreciation and amortization			26,272			711			110,206			2,133
Amortization of beneficial conversion feature	7,941		-
Impairment of goodwill			658,187			—			658,187			—
Change in fair value of derivative liability	853,168		(182,646)
Impairment of customer list			218,750			—			218,750			—
Penalties on defaulted convertible debt	102,723		-
Total operating expenses			1,390,750			354,005			2,458,518			906,062
Amortization of prepaid assets	-		75,000
Loss from operations			(1,423,026	)		(381,057	)		(2,349,446	)		(929,726	)
Amortization of deferred financing costs	2,541		46,445
Other Income / (Expenses):
Changes in operating asset and liability account balances:
Amortization of deferred financing costs			(11,441	)		(18,549	)		(74,810	)		(34,799	)
Accounts receivable	111		(74,500)
Interest expense			(57,660	)		(1,032,993	)		(133,082	)		(1,073,546	)
Other receivable	-		(28,596)
Amortization of beneficial conversion feature			(161,324	)		(46,845	)		(628,111	)		(46,845	)
Pre-acquisition loans to Xtreme due from former shareholders	-		(7,357)
Gain on change in fair value of derivative liability			347,251			374,363			499,266			374,363
Inventory	17,075		(10,582)
(Loss) gain on settlement of debt			(104	)		—			627			—
Prepaid expenses	(17,170)		-
Total other income (expenses)			116,722			(724,024	)		(336,109	)		(780,826	)
Accrued interest	102,540		41,186
Net loss applicable to common stock holders		$	(1,306,304	)	$	(1,105,081	)	$	(2,685,556	)	$	(1,710,552	)
Accounts payable, customer deposits and accrued expenses	201,322		231,162
Per share data
Total adjustments	1,319,227		441,913
Net Loss per share - basic and diluted		$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.02	)
Net cash provided by (used) in operating activities	2,540		(316,245)
Weighted average number of shares outstanding- basic and diluted			169,231,116			70,558,287			137,263,440			76,557,282
Cash flows from investing activities
Payment of purchase consideration to Xtreme Technologies, Inc.	-		(45,100)
Cash acquired from Xtreme Technologies, Inc.	-		13,287
Purchase of equipment	-		(36,657)
Net cash used in investing activities	-		(68,470)
Cash flows from financing activities:
Cash overdraft	(2,448)		-
Proceeds from officer loans	-		22,967
Payment of financing costs	-		(23,333)
Proceeds from notes payable	-		353,833
Payments of notes payable	-		(480)
Proceeds from convertible notes	-		-
Net cash used in (provided by) financing activities	(2,448)		353,537
Net increase (decrease) in cash	92		(31,178)
Cash at beginning of period	-		172,730
Cash at end of period	$ 92		$ 141,552
Supplemental Schedule of Cash Flow Information:
Cash paid for interest	$ 457		$ 1,520
Cash paid for income taxes	$ -		$ -
Supplemental Schedules of Noncash Investing and Financing Activities:
Conversion of convertible loans and accrued interest to common stock	$ 79,401		$ 314,653
Common stock issued to settle accounts payable	$ 23,312		$ 248,754
Payment made by EROP to noteholders on Company's behalf	$ 23,118		$ 155,000
See accompanying notes to the unaudited condensed consolidated financial statements
F-3

~~See~~Alkame ~~accompanying~~Holding, ~~notes~~Inc. toand ~~the unaudited condensed consolidated financial statements~~Subsidiaries

~~F-2~~Notes to the Unaudited Condensed Consolidated Financial Statements

~~Table~~ For ofthe ~~Contents~~three months ended March 31, 2016 and 2015

ALKAME HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Nine months ended
	September 30, 2015			September 30, 2014
Cash flows from operating activities:
Net loss	$	(2,685,556	)	$	(1,710,552	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debts		125,000			3,000
Depreciation and amortization		127,021			2,401
Impairment of intangible assets		876,937			—
Amortization of beneficial conversion feature		628,111			46,845
Gain on change in fair value of derivative liability		(499,266	)		(374,363	)
Amortization of prepaid assets		253,000			472,000
Amortization of deferred financing costs		74,810			34,799
Non-cash interest expense		—			1,001,280
Changes in operating asset and liability account balances:
Accounts receivable		(93,750	)		(69,801	)
Accounts receivable - others		24,056			—
Deposits		—			15,032
Inventory		(27,434	)		(14,064	)
Prepaid expenses		—			(10,000	)
Accrued interest		110,826			64,769
Accounts payable and accrued expenses		524,871			228,773
Total adjustments		2,124,182			1,400,671
Net cash used in operating activities		(561,374	)		(309,881	)
Cash flows from investing activities
Payment of purchase consideration to Xtreme Technologies, Inc.		(45,100	)		(50,000	)
Cash acquired from Xtreme Technologies, Inc.		13,287			—
Funds spent on potential Joint Venture		(12,130	)		—
Purchase of equipment		(43,395	)		(7,168	)
Net cash used in investing activities		(87,338	)		(57,168	)
Cash flows from financing activities:
Proceeds from officer loans		22,967			—
Payment of financing costs		(26,893	)		(39,250	)
Proceeds from notes payable		171,515			100,000
Payments of notes payable		(44,691	)		(7,000	)
Proceeds from convertible notes		353,833			346,750
Net cash provided by financing activities		476,731			400,500
Net (decrease) increase in cash		(171,981	)		33,451
Cash at beginning of period		172,730			128,258
Cash at end of period	$	749		$	161,709
Supplemental Schedule of Cash Flow Information:
Cash paid for interest	$	15,100		$	—
Cash paid for income taxes	$	—		$	—
Supplemental Schedules of Noncash Investing and Financing Activities:
Conversion of notes payable and accrued interest into common stock	$	314,653		$	—
Common stock issued to settle accounts payable	$	446,889		$	—
Payment made by EROP to noteholders on Company's behalf	$	318,000		$	—
Assets taken over and liabilities assumed from Xtreme Technologies, Inc.	$	2,050,000		$	—
Conversion of common shares in Series B convertible preferred stock	$	—		$	65,211
Beneficial conversion feature on convertible debt	$	353,832		$	1,348,030
Common stock issued for deferred financing cost	$	—		$	625,000
Amortization of equity deferred financing cost to additional paid-in capital	$	—		$	26,042

~~See accompanying~~Organization ~~notes~~and toNature ~~the~~of ~~unaudited condensed consolidated financial statements~~Operations

~~F-3~~Alkame Holdings, Inc. (fka Pinacle Enterprise Inc.) (the "Company", “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on April 19, 2010. The Company is in the business of distributing bottled alkaline, antioxidant and oxygenated water.

~~Table~~On June 24, 2013, the Company entered into a share exchange agreement with Alkame Water, Inc. (“Alkame”) and the shareholders of ~~Contents~~all of the issued and outstanding shares of Alkame. On June 25, 2013, the Company acquired 100% of the members’ shares of Alkame, a Company incorporated in the state of Nevada on March 1, 2012, in exchange for 150,000,000 common shares, comprised of 116,666,667 common shares privately transacted from the President of the Company and the issuance of 33,333,333 common shares to shareholders of Alkame. Effectively, Alkame held 71% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Alkame is deemed to be the acquirer and or the surviving entity for accounting purposes.

As part of the acquisition transaction, all assets and liabilities of Alkame ~~Holding~~ Holdings, Inc. ~~and~~at ~~Subsidiaries~~the date of acquisition were assumed by the former management.

~~Notes to~~The transaction is accounted for using the ~~Unaudited~~purchase ~~Condensed~~method ~~Consolidated~~of ~~Financial~~accounting. ~~Statements~~As a result of the recapitalization and change in control, Alkame is the acquiring entity in accordance with ASC 805, Business Combinations. Accordingly, the historical financial statements are those of Alkame, the accounting acquirer, immediately following the consummation of the reverse merger.

~~For the~~As ~~nine~~a ~~months~~result ~~ended~~of ~~September~~the 30exchange transaction in 2013, ~~2015~~our ~~and~~board ~~2014~~of directors decided to change our fiscal year end from January 31 to December 31.

1On April 21, 2014, we entered into a Stock Purchase Definitive Agreement (the “Agreement”) with Xtreme Technologies, Inc., ~~Organization~~an Idaho corporation (“Xtreme”). Pursuant to the terms of the Agreement, we agreed to acquire all of the issued and ~~Nature~~outstanding capital stock of ~~Operations~~Xtreme in exchange for certain consideration as set forth in the Agreement.

~~Alkame Holdings~~On January 16, ~~Inc.~~2015, (the ~~"Company",~~parties ~~“we”,~~to ~~“us”~~the orAgreement entered into an amendment (the “~~our~~Amendment”) ~~was~~that ~~incorporated~~changed, ~~under~~among ~~the~~other ~~laws of~~things, the ~~State~~Closing Date of ~~Nevada~~the ~~on April 19, 2010~~transaction.

~~The Company~~On isApril in15, 2015, the ~~business~~parties ofto ~~distributing~~the ~~bottled/canned~~Agreement ~~alkaline~~entered into a second amendment (the “Second Amendment”) that changed, ~~antioxidant~~among ~~and~~other ~~oxygenated~~things, ~~water~~the 120-day time period to pay monetary consideration under the Agreement to 240 days after the Closing Date of the transaction.

~~On June~~The ~~24, 2013, the~~ Company entered into a share exchange agreement with Alkame Water, Inc. (“Alkame”) and the shareholders of all of the issued and outstanding shares of Alkame. On June 25, 2013, the Company acquired 100% of the members’s ~~shares of~~fiscal ~~Alkame,~~year aend Company incorporated in the state of Nevada on March 1, 2012, in exchange for 150,000,000 common shares, comprised of 116,666,667 common shares privately transacted from the President of Company and the issuance of 33,333,333 common shares to shareholders of Alkame. Effectively, Alkame held 71% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Alkame is ~~deemed~~December ~~to be the acquirer and or the surviving entity for accounting purposes~~31.

~~As part of the acquisition transaction, all assets and liabilities of Alkame Holdings, Inc~~2. ~~at the date of acquisition were assumed by the former management.~~

~~The transaction~~Going is accounted for using the purchase method of accounting. As a result of the recapitalization and change in control, Alkame is the acquiring entity in accordance with ASC 805, Business Combinations. Accordingly, the historical financial statements are those of Alkame, the accounting acquirer, immediately following the consummation of the reverse merger.Concern

~~Stock Purchase~~The ~~Definitive~~accompanying ~~Agreement~~unaudited ~~with~~condensed ~~Xtreme~~consolidated ~~Technologies~~financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, ~~Inc~~which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $14,294,942 and has incurred a net loss of $1,316,687 for the three months ended March 31, 2016. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due, and to generate profitable operations in the future. Management plans to continue to provide for its capital requirements by seeking long term financing which may be in the form of additional equity securities and debt. The outcome of these matters cannot be predicted at this time and there are no assurances that if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results.

~~On April~~These 21matters, ~~2014~~among others, ~~the~~raise ~~Company~~substantial ~~entered~~doubt ~~into~~about athe ~~Stock~~ability ~~Purchase~~of ~~Definitive~~the ~~Agreement~~Company ~~with~~to ~~Xtreme~~continue ~~Technologies,~~as ~~Inc~~a going concern., anThese ~~Idaho~~unaudited ~~corporation. In~~condensed ~~accordance~~consolidated ~~with~~financial ~~the~~statements ~~terms~~do ofnot ~~the~~include ~~Agreement,~~any ~~the~~adjustments ~~Company~~to ~~will~~the ~~purchase~~amounts ~~all~~and classification of ~~the~~assets ~~outstanding~~and ~~shares~~liabilities ofthat ~~Xtreme~~may ~~for~~be necessary should the ~~purchase price~~Company ofbe ~~$2,050,000.00,~~unable ~~payable~~to continue as ~~follows:~~a going concern.

~~· An initial cash deposit of $50,000 was converted into a non~~F-~~refundable payment to extend the closing date;~~4

·3. Basis ~~An additional $50,000 deposit payment was made at the date~~ of ~~extension;~~Presentation

·These Anunaudited ~~additional~~interim ~~cash~~financial ~~payment~~statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of ~~$525~~Regulation S-X. Accordingly,~~000~~ ~~shall~~they bedo ~~paid~~not oninclude orall ~~before~~the information and notes required by generally accepted accounting principles for complete financial statements. In the ~~Closing~~opinion ~~Date~~of management, all adjustments (~~defined~~consisting ~~below~~of normal recurring accruals), ~~which~~considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, ~~along~~2016 are not necessarily indicative of the results that may be expected for any interim period or an entire year. The Company applies the same accounting policies and methods in its interim financial statements as those in the most recent audited annual financial statements. The financial statements and notes included herein should be read in conjunction with the ~~additional~~annual ~~$50,000~~financial ~~deposit,~~statements ~~shall~~and ~~pay~~notes ~~specific~~for ~~obligations~~the onyear ~~Xtreme~~ended December 31, 2015 included in the Company’s ~~balance~~filing ~~sheet;~~on Form 10-K.

·The Asunaudited ~~amended~~condensed ~~per~~consolidated ~~agreement~~financial onstatements ~~December~~of ~~9, 2015,~~ the ~~balance~~Company ofhave ~~$1,425,000.00~~been ~~shall~~prepared bein ~~payable~~accordance bywith ~~the~~accounting ~~issuance~~principles ofgenerally ~~shares~~accepted ofin the ~~Company’s~~United ~~Series~~States C(“US ~~Preferred~~GAAP”) ~~Stock~~and ~~with~~are aexpressed ~~stated~~in ~~value~~U.S. ~~of $1~~dollars.00 ~~per~~All ~~share~~inter-company toaccounts beand ~~divided~~transactions ~~pro~~have ~~rata~~been ~~among the Company’s shareholders of record as of the Closing Date~~eliminated. The ~~Series C Preferred Stock includes an option to convert such shares of Series C Preferred Stock into the~~ Company’s ~~Common~~fiscal ~~Stock~~year atend ~~the~~is ~~market~~December ~~price on the day prior to conversion; and~~31.

~~· One of Xtreme’s previous officers and directors holds outstanding options to purchase up to 1,009,000 shares of Xtreme’s common stock at the price of $0~~4.10 per share. At the Closing Date, pursuant to Idaho law, Xtreme shall notify this previous officer and director of his 30-day right to exercise any or all of his remaining options. If he elects to exercise any of his options within such 30-day period, the Company agrees to issue additional shares of Series C Preferred Stock in exchange for such Xtreme shares.

oSummary ~~After~~of ~~proper~~Significant ~~notice,~~Accounting ~~the holder permitted the options to expire unexercised.~~Policies

~~The following~~a) Use ~~amendments~~of ~~were entered in relation the Xtreme acquisition:~~Estimates

1The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Effective~~The ~~January~~Company 16regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, ~~2015~~historical experience and various other factors that it believes to be reasonable under the circumstances, the ~~sellers~~results of ~~Xtreme~~which ~~were~~form ~~given~~the basis for making judgments about the ~~option~~carrying tovalues ~~rescind~~of assets and ~~terminate~~liabilities and the ~~transaction~~accrual ifof ~~the~~costs ~~debt~~and ~~was~~expenses that are not ~~paid~~readily ~~within~~apparent ~~120~~from ~~days~~other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Significant estimates included are assumptions about collection of accounts receivable, useful life of fixed and intangible assets, estimates used in the ~~closing~~fair ~~date~~value calculation of stock-based compensation, beneficial conversion feature and derivative liability on convertible notes and warrants using Black-Scholes Model.

2.b) Principles Effective April 15, 2015, the 120-day deadline was extended to 240 days after the closing date. Such deadline will be automatically extended by additional 30 day increments, provided that payments from EROP have been made to escrow within 60 days of ~~the 240-day expiration period.~~Consolidation

FThe consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Alkame Water, Inc. and Xtreme Technologies, Inc. All significant inter-4company transactions are eliminated.

~~Table~~c) Cash ofand ~~Contents~~Cash Equivalents

3.For ~~Effective~~purposes ~~December~~of 9the statement of cash flows, ~~2015~~cash includes demand deposits, ~~the~~saving ~~securities~~accounts ~~deliverable~~and tomoney ~~the~~market ~~sellers~~accounts. ofThe ~~Xtreme~~Company ~~was~~considers ~~amended~~all ~~from~~highly ~~Series~~liquid Binstruments ~~Preferred~~with ~~Stock~~maturities toof ~~Series~~three Cmonths ~~Preferred~~or ~~Stock~~less when purchased to be cash equivalents.

~~On January~~d) Accounts ~~13,~~receivable ~~2015,~~and ~~the~~concentration ~~Company completed the acquisition~~ of ~~Xtreme~~credit ~~Technologies,~~risk ~~Inc., an Idaho corporation.~~

~~Under~~ Because the ~~Agreement~~Company currently uses distributors as their main source of product sales and placement, ~~Amendment~~there is an inherent risk that the distributor could experience difficulty in their payments for accounts they ship to. The result, ~~and~~may ~~Second~~be ~~Amendment~~that the distributors, ~~Xtreme~~while ~~became~~collecting ~~our~~from ~~wholly-owned~~the ~~subsidiary~~stores and wechains ~~acquired~~they supply, they do not process through the ~~patents~~payments onto us. Although in the ~~proprietary process~~past ~~that~~the weCompany ~~believe~~did see significant credit risk associated with the trade receivables, repayment is dependent upon the ~~most~~financial ~~technologically~~stability ~~advanced~~of inthe ~~water~~various ~~treatment~~distributors ~~systems~~and ~~for~~customers ~~complete~~to ~~hydration~~which shipment takes place. As Wea ~~assumed~~result, the ~~operations~~ Company is looking more closely at the credit worthiness of ~~Xtreme~~its customer and ~~continue~~how ~~its~~large ~~business~~a footprint and customer base various distributors have and is attempting to limit how much of ~~distributing~~our ~~technologically~~business ~~enhanced~~is ~~bottled~~conducted ~~water~~through any one customer or distributor. Our concentration risk is being reevaluated on a quarterly basis.

Upon closing of the acquisition, we discovered that Xtreme was operating at a loss for the prior year and that it required a substantial cash infusion. We have begun a program of upgrading the production line, reorganized personnel, and began an effort to increase sales of the division so that it returns to profitability as quickly as possible.F-5

~~Our primary~~e) Allowance ~~objective~~for ~~now~~doubtful ~~is to introduce, promote, aggressively market and establish channels of distribution to sell our product to a wide range of consumers, first in the United States, Canada and Mexico, and then globally.~~accounts

~~We believe~~The ~~that~~allowance ~~holding~~for doubtful accounts is based on the ~~patents~~Company’s ~~will~~assessment ~~enable~~of usthe tocollectability ~~enhance~~of ~~our~~customer ~~position~~accounts inand the ~~investment~~aging ~~community,~~of ~~allow~~the usaccounts toreceivable. The ~~expand~~Company ~~our~~regularly ~~reach in~~reviews the ~~distribution~~adequacy of ~~product,~~the ~~and~~Company’s ~~provide~~allowance usfor ~~access~~doubtful toaccounts ~~other~~through ~~applications~~identification ~~the~~of ~~water~~specific ~~treatment~~receivables ~~technology~~where ~~has~~it ~~available~~is expected that payments will not be received. The WeCompany ~~are exploring~~also ~~other~~establishes ~~uses~~an ofunallocated ~~our~~reserve ~~water~~that sois applied to all amounts that weare ~~can~~not ~~diversify~~specifically ~~our~~identified. In ~~portfolio~~determining ofspecific ~~products~~receivables towhere ~~include~~collections ~~other~~may ~~specialty~~not ~~uses~~have ~~outside~~been of received, the ~~bottled~~Company ~~water~~reviews past due receivables and ~~health~~gives ~~water~~consideration ~~markets~~to prior collection history and changes in the customer’s overall business condition. The allowance for doubtful accounts reflects the Company’s best estimate as of the reporting dates.

~~The Company’s~~At ~~fiscal~~March ~~year~~31, ~~end~~2016 isand December 31, 2015, the Company had an allowance for bad debts in the amount of $150,000 and $161,000 respectively.

2.f) Basic ~~Going~~and ~~Concern~~Diluted Net Loss per Share

~~These accompanying~~The ~~unaudited~~Company ~~condensed~~computes ~~consolidated~~net ~~financial~~loss ~~statements~~per ~~have~~share ~~been~~in ~~prepared~~accordance onwith aASC ~~going concern basis~~260, ~~which~~Earnings ~~implies that~~per ~~the~~Share. ~~Company~~ASC ~~will~~260 ~~continue~~requires topresentation ~~realize~~of ~~its~~both ~~assets~~basic and ~~discharge~~diluted ~~its~~earnings ~~liabilities~~per inshare ~~the~~(“EPS”) ~~normal~~on ~~course of business. For~~ the ~~nine months~~face ~~ended~~of ~~September 30, 2015,~~ the ~~Company~~income ~~recognized~~statement. ~~$800,571~~Basic inEPS ~~revenue,~~is ~~and~~computed asby ofdividing ~~September~~net ~~30,~~loss ~~2015~~available ~~had~~to ancommon ~~accumulated~~shareholders ~~deficit of~~(numerator) ~~$11,156,906.~~by ~~The continuation of~~ the ~~Company~~weighted asaverage anumber ~~going~~of ~~concern~~shares isoutstanding ~~dependent~~(denominator) ~~upon~~during the ~~continued~~period. ~~financial~~Diluted ~~support~~EPS ~~from~~gives ~~its management,~~effect ~~and its ability~~ to ~~identify~~all ~~future~~dilutive ~~investment~~potential ~~opportunities~~common ~~and~~shares ~~obtain~~outstanding during the ~~necessary~~period ~~debt~~using orthe ~~equity~~treasury ~~financing,~~stock method and ~~generating~~ ~~profitable~~convertible ~~operations~~preferred ~~from~~stock using the ~~Company’s~~if-converted ~~future operations~~method. ~~However,~~In ~~there~~computing ~~can~~diluted beEPS, nothe ~~assurance~~average ~~that~~stock ~~these~~price ~~arrangements will~~for bethe ~~sufficient~~period tois ~~fund~~used ~~its~~in ~~ongoing~~determining ~~capital~~the ~~expenditures,~~number ~~working~~of ~~capital,~~shares ~~and~~assumed ~~other~~to ~~cash~~be ~~requirements.~~purchased ~~The~~from ~~outcome~~the exercise of ~~these matters~~stock ~~cannot~~options beor ~~predicted at this time~~warrants. ~~These~~ ~~factors~~Diluted ~~raise~~EPS ~~substantial~~excludes ~~doubt~~all ~~regarding~~dilutive ~~the~~potential ~~Company’s~~shares ~~ability~~if ~~to continue~~their aseffect ais ~~going concern~~anti-dilutive. ~~These~~Such ~~accompanying~~securities, ~~unaudited~~shown ~~condensed~~below, ~~consolidated~~presented ~~financial~~on ~~statements~~a docommon ~~not~~share ~~include~~equivalent ~~any~~basis ~~adjustments to the recoverability~~ and ~~classification~~outstanding as of March ~~recorded~~31, 2016 ~~asset amounts~~ and ~~classification~~2015 ofhave ~~liabilities~~been ~~that~~excluded ~~might~~from ~~be necessary should~~ the ~~Company~~per beshare ~~unable to continue as a going concern.~~computations:

3. Basis of Presentation

	As of
	March 31, 2016	March 31, 2015
Series A Convertible Preferred Stock	600,000,000	600,000,000
Series B Convertible Preferred Stock	65,398,334	65,398,334
Series D Convertible Preferred Stock	20,000,000	-
Convertible notes payable	4,472,261,526	326,777,380
Warrants	1,587,302	1,587,302
3(a)10 Share issuance	136,543,519	129,677,917

~~These unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”~~g) Financial ~~for~~Instruments financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for any interim period or an entire year. The Company applies the same accounting policies and methods in its interim financial statements as those in the most recent audited annual financial statements. The financial statements and notes included herein should be read in conjunction with the annual financial statements and notes for the year ended December 31, 2014 included in the Company’s filing on Form 10-K.

~~The financial~~Pursuant ~~statements~~to ofASC ~~the~~820, ~~Company~~Fair ~~have~~Value ~~been~~Measurements ~~prepared~~and inDisclosures, ~~accordance~~an ~~with~~entity USis ~~GAAP~~required to maximize the use of observable inputs and ~~are~~minimize ~~expressed~~the inuse ~~U.S.~~of ~~dollars~~unobservable inputs when measuring fair value. ~~All~~ASC ~~inter-company accounts~~820 ~~and~~establishes ~~transactions~~a ~~have~~fair ~~been~~value ~~eliminated~~hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. ~~The~~A ~~Company~~financial instrument’s ~~fiscal~~categorization ~~year~~within ~~end~~the fair value hierarchy is ~~December~~based 31upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~F-5~~Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

~~Table~~Level of2 ~~Contents~~applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~4. Summary of Significant Accounting Policies~~F-6

~~a) Use~~ Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of ~~Estimates~~the fair value of the assets or liabilities.

The ~~preparation~~ ofCompany’s ~~unaudited condensed consolidated~~ financial ~~statements~~instruments inconsist ~~conformity~~principally ~~with~~of UScash, ~~GAAP~~accounts ~~requires~~receivable, ~~management~~accounts topayable ~~make estimates~~ and ~~assumptions~~accrued ~~that~~liabilities ~~affect~~and ~~the reported~~ amounts ofdue ~~assets~~to ~~and~~related ~~liabilities~~parties and ~~disclosure~~others. ofPursuant ~~contingent~~to ~~assets~~ASC ~~and~~820, ~~liabilities at~~ the ~~date~~fair ofvalue ~~the financial statements and the reported amounts~~ of ~~revenues~~our ~~and~~cash ~~expenses~~is ~~during~~determined ~~the~~based ~~reporting~~on ~~period.~~“Level ~~The~~1” ~~Company regularly~~inputs, ~~evaluates~~which ~~estimates~~consist ~~and~~of ~~assumptions~~quoted ~~related~~prices toin ~~the~~active ~~deferred~~markets ~~income~~for ~~tax~~identical ~~asset valuation allowances~~assets. ~~The~~We ~~Company~~believe ~~bases its estimates and assumptions on current facts, historical experience and various other factors~~ that ~~it believes to be reasonable under~~ the ~~circumstances,~~recorded ~~the results of which form the basis for making judgments about the carrying~~ values of ~~assets~~all ~~and liabilities and the accrual~~ of ~~costs~~our ~~and expenses that are not readily apparent from~~ other ~~sources.~~financial ~~The~~instruments ~~actual~~approximate ~~results~~their ~~experienced~~current byfair ~~the Company~~values ~~may~~because ~~differ~~of ~~materially~~their ~~and~~nature ~~adversely from the Company’s estimates. To the extent there are material differences between the estimates~~ and ~~the~~respective ~~actual~~maturity ~~results,~~dates ~~future~~or ~~results of operations will be affected~~durations.

bh) ~~Principles~~ ofConvertible ~~Consolidation~~Instruments

The ~~consolidated~~ ~~financial~~Company ~~statements~~evaluates ~~include~~and ~~the~~ accounts offor ~~the~~conversion ~~Company~~options ~~and~~embedded in its ~~wholly~~convertible ~~owned~~instruments ~~subsidiaries~~in ~~Alkame~~accordance ~~Water,~~with ~~Inc.~~professional ~~and Xtreme~~standards ~~Technologies,~~for ~~Inc.~~“Accounting ~~All~~for ~~significant~~Derivative ~~inter-company~~Instruments ~~transactions~~and ~~are~~Hedging ~~eliminated~~Activities”.

Professional standards generally provide three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ~~Cash~~Professional ~~and~~standards ~~Cash~~also ~~Equivalents~~provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.

~~For purposes~~The ofCompany accounts for convertible instruments (when it has determined that the ~~statement~~embedded ofconversion ~~cash~~options ~~flows,~~should ~~cash~~not ~~includes~~be ~~demand~~bifurcated ~~deposits~~from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” ~~saving~~as ~~accounts~~those ~~and~~professional ~~money~~standards ~~market~~pertain ~~accounts~~to “Certain Convertible Instruments.” ~~The~~Accordingly, the Company ~~considers~~ ~~all~~records, ~~highly~~when ~~liquid~~necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments ~~with~~based ~~maturities~~upon the differences between the fair value of ~~three~~the ~~months~~underlying orcommon ~~less~~stock ~~when~~at ~~purchased~~the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to betheir ~~cash~~earliest ~~equivalents~~date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

~~d) Accounts~~ASC ~~receivable~~815-40 ~~and~~provides ~~concentration~~that, ofamong ~~credit~~other ~~risk~~things, generally, if an event is not within the entity’s control could or require net cash settlement, then the contract shall be classified as an asset or a liability.

~~Because the~~i) ~~Company~~Derivative currently uses distributors as their main source of product sales and placement, there is an inherent risk that the distributor could experience difficulty in their payments for accounts they ship to. The result, may be that they, while collecting from the stores and chains they supply, they do not process through the payments to us. Although in the past the Company did see significant credit risk associated with the trade receivables, repayment is dependent upon the financial stability of the various distributors and customers to which shipment takes place. As a result, the Company is looking more closely at the credit worthiness of its customer and how large a footprint and customer base various distributors have, and is attempting to limit how much of our business is conducted through any one customer or distributor. Our concentration risk is being reevaluated on a quarterly basis.Liabilities

~~e) Allowance~~The Company assessed the classification of its derivative financial instruments as of March 31, 2015, which consist of convertible instruments and rights to shares of the Company’s common stock, and determined that such derivatives meet the criteria for ~~doubtful~~liability ~~accounts~~classification under ASC 815.

~~The allowance~~ASC ~~for~~815 ~~doubtful~~generally ~~accounts~~provides isthree ~~based~~criteria onthat, ~~the~~if ~~Company’s~~met, ~~assessment~~require ofcompanies ~~the~~to ~~collectability~~bifurcate ofconversion ~~customer~~options ~~accounts~~from their host instruments and ~~the aging~~account offor ~~the~~them ~~accounts~~as ~~receivable~~free standing derivative financial instruments. ~~The~~ ~~Company~~These ~~regularly~~three ~~reviews~~criteria include circumstances in which (a) the ~~adequacy~~economic characteristics and risks of the ~~Company’s~~embedded ~~allowance~~derivative ~~for~~instrument ~~doubtful accounts~~are ~~through~~not ~~identification~~clearly and closely related to the economic characteristics and risks of ~~specific~~the ~~receivables~~host ~~where~~contract, it(b) isthe ~~expected~~hybrid instrument that ~~payments~~embodies ~~will~~both the embedded derivative instrument and the host contract is not bere-measured ~~received. The~~at ~~Company also~~fair ~~establishes~~value anunder ~~unallocated~~otherwise ~~reserve~~applicable ~~that~~generally isaccepted ~~applied~~accounting toprinciples ~~all~~with ~~amounts~~changes ~~that~~in ~~are~~fair ~~not~~value ~~specifically~~reported ~~identified. In~~in ~~determining specific~~earnings ~~receivables~~as ~~where~~they ~~collections~~occur ~~may~~and ~~not~~(c) ~~have~~a ~~been~~separate ~~received,~~instrument with the ~~Company~~same ~~reviews~~terms ~~past~~as ~~due~~the ~~receivables~~embedded ~~and~~derivative ~~gives~~instrument ~~consideration to~~would ~~prior~~be ~~collection~~considered ~~history~~a ~~and~~derivative ~~changes~~instrument insubject to the ~~customer’s~~requirements ~~overall~~of ~~business~~ASC ~~condition~~815. ~~The~~ ~~allowance~~ASC ~~for~~815 ~~doubtful~~also ~~accounts reflects~~provides ~~the~~an ~~Company’s~~exception ~~best~~to ~~estimate~~this asrule ofwhen the ~~reporting~~host ~~dates~~instrument is deemed to be conventional, as described.

~~At September 30, 2015 and December 31, 2014, the Company had an allowance for bad debts in the amount of $148,000 and $23,000 respectively.~~F-7

fj) ~~Basic~~ Income ~~and Diluted Net Loss per Share~~Taxes

~~The Company~~Potential ~~computes~~benefits ~~net~~of ~~loss~~income ~~per~~tax ~~share~~losses are not recognized in ~~accordance~~the ~~with~~accounts until realization is more likely than not. The Company has adopted ASC ~~260,~~740 ~~Earnings~~“Accounting ~~per~~for ~~Share~~Income Taxes” as of its inception. Pursuant to ASC ~~260~~740, ~~requires~~the ~~presentation~~Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of ~~both~~net ~~basic and~~operating ~~diluted~~losses ~~earnings~~have ~~per~~not ~~share~~been ~~(“EPS”)~~recognized onin this financial statement because the ~~face~~Company ofcannot be assured it is more likely than not it will utilize the ~~income~~net ~~statement.~~operating ~~Basic~~losses ~~EPS~~carried forward in future years.

~~F-6~~k) Revenue Recognition

~~Table~~The Company recognizes revenue in accordance with ASC-605, “Revenue Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of ~~Contents~~an arrangement exists; (2) delivery has occurred or title has passed; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts.

isRevenues ~~computed~~are byrecognized ~~dividing~~upon ~~net loss~~shipment, ~~available~~provided tothat ~~common~~a ~~shareholders~~signed ~~(numerator)~~purchase byorder ~~the~~has ~~weighted~~been ~~average~~received, ~~number~~the ofprice ~~shares~~is ~~outstanding~~fixed, ~~(denominator)~~title ~~during~~has ~~the period.~~transferred, ~~Diluted~~collection ~~EPS~~of ~~gives~~resulting ~~effect~~receivables tois ~~all~~reasonably ~~dilutive~~assured, ~~potential~~and ~~common~~there ~~shares~~are ~~outstanding~~no ~~during~~remaining ~~the~~significant ~~period~~obligations. ~~using~~Reserves ~~the~~for ~~treasury~~sales ~~stock method~~returns and ~~convertible~~allowances, ~~preferred~~including ~~stock~~allowances ~~using~~for ~~the~~so ~~if-converted~~called ~~method.~~“ship Inand ~~computing~~debit” ~~diluted EPS~~transactions, ~~the~~are ~~average~~recorded ~~stock~~at ~~price for~~ the ~~period~~ istime ~~used in determining the number~~ of ~~shares~~shipment, ~~assumed~~based toon behistorical ~~purchased~~levels ~~from the exercise~~ of ~~stock~~returns ~~options~~and ordiscounts, ~~warrants.~~current ~~Diluted EPS~~economic ~~excludes~~trends ~~all~~and ~~dilutive~~changes ~~potential~~in ~~shares~~customer ~~if their effect is anti-dilutive~~demand. ~~Such~~Certain ~~securities,~~Internet ~~shown~~generated ~~below,~~transactions ~~presented~~that onare aprepaid ~~common share~~at ~~equivalent~~time ~~basis and outstanding as~~ of ~~September 30~~order, ~~2015~~are ~~and~~recognized ~~2014~~at ~~have~~the ~~been~~time ~~excluded~~the merchandise ships from the ~~per~~warehouse ~~share~~to ~~computations:~~the customer.

	As of
	September 30, 2015		September 30, 2014
Series A Convertible Preferred Stock		600,000,000		600,000,000
Series B Convertible Preferred Stock		65,398,334		65,210,834
Series C Convertible Preferred Stock		356,250,000		—
Convertible notes payable		356,576,614		5,862,185
Warrants		1,587,302		—
EROP conversion of debt		136,543,519		—

Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

gl) ~~Financial~~ ~~Instruments~~Reclassification

~~Pursuant to~~Certain ~~ASC~~reclassifications ~~820,~~have ~~Fair~~been ~~Value~~made ~~Measurements and Disclosures, an entity is required~~ to ~~maximize~~conform the ~~use~~prior ofperiod ~~observable~~data ~~inputs~~to ~~and minimize~~ the ~~use~~current ~~of unobservable inputs when measuring fair value~~presentation. ~~ASC~~These ~~820~~reclassifications ~~establishes~~had ano ~~fair~~effect ~~value hierarchy based~~ on ~~the~~reported ~~level~~net ~~of independent, objective evidence surrounding the inputs used to measure fair value~~loss. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

~~Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities~~5.

~~Level 2~~Notes applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.Payable

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

	March 31, 2016	December 31, 2015
Notes payable - current	$ 1,047,011	$ 1,050,787
Note payable Xtreme shareholders	169,000	183,000
Officer loans	26,456	26,456
Unamortized debt discount	(26,332)	(35,095)
Carrying amount	$ 1,216,135	$ 1,225,148
Less: current portion	(1,216,135)	(1,200,575)
Long-term notes payable, net	$ -	$ 24,573

~~The Company~~Notes ~~did~~Payable ~~not~~to have any Level 2 or Level 3 assets or liabilities as of September 30, 2015, with the exception of its convertible notes payable. The carrying amounts of these liabilities at September 30, 2015 approximate their respective fair value based on the Company’s incremental borrowing rate.Stockholders:

~~Cash is~~The ~~considered~~Company toowed be$36,030 ~~highly liquid~~ and ~~easily~~$36,573 ~~tradable~~at asMarch ~~of September 30~~31, ~~2015~~2016 and ~~therefore~~December ~~classified~~31, as2015 ~~Level~~respectively 1to ~~within~~a ~~our fair value hierarchy~~stockholder.

~~In addition,~~During ~~FASB~~the ~~ASC~~year ~~825-10-25~~ended ~~Fair~~December ~~Value~~31, ~~Option~~2013, orthe ~~ASC~~Company ~~825-10-25~~had $63,000 in expenses paid on its behalf by this shareholder which was ~~effective~~recorded ~~for~~as ~~January~~a Note. On August 1, ~~2008.~~2013, ~~ASC~~the ~~825-10-25~~Company ~~expands~~and ~~opportunities to~~note ~~use~~holder ~~fair~~amended ~~value~~the ~~measurements~~Note inby ~~financial~~mutual ~~reporting~~agreement ~~and~~increasing ~~permits~~the ~~entities~~principal toamount ~~choose~~by toan ~~measure~~additional ~~many~~$10,000 ~~financial~~for ~~instruments~~other ~~and certain~~services ~~other~~rendered ~~items~~by atthe ~~fair~~former ~~value~~director. The ~~Company~~Note ~~did~~is ~~not~~unsecured ~~elect~~and begin accruing interest August 1, 2014 at 5% per annum on the ~~fair~~unpaid ~~value~~principal ~~options~~thereafter. Based on a repayment agreement that calls for ~~any~~monthly payments of ~~its~~$1,000 ~~qualifying~~per ~~financial~~month. ~~instruments~~

hDuring the three months ended March 31, 2016 and 2015, the Company repaid $1,000 ($543 principal and $457 accrued interest) ~~Convertible~~ ~~Instruments~~and $2,000 ($480 principal and $$1,520 accrued interest) of the Note, respectively.

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities”.F-8

~~F-7~~Notes Payable to Xtreme Shareholders:

~~Table~~In January 2015, an accredited investor group, EROP, filed and received approval by the courts for a 3(a)10 filing under which they acquired various debts, including the note due to the former shareholders of ~~Contents~~Xtreme Technologies, Inc. Under terms of the court order, they are able to convert the debts into common shares of the Company at a 40% discount to the market.

~~Professional standards~~The ~~generally~~original ~~provide~~balance ~~three~~acquire ~~criteria~~was ~~that~~$525, ~~if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments~~000. As ~~These three criteria include circumstances in which (a) the economic characteristics and risks~~ of ~~the~~March ~~embedded~~31, ~~derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract~~2016, ~~(b)~~ the ~~hybrid~~balance ~~instrument that embodies both the embedded derivative instrument and the host contract~~ is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument$169,000. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of “Conventional Convertible Debt Instrument”.

~~The Company~~Notes accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion FeaturesPayable,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note.others:

~~ASC 815~~On March 29, 2013, the Company entered into a two-40year ~~provides~~promissory ~~that~~note agreement for $500,000. ~~among~~On ~~other~~April ~~things~~8, ~~generally~~2013, ifthe anCompany ~~event~~received is$200,000 ~~not~~and ~~within~~on May 1, 2013, the ~~entity’s~~Company ~~control~~received ~~could~~$300,000. orOn ~~require~~September ~~net cash~~27, ~~settlement~~2013, ~~then~~ the ~~contract~~note ~~shall~~agreement bewas ~~classified~~amended asto include an ~~asset~~additional oradvance to the Company of $250,000. Pursuant to the agreement, the loan is secured with a ~~liability~~general security agreement, bears interest at 10% per annum, and $500,000 is due on March 30, 2015 and $250,000 is due on September 27, 2015. These notes are currently in technical default. To date, the lender has not declared a default, and continues to forebear on collection.

~~i) Derivative~~On ~~Liabilities~~March 11, 2014, the Company entered into an additional two-year promissory note agreement for an additional $100,000 from the same investor group, on the same terms as outlined above.

~~The Company~~At ~~assessed~~March ~~the~~31, ~~classification~~2016 ofand ~~its~~December ~~derivative financial instruments as of March~~ 31, 2015, ~~which~~the ~~consist~~Company ofhas ~~convertible instruments~~accrued ~~and~~interest ~~rights~~of to$226,597 ~~shares~~and of$205,347, ~~the~~respectively. ~~Company’s~~The ~~common~~original ~~stock~~note, and ~~determined~~the ~~that~~amendment, ~~such~~each ~~derivatives~~mature ~~meet~~two ~~the~~years ~~criteria~~from ~~for liability~~date ~~classification~~of ~~under~~issuance ~~ASC~~or ~~815~~amendment.

~~ASC 815~~At ~~generally~~September ~~provides three criteria that~~30, ~~if met~~2015, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the ~~economic~~Company ~~characteristics~~classified ~~and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract~~$850,000 (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to the requirements of ~~ASC 815. ASC 815 also provides an exception to~~ this ~~rule~~note ~~when~~payable ~~the host instrument is deemed to be conventional,~~ as ~~described~~current liability.

~~j) Income~~The ~~Taxes~~Company paid 10% of proceeds from $750,000 of the long-term notes payable as financing cost of $75,000 to a consultant. The Company will amortize this cost over the term of the long-term note payable.

~~Potential benefits~~The ofCompany ~~income~~paid ~~tax~~10% ~~losses~~of ~~are~~proceeds ~~not~~from ~~recognized in~~ the ~~accounts~~$100,000 ~~until~~long-term ~~realization~~notes ispayable ~~more~~as ~~likely~~financing ~~than~~cost ~~not. The Company has adopted ASC 740 “Accounting for Income Taxes” as~~ of ~~its inception. Pursuant to ASC 740~~$10,000 ~~the Company is required~~ to ~~compute tax~~a ~~asset benefits for net operating losses carried forward~~consultant. The ~~potential~~Company ~~benefits~~will ofamortize ~~net operating losses have not been recognized in~~ this ~~financial~~cost ~~statement~~over ~~because~~ the ~~Company~~term ~~cannot~~of ~~be assured it is more likely than not it will utilize~~ the ~~net~~long-term ~~operating losses~~note ~~carried forward in future years~~payable.

~~k) Revenue~~During ~~Recognition~~the three months ended March 31, 2016 and 2015, the Company charged to operations $2,541 and $46,455 as amortization of deferred financing costs, respectively. As of March 31, 2016, and December 31, 2015, remaining balance in deferred financing cost of $2,972 and $5,513, respectively and is presented as part of other assets.

~~The Company~~In ~~recognizes~~July ~~revenue~~2015, inthe ~~accordance~~Company ~~with~~borrowed ~~ASC-605~~$70,000 ~~“Revenue~~from ~~Recognition,” which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of~~ an ~~arrangement~~accredited ~~exists;~~investor ~~(2)~~group ~~delivery~~on ~~has~~a ~~occurred~~term orloan. ~~title has~~The ~~passed;~~note ~~(3)~~carries ~~the~~interest ~~selling~~at ~~price~~15% isper ~~fixed~~annum and ~~determinable;~~requires ~~and~~repayment ~~(4) collectability is reasonably assured. Determination~~ of ~~criteria (3)~~a ~~and~~total ~~(4) are based on management's judgments regarding the fixed nature~~ of ~~the~~$98,000 ~~selling~~through ~~prices~~daily ofpayments ~~the products delivered and the collectability~~ of ~~those amounts~~$560.

~~F-8~~In July 2015, the Company borrowed $25,000 from an accredited investor group on a term loan. The note carries prepaid interest of 10% of the amount borrowing.

~~Table~~In August 2015, the Company borrowed $50,000 from an accredited investor group on a term loan. The note carries interest at 15% per annum and requires repayment of ~~Contents~~a total of $74,500 through daily payments of $899.

~~Revenues are~~In ~~recognized~~January ~~upon shipment~~2016, ~~provided that a signed purchase order has been received,~~ the ~~price~~Company isconverted ~~fixed~~$82,530 ~~title has transferred, collection~~ of ~~resulting~~accounts ~~receivables~~payable isinto ~~reasonably~~a ~~assured,~~convertible ~~and~~note. The ~~there~~note ~~are~~carries nointerest ~~remaining~~at ~~significant~~10% ~~obligations.~~per ~~Reserves~~annum ~~for sales returns~~ and ~~allowances,~~provides ~~including allowances~~ for soconversion ~~called “ship and debit” transactions, are recorded~~ at the ~~time~~ lower of ~~shipment,~~60% ~~based on historical levels~~ of ~~returns~~the ~~and~~lowest ~~discounts,~~trading ~~current~~price ~~economic trends and changes~~ in ~~customer demand. Certain Internet generated transactions that are prepaid at time of order, are recognized at~~ the ~~time~~25 ~~the~~days ~~merchandise~~prior ~~ships~~to ~~from~~conversion ~~the~~or ~~warehouse to~~$0.0001 ~~the~~per ~~customer~~share.

~~l) Reclassification~~6. Convertible debt

~~Certain reclassifications~~At ~~have~~March ~~been~~31, ~~made~~2016 toand ~~conform~~December ~~the~~31, ~~prior~~2015 ~~period~~convertible ~~data~~notes toand ~~the~~debentures ~~current~~consisted ~~presentation.~~of ~~These~~the ~~reclassifications had no effect on reported net loss.~~following:

5. Notes Payable

	March 31, 2016	December 31, 2015
Convertible notes payable	$ 745,251	$ 635,223
Unamortized debt discount	(89,798)	(53,258)
Carrying amount	$ 655,453	$ 581,965
Less: current portion	(647,512)	(552,479)
Long-term convertible notes, net	$ 7,941	$ 29,486

~~Notes Payable~~Note toissued ~~Stockholders~~on September 5, 2014:

~~The Company~~On ~~owed~~September ~~$38~~5,~~199~~ ~~and~~2014, the Company entered into a one-year convertible debenture for $4352,~~490~~500 with an accredited institutional investor. The debenture is convertible at ~~September~~53% ~~30,~~of ~~2015~~the ~~and~~lowest ~~December~~trading ~~31,~~price ~~2014~~in ~~respectively~~the 20 trading days prior to athe ~~stockholder~~conversion.

~~During the~~The ~~year~~Company ~~ended~~identified ~~December~~embedded ~~31,~~derivatives ~~2013,~~related to the ~~Company~~Convertible ~~had~~Promissory ~~$63,000~~Notes inentered ~~expenses~~into ~~paid~~in onSeptember ~~its~~2014. These ~~behalf~~embedded byderivatives ~~this~~included ~~shareholder~~certain ~~which~~conversion ~~was~~features. The ~~recorded as~~accounting atreatment ~~Note.~~of Onderivative ~~August~~financial 1,instruments ~~2013,~~requires that the Company ~~and~~record ~~note~~the ~~holder~~fair ~~amended~~value of the ~~Note~~derivatives byas ~~mutual~~of ~~agreement~~the ~~increasing~~inception date of the ~~principal~~Convertible ~~amount by~~Promissory anNote ~~additional~~and ~~$10,000~~to ~~for~~adjust ~~other~~the ~~services~~fair ~~rendered~~value byas ~~the~~of ~~former~~each ~~director. The~~subsequent ~~Note~~balance issheet ~~unsecured,~~date. At ~~and~~the ~~begin~~inception ~~accruing~~of ~~interest August~~the 1Convertible Promissory Note, ~~2014~~the atCompany 5%determined ~~per~~a ~~annum~~fair onvalue ~~the~~of ~~unpaid~~$578,343 ~~principal~~of ~~thereafter~~the embedded derivative. ~~Based~~ The onfair avalue ~~repayment~~of ~~agreement~~the ~~that~~embedded ~~calls~~derivative ~~for~~was ~~monthly payments~~determined ofusing ~~$1,000~~the ~~per~~Black-Scholes ~~month.~~Model based on the following assumptions:

During the nine months ended September 30, 2015 and 2014, the Company repaid $8,000 ($5,291 principal and $2,709 accrued interest) and $7,000 of the Note, respectively.

Dividend yield:			0%
Volatility			166%
Risk free rate:			0.10%

~~Notes Payable~~The initial fair values of the embedded debt derivative of $578,343 was allocated as a debt discount up to ~~Xtreme~~the ~~Shareholders:~~proceeds of the note ($52,500) with the remainder ($525,843) charged to operations as derivative liability adjustment during the year ended December 31, 2014.

~~In January~~During ~~2015,~~the anyear ~~accredited~~ended ~~investor~~December ~~group~~31, ~~EROP~~2014, ~~filed and received approval by~~ the ~~courts~~Company ~~for a 3(a)10 filing under which they acquired various debts~~amortized $17,500 ~~including the note due~~ to ~~the~~current ~~former~~period ~~shareholders~~operations ofas ~~Xtreme~~amortization ~~Technologies, Inc. Under terms~~ of ~~the~~beneficial ~~court order,~~conversion ~~they are able to convert the debts into common shares of the Company at a 40% discount to the market~~feature.

~~The original~~During ~~balance~~the ~~acquire~~year ~~was~~ended ~~$525,000.~~December ~~As of September 30~~31, 2015, the ~~balance~~Company isamortized $~~207~~35,000 to current period operations as amortization of beneficial conversion feature.

~~Notes Payable~~The fair value of the described embedded derivative of $140,225 ~~others~~at March 31, 2016 was determined using the Black-Scholes Model with the following assumptions:

On March 29, 2013, the Company entered into a two-year promissory note agreement for $500,000. On April 8, 2013, the Company received $200,000 and on May 1, 2013, the Company received $300,000. On September 27, 2013, the note agreement was amended to include an additional advance to the Company of $250,000. Pursuant to the agreement, the loan is secured with a general security agreement, bears interest at 10% per annum, and $500,000 is due on March 30, 2015 and $250,000 is due on September 27, 2015. These notes are currently in technical default. To date, the lender has not declared a default, and continues to forebear on collection.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21%

On At March 1131, ~~2014~~2016, the Company ~~entered~~adjusted ~~into~~the anrecorded ~~additional~~fair ~~two-year~~value ~~promissory~~of ~~note~~the ~~agreement~~derivative ~~for~~liability anto ~~additional~~market ~~$100~~resulting in non-cash,~~000~~ ~~from~~non-operating ~~the same~~loss ~~investor~~of ~~group~~$66,719 onfor the ~~same~~three ~~terms~~months asended ~~outlined~~March ~~above~~31, 2016.

~~F-9~~Note issued on October 24, 2014:

~~Table~~On October 24, 2014, the Company entered into a twelve-month convertible debenture for $55,000 with an accredited institutional investor. The debenture is convertible at 60% of ~~Contents~~the lowest closing price in the 20 trading days prior to conversion. The note was issued with an original issue discount of $5,000 which was recorded as part of deferred financing cost and amortized over the term of the note.

At September 30, 2015 and December 31, 2014, the Company has accrued interest of $183,625 and $119,875, respectively. The original note, and the amendment, each mature two years from date of issuance or amendment.F-10

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At ~~September~~ ~~30,~~the ~~2015~~inception of the Convertible Promissory Note, the Company ~~classified~~determined a fair value of $~~850~~162,~~000~~550 of ~~this~~the ~~note~~embedded ~~payable~~derivative. The asfair ~~current~~value ~~liability.~~of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

The Company paid 10% of proceeds from $750,000 of the long-term notes payable as financing cost of $75,000 to a consultant. The Company will amortize this cost over the term of the long-term note payable.

Dividend yield:			0%
Volatility			260%
Risk free rate:			0.11%

The ~~Company~~ ~~paid~~initial ~~10%~~fair values of ~~proceeds~~the ~~from~~embedded ~~the~~debt derivative of $~~100~~162,~~000~~550 ~~long-term~~was ~~notes~~allocated ~~payable~~ as ~~financing~~a ~~cost~~debt discount up to the proceeds of the note ($1055,000) towith athe ~~consultant.~~remainder ~~The~~($107,550) ~~Company will~~charged ~~amortize~~to ~~this~~operations ~~cost~~as ~~over~~derivative ~~the~~liability ~~term~~adjustment ofduring the ~~long-term~~year ~~note~~ended ~~payable~~December 31, 2014.

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, ~~2015 and~~ 2014, the Company ~~charged~~amortized ~~to operations~~ $7413,~~810~~750 ~~and~~to ~~$34,799~~current period operations as amortization of ~~deferred financing~~beneficial ~~costs,~~conversion ~~respectively~~feature. ~~As of September 30, 2015 and December 31, 2014, remaining balance in deferred financing cost of $11,898 and $63,375, respectively and is presented as part of other assets.~~

~~In July~~During the year ended December 31, 2015, the Company ~~borrowed~~ amortized $7041,~~000~~250 ~~from~~to ancurrent ~~accredited~~period ~~investor~~operations ~~group~~as onamortization ~~a term loan. The note carries interest at 15% per annum and requires repayment~~ of abeneficial ~~total~~conversion ~~of $98,000 through daily payments of $560~~feature.

InThe ~~July~~fair ~~2015,~~value of the ~~Company~~described ~~borrowed~~embedded derivative of $25140,~~000 from~~300 anat ~~accredited~~March ~~investor~~31, ~~group~~2016 onwas adetermined ~~term~~using ~~loan.~~the ~~The~~Black-Scholes ~~note~~Model ~~carries~~with ~~prepaid interest of 10% of~~ the ~~amount~~following ~~borrowing.~~assumptions:

In August 2015, the Company borrowed $50,000 from an accredited investor group on a term loan. The note carries interest at 15% per annum and requires repayment of a total of $74,500 through daily payments of $899.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21%

6.At ~~Convertible~~March ~~debt~~31, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $74,794for three months ended March 31, 2016.

AtNote ~~September 30,~~issued ~~2015~~on ~~and~~October ~~December 31~~27, 2014 ~~convertible notes and debentures consisted of the following~~:

	September 30, 2015			December 31, 2014
Convertible notes payable	$	663,222		$	604,472
Unamortized debt discount		(138,264	)		(412,543	)
Carrying amount	$	524,958		$	191,929
Less: current portion		(471,546	)		(168,962	)
Long-term convertible notes, net	$	53,412		$	22,968

On October 27, 2014, the Company entered into a two-year convertible debenture for $33,000 with an accredited institutional investor. The debenture is convertible at lesser of (a) $0.15 or (b) 60% of the lowest trading price in the 25 trading days prior to conversion. The note was issued with an original issue discount of $3,000 which was recorded as part of deferred financing cost and amortized over the term of the note.

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note ~~issued~~ onand ~~August~~to 6adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, ~~2014~~the Company determined a fair value of $100,870 ~~fully~~of ~~converted~~the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

On August 6, 2014, the Company entered into a one-year convertible debenture for $82,500 with an accredited institutional investor. The debenture was convertible at the lesser of $0.10 per share, or 60% of the lowest trade price in the 25 trading days prior to conversion. The note was issued with an original issue discount of $7,500 which was charged to current period operations as interest expense during the year ended December 31, 2014.

Dividend yield:			0%
Volatility			260%
Risk free rate:			0.41%

The ~~Company~~ ~~identified~~initial ~~embedded~~fair ~~derivatives~~values ~~related~~of to the ~~Convertible Promissory Notes entered into in August 2014. These~~ embedded ~~derivatives~~debt ~~included certain conversion features. The accounting treatment of~~ derivative ~~financial instruments requires that the Company record the fair value~~ of ~~the~~$100,870 ~~derivatives~~was allocated as ofa ~~the~~debt ~~inception~~discount ~~date~~up ~~of the Convertible Promissory Note and~~ to ~~adjust~~ the ~~fair~~proceeds ~~value as~~ of ~~each subsequent balance sheet date. At~~ the ~~inception~~note ~~of the Convertible Promissory Note~~($33,000) with the ~~Company determined~~remainder ~~a fair value of~~ ($~~190~~67,~~451~~870) ofcharged ~~the~~to ~~embedded~~operations as derivative~~. The~~ ~~fair~~liability ~~value~~adjustment ofduring the ~~embedded~~year ~~derivative~~ended ~~was~~December ~~determined using~~31, ~~the Black-Scholes Model based on the following assumptions:~~ 2014.

Dividend yield:	0	%
Volatility	105	%
Risk free rate:	0.48	%

During the year ended December 31, 2014, the Company amortized $4,125 to current period operations as amortization of beneficial conversion feature.

F-1011

~~Table~~During the year ended December 31, 2015, the Company amortized $16,500 to current period operations as amortization of ~~Contents~~beneficial conversion feature.

The ~~initial~~ fair ~~values~~value of the described embedded ~~debt~~ derivative of $~~190~~34,~~451~~020 ~~was~~at ~~allocated~~March as31, a2016 ~~debt~~was ~~discount~~determined upusing to the ~~proceeds~~Black-Scholes ofModel ~~the note ($82,500)~~ with the ~~remainder~~following ~~($107,951) charged to operations as derivative liability adjustment in during the year ended December 31, 2014.~~assumptions:

During the year ended December 31, 2014, the Company amortized $17,187 to current period operations as amortization of beneficial conversion feature.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.39%

~~During the~~At ~~nine~~March ~~months ended September 30~~31, ~~2015~~2016, the Company ~~amortized~~adjusted the ~~remaining~~recorded ~~$65,313~~fair tovalue of the ~~current~~derivative ~~period~~liability ~~operations~~to asmarket ~~amortization of~~resulting ~~beneficial~~in ~~conversion~~non-cash, ~~feature~~non-operating ~~upon~~gain ~~full~~of ~~conversion~~$6,741 offor the ~~debenture~~three months ended March 31, 2016.

~~At September~~Note ~~30,~~issued ~~2015,~~on ~~due~~October ~~to full conversion of the debenture~~29, ~~the Company adjusted the recorded fair value of the derivative liability to $0 resulting in non-cash, non-operating gain of $142,317 for the nine months ended September 30, 2015.~~2014:

~~Note issued~~On onOctober ~~August 6~~29, 2014, ~~fully~~the ~~converted:~~Company entered into a twelve-month convertible debenture for $55,000 with an accredited institutional investor. The debenture is convertible at lesser of (a) $0.10 or (b) 60% of the lowest trading price in the 25 trading days prior to conversion. The note was issued with an original issue discount of $5,000 which was recorded as part of deferred financing cost and amortized over the term of the note.

~~On August~~The 6,Company ~~2014,~~identified embedded derivatives related to the ~~Company~~Convertible Promissory Notes entered into ain ~~nine-month~~October ~~convertible~~2014. These ~~debenture~~embedded ~~for~~derivatives ~~$68,000~~included ~~with~~certain anconversion ~~accredited institutional investor~~features. The ~~debenture~~accounting istreatment ~~convertible~~of atderivative ~~58%~~financial ofinstruments requires that the ~~average~~Company record the fair value of the ~~three~~derivatives ~~lowest~~as ~~trading~~of ~~prices~~the ininception date of the 10Convertible ~~trading~~Promissory ~~days~~Note ~~prior~~and to ~~conversion~~adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $142,870 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in August 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $94,657 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

Dividend yield:			0%
Volatility			260%
Risk free rate:			0.11%

Dividend yield:	0	%
Volatility	105	%
Risk free rate:	0.48	%

The initial fair values of the embedded debt derivative of $142,870 was allocated as a debt discount up to the proceeds of the note ($55,000) with the remainder ($87,870) charged to operations as derivative liability adjustment during the year ended December 31, 2014.

~~The initial~~During ~~fair values of~~ the ~~embedded~~year ~~debt~~ended ~~derivative~~December of31, ~~$94~~2014,~~657~~ ~~was allocated as a debt discount up to~~ the ~~proceeds~~Company ofamortized ~~the note (~~$6813,~~000)~~750 ~~with~~to ~~the~~current ~~remainder~~period ~~($32,145) charged to~~ operations as ~~derivative~~amortization ~~liability~~of ~~adjustment~~beneficial ~~during~~conversion ~~the year ended December 31, 2014~~feature.

During the year ended December 31, ~~2014~~2015, the Company amortized $3741,~~778~~250 to current period operations as amortization of beneficial conversion feature.

~~During the~~The ~~nine~~fair ~~months~~value ~~ended~~of ~~September 30, 2015,~~ the ~~Company~~described ~~amortized~~embedded ~~the~~derivative ~~remaining~~of $30140,~~222~~300 toat ~~the~~March ~~current~~31, ~~period~~2016 ~~operations~~was asdetermined ~~amortization of~~using ~~beneficial~~the ~~conversion~~Black-Scholes ~~feature~~Model ~~upon~~with ~~full conversion of~~ the ~~debenture.~~following assumptions:

At September 30, 2015, due to full conversion of the debenture, the Company adjusted the recorded fair value of the derivative liability to $0 resulting in non-cash, non-operating gain of $90,253 for the nine months ended September 30, 2015.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21%

~~Note issued~~At onMarch ~~August~~31, 112016, ~~2014~~the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, ~~fully~~non-operating ~~converted:~~loss of $58,705 for the three months ended March 31, 2016.

~~On August~~Note ~~11,~~issued ~~2014,~~on ~~the~~November ~~Company entered into a five-month convertible debenture for $45~~12,~~000~~ ~~with an accredited institutional investor. The debenture is convertible at 50% of the lowest traded price in the 20 days prior to the conversion.~~2014:

FOn November 12, 2014, the Company entered into a twelve-11month convertible debenture for $75,000 and a 5-year warrant to purchase an aggregate of 1,587,302 shares with an accredited institutional investor. The debenture is convertible at 50% of the lowest trading price in the 20 trading days prior to conversion. The warrant is exercisable at $0.24 per share subject to adjustments.

~~Table of Contents~~F-12

In accordance with ASC 470-20, the Company recognized an embedded beneficial conversion feature in the notes. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of nil of the proceeds, which is equal to the intrinsic value of the embedded beneficial conversion feature. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in ~~August~~November 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $~~131~~324,~~493~~627 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

Dividend yield:	0%	%
Volatility	~~111~~261-275%	%
Risk free rate:	0.0514%	%

The initial fair values of the embedded debt derivative of $~~131~~324,~~493~~627 was allocated as a debt discount up to the proceeds of the note ($4575,000) with the remainder ($86249,~~493~~627) charged to operations as derivative liability adjustment during the year ended December 31, 2014.

During the year ended December 31, 2014, the Company amortized $374,~~500~~795 to current period operations as amortization of beneficial conversion feature.

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015, the Company amortized ~~the remaining~~ $756,~~500~~250 to ~~the~~ current period operations as amortization of beneficial conversion feature ~~upon full conversion of the debenture~~.

~~At September~~The ~~30,~~fair ~~2015,~~value ~~due to full conversion~~ of the ~~debenture,~~described ~~the~~embedded ~~Company~~derivative ~~adjusted the recorded fair value~~ of ~~the derivative liability to~~ $0206,442 ~~resulting~~at inMarch ~~non-cash~~31, ~~non-operating~~2016 ~~gain~~was ofdetermined ~~$58,401~~using ~~for~~ the ~~nine~~Black-Scholes ~~months~~Model ~~ended~~with ~~September~~the ~~30,~~following ~~2015.~~assumptions:

Note issued on September 4, 2014, fully converted:

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21-0.73%

~~On September~~At 4March 31, ~~2014~~2016, the Company ~~entered~~adjusted ~~into~~the arecorded ~~nine-month~~fair ~~convertible~~value ~~debenture~~of ~~for~~the ~~$42,500~~derivative ~~with~~liability anto ~~accredited~~market ~~institutional~~resulting ~~investor. The~~in ~~debenture~~non-cash, isnon-operating ~~convertible~~loss ~~at 58%~~ of ~~the~~$224,625 ~~average~~for of the three ~~lowest~~months ~~trading~~ended ~~prices~~March in31, ~~the 10 trading days prior to conversion~~2016.

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note ~~and~~issued toon ~~adjust the~~December ~~fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note~~16, ~~the Company determined a fair value of $52,597 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions~~2014:

Dividend yield:	0	%
Volatility	131	%
Risk free rate:	0.48	%

On December 16, 2014, the Company entered into a two-year convertible debenture for $39,772 with an accredited institutional investor. The debenture is convertible at 60% of the lowest trading price in the 25 trading days prior to conversion.

The ~~initial~~ ~~fair~~Company ~~values~~identified ofembedded derivatives related to the Convertible Promissory Notes entered into in December 2014. These embedded ~~debt~~derivatives ~~derivative~~included certain conversion features. The accounting treatment of ~~$52,597~~derivative ~~was~~financial ~~allocated~~instruments requires that the Company record the fair value of the derivatives as aof ~~debt~~the ~~discount~~inception update of the Convertible Promissory Note and to adjust the ~~proceeds~~fair value as of each subsequent balance sheet date. At the ~~note ($42,500)~~inception ~~with~~of the ~~remainder~~Convertible (Promissory Note, the Company determined a fair value of $1085,~~097)~~288 ~~charged~~of tothe ~~operations~~embedded asderivative. The fair value of the embedded derivative ~~liability~~was ~~adjustment~~determined ~~during~~using the ~~year~~Black-Scholes ~~ended~~Model ~~December 31,~~based ~~2014.~~on the following assumptions:

During the year ended December 31, 2014, the Company amortized $18,889 to current period operations as amortization beneficial conversion feature.

Dividend yield:			0%
Volatility			275%
Risk free rate:			0.58%

~~During~~ The initial fair values of the ~~nine~~embedded ~~months~~debt ~~ended~~derivative ~~September~~of 30$85,288 ~~2015,~~was allocated as a debt discount up to the ~~Company~~proceeds ~~amortized~~of the ~~remaining~~note ($2339,~~611~~722) towith the ~~current~~remainder ~~period~~($45,566) charged to operations as ~~amortization of~~derivative ~~beneficial~~liability ~~conversion~~adjustment ~~feature~~during ~~upon~~the ~~full~~year ~~conversion~~ended ofDecember ~~the~~31, ~~debenture~~2014.

~~At September 30, 2015, due to full conversion of the debenture, the Company adjusted the recorded fair value of the derivative liability to $0 resulting in non~~F-~~cash, non-operating gain of $59,207 for the nine months ended September 30, 2015.~~13

~~F-12~~During the year ended December 31, 2014, the Company amortized $1,655 to current period operations as amortization of beneficial conversion feature.

~~Table~~During the year ended December 31, 2015, the Company amortized $19,861 to current period operations as amortization of ~~Contents~~beneficial conversion feature.

~~Note issued~~The onfair ~~September~~value 5of the described embedded derivative of $90,441 ~~2014~~at March 31, 2016 was determined using the Black-Scholes Model with the following assumptions:

On September 5, 2014, the Company entered into a one-year convertible debenture for $52,500 with an accredited institutional investor. The debenture is convertible at 53% of the lowest trading price in the 20 trading days prior to the conversion.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.39%

~~The Company~~At ~~identified~~March ~~embedded~~31, ~~derivatives~~2016, ~~related to~~ the Convertible Promissory Notes entered into in September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company ~~record~~adjusted the recorded fair value of the ~~derivatives~~derivative asliability ~~of the inception date of the Convertible Promissory Note and~~ to ~~adjust the~~market ~~fair~~resulting ~~value~~in ~~as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note~~non-cash, ~~the~~non-operating ~~Company determined~~loss ~~a fair value~~ of $~~578~~5,~~343~~728 offor the ~~embedded~~three ~~derivative. The~~months ~~fair~~ended ~~value~~March of31, ~~the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:~~ 2016.

Dividend yield:	0	%
Volatility	166	%
Risk free rate:	0.10	%

Note issued on January 22, 2015:

~~The initial~~On ~~fair~~January ~~values~~22, of2015, the ~~embedded~~Company ~~debt~~entered ~~derivative~~into ~~of $578,343 was allocated as~~ a ~~debt~~twelve-month ~~discount~~convertible updebenture tofor ~~the~~$75,000 ~~proceeds~~with ofan ~~the~~accredited ~~note ($52,500)~~institutional ~~with~~investor. The ~~the~~debenture ~~remainder~~is ~~($525,843)~~convertible ~~charged~~at to55% ~~operations~~of asthe ~~derivative~~lowest ~~liability~~trading ~~adjustment~~price ~~during~~in the ~~year~~20 ~~ended~~trading ~~December 31,~~days ~~2014~~prior to conversion.

~~During~~ The Company identified embedded derivatives related to the ~~year~~Convertible ~~ended~~Promissory ~~December~~Notes ~~31,~~entered ~~2014,~~into in January 2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company ~~amortized $17,500~~record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to ~~current~~adjust ~~period~~the ~~operations~~fair value as ~~amortization~~of each subsequent balance sheet date. At the inception of ~~beneficial conversion~~the ~~feature~~Convertible Promissory Note, the Company determined a fair value of $210,982 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

During the nine months ended September 30, 2015, the Company amortized $35,000 to current period operations as amortization of beneficial conversion feature.

Dividend yield:			0%
Volatility			335%
Risk free rate:			0.17%

The initial fair ~~value~~values of the ~~described~~ embedded debt derivative of $73210,~~499~~982 atwas ~~September~~allocated ~~30,~~as ~~2015~~a ~~was~~debt ~~determined~~discount ~~using~~up to the ~~Black-Scholes~~proceeds ~~Model~~ of the note ($75,000) with the ~~following~~remainder ~~assumptions:~~($135,982) charged to operations as derivative liability adjustment during the year ended December 31, 2015.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001	%

During the year ended December 31, 2015, the Company amortized $75,000 to current period operations as amortization of beneficial conversion feature.

~~At September~~The ~~30, 2015, the Company adjusted the recorded~~ fair value of the ~~derivative~~described ~~liability~~embedded toderivative ~~market~~of ~~resulting~~$112,444 inat ~~non-cash~~March 31, ~~non-operating~~ ~~gain~~2016 ofwas ~~$16,678~~determined ~~for~~using the ~~nine~~Black-Scholes ~~months~~Model ~~ended~~with ~~September~~the ~~30,~~following ~~2015.~~assumptions:

Note issued on September 11, 2014, fully converted:

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.021%

~~On September~~At 11March 31, ~~2014~~2016, the Company ~~entered~~adjusted ~~into~~the arecorded ~~nine-month~~fair ~~convertible~~value ~~debenture~~of ~~for~~the ~~$56,250~~derivative ~~with~~liability anto ~~accredited~~market ~~institutional~~resulting ~~investor. The~~in ~~debenture~~non-cash, isnon-operating ~~convertible~~gain ~~at 55%~~ of ~~the~~$97,475 ~~average~~for of the ~~two~~three ~~lowest~~months ~~trading~~ended ~~price~~March in31, ~~the 25 trading days prior to conversion~~2016.

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in September 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note ~~and~~issued toon ~~adjust the~~February ~~fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note~~9, ~~the Company determined a fair value of $300,489 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions~~2015:

Dividend yield:	0	%
Volatility	240	%
Risk free rate:	0.11	%

On February 9, 2015, the Company entered into a twelve-month convertible debenture for $108,000 with an accredited institutional investor. The debenture is convertible at 60% of the lowest trading price in the 20 trading days prior to conversion.

The initial fair values of the embedded debt derivative of $300,489 was allocated as a debt discount up to the proceeds of the note ($56,250) with the remainder ($244,239) charged to operations as derivative liability adjustment during the year ended December 31, 2014.F-14

FThe Company identified embedded derivatives related to the Convertible Promissory Notes entered into in February 2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $181,521 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-13Scholes Model based on the following assumptions:

Table of Contents

Dividend yield:			0%
Volatility			336%
Risk free rate:			0.11%

~~During~~ The initial fair values of the ~~year~~embedded ~~ended~~debt ~~December~~derivative ~~31,~~of ~~2014~~$181,521 was allocated as a debt discount up to the ~~Company~~proceeds ~~amortized~~ of the note ($25108,000) towith ~~current~~the ~~period~~remainder ($73,521) charged to operations as ~~amortization~~derivative ofliability ~~beneficial conversion~~adjustment ~~feature~~during the year ended December 31, 2015.

During the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2015, the Company amortized ~~the remaining~~ $3199,~~250~~000 to ~~the~~ current period operations as amortization of beneficial conversion feature ~~upon full conversion of the debenture~~.

~~At September~~The ~~30,~~fair ~~2015,~~value ~~due to full conversion~~ of the ~~debenture,~~described ~~the~~embedded ~~Company~~derivative ~~adjusted the recorded fair value~~ of ~~the derivative liability to~~ $0249,990 ~~resulting~~at inMarch ~~non-cash~~31, ~~non-operating~~2016 was ~~gain~~determined ofusing ~~$84,645 for~~ the ~~nine~~Black-Scholes ~~months~~Model ~~ended~~with ~~September~~the ~~30,~~following ~~2015.~~assumptions:

Note issued on October 24, 2014:

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21%

~~On October~~At 24March 31, ~~2014~~2016, the Company ~~entered~~adjusted ~~into~~the arecorded ~~twelve-month~~fair ~~convertible~~value ~~debenture for $55,000 with an accredited institutional investor. The debenture is convertible at 60%~~ of the ~~lowest~~derivative ~~closing~~liability ~~price in the 20 trading days prior~~ to ~~conversion.~~market ~~The~~resulting ~~note~~in ~~was~~non-cash, ~~issued with~~non-operating anloss ~~original issue discount~~ of $5138,~~000~~216 ~~which~~for ~~was~~the ~~recorded~~three asmonths ~~part~~ended ofMarch ~~deferred~~31, ~~financing cost and amortized over the term of the note~~2016.

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note ~~and~~issued toon ~~adjust the~~February ~~fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note~~10, ~~the Company determined a fair value of $162,550 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions~~2015:

Dividend yield:	0	%
Volatility	260	%
Risk free rate:	0.11	%

On February 10, 2015, the Company entered into a twenty-four-month convertible debenture for $22,000 with an accredited institutional investor. The debenture is convertible at 60% of the lowest trading price in the 25 trading days prior to conversion.

The ~~initial~~ ~~fair~~Company ~~values~~identified ofembedded derivatives related to the Convertible Promissory Notes entered into in February 2015. These embedded ~~debt~~derivatives ~~derivative~~included certain conversion features. The accounting treatment of ~~$162,550~~derivative ~~was~~financial ~~allocated~~instruments requires that the Company record the fair value of the derivatives as aof ~~debt~~the ~~discount~~inception update of the Convertible Promissory Note and to adjust the ~~proceeds~~fair value as of each subsequent balance sheet date. At the ~~note ($55,000)~~inception ~~with~~of the ~~remainder~~Convertible (Promissory Note, the Company determined a fair value of $~~107~~41,~~550)~~170 ~~charged~~of tothe ~~operations~~embedded asderivative. The fair value of the embedded derivative ~~liability~~was ~~adjustment~~determined ~~during~~using the ~~year~~Black-Scholes ~~ended~~Model ~~December 31,~~based ~~2014.~~on the following assumptions:

During the year ended December 31, 2014, the Company amortized $13,750 to current period operations as amortization of beneficial conversion feature.

Dividend yield:			0%
Volatility			336%
Risk free rate:			0.11%

~~During~~ The initial fair values of the ~~nine~~embedded ~~months~~debt ~~ended~~derivative ~~September~~of 30$41,170 ~~2015,~~was allocated as a debt discount up to the ~~Company~~proceeds ~~amortized~~of the note ($4122,~~250~~000) towith ~~current~~the ~~period~~remainder ($19,170) charged to operations as ~~amortization~~derivative ofliability ~~beneficial conversion~~adjustment ~~feature~~during the year ended December 31, 2015.

~~The fair~~During ~~value of~~ the ~~described~~year ~~embedded~~ended ~~derivative~~December of31, ~~$50~~2015,~~792~~ atthe ~~September~~Company 30amortized $22,000 ~~2015~~to ~~was~~current ~~determined~~period ~~using~~operations ~~the~~as ~~Black-Scholes~~amortization ~~Model with~~of ~~the~~beneficial ~~following~~conversion ~~assumptions:~~feature.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001	%

The fair value of the described embedded derivative of $65,466 at March 31, 2016 was determined using the Black-Scholes Model with the following assumptions:

At September 30, 2015, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $34,423 for nine months ended September 30, 2015.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.59%

~~Note issued on October 27, 2014 – Long Term:~~F-15

~~On October~~At 27March 31, ~~2014~~2016, the Company ~~entered~~adjusted ~~into~~the arecorded ~~two-year~~fair ~~convertible~~value ~~debenture for $33,000 with an accredited institutional investor. The debenture is convertible at lesser~~ of ~~(a) $0.15 or (b) 60% of~~ the ~~lowest~~derivative ~~trading~~liability ~~price in the 25 trading days prior~~ to ~~conversion. The~~market ~~note~~resulting ~~was~~in ~~issued~~non-cash, ~~with~~non-operating anloss ~~original issue discount~~ of $316,~~000~~544 ~~which~~for ~~was~~the ~~recorded~~three asmonths ~~part~~ended ofMarch ~~deferred~~31, ~~financing cost and amortized over the term of the note~~2016.

~~F-14~~Note issued on February 19, 2015:

~~Table~~On February 19, 2015, the Company entered into a twelve-month convertible debenture for $35,000 with an accredited institutional investor. The debenture is convertible at 50% of ~~Contents~~the lowest trading price in the 20 trading days prior to conversion.

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in ~~October~~February ~~2014~~2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $~~100~~53,~~870~~829 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

Dividend yield:	0%	%
Volatility	~~260~~336%	%
Risk free rate:	0.4111%	%

The initial fair values of the embedded debt derivative of $~~100~~53,~~870~~829 was allocated as a debt discount up to the proceeds of the note ($3335,000) with the remainder ($6718,~~870~~829) charged to operations as derivative liability adjustment during the year ended December 31, ~~2014~~2015.

During the year ended December 31, ~~2014~~2015, the Company amortized $432,~~125~~083 to current period operations as amortization of beneficial conversion feature.

~~During~~ The fair value of the ~~nine~~described ~~months~~embedded ~~ended~~derivative ~~September~~of 30$122,571 ~~2015,~~at ~~the~~March ~~Company~~31, ~~amortized~~2016 ~~$12,375~~was todetermined ~~current~~using ~~period~~the ~~operations~~Black-Scholes asModel ~~amortization~~with ofthe ~~beneficial conversion~~following ~~feature.~~assumptions:

The fair value of the described embedded derivative of $53,565 at September 30, 2015 was determined using the Black-Scholes Model with the following assumptions:

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21%

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.33	%

At March 31, 2016, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating loss of $63,572 for the three months ended March 31, 2016.

~~At September~~Note ~~30,~~issued ~~2015,~~on ~~the~~February ~~Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash~~25, ~~non-operating~~ ~~gain of $4,182 for the nine months ended September 30,~~ 2015.:

~~Note issued~~On onFebruary ~~October~~25, 292015, ~~2014:~~the Company entered into a two-year convertible debenture for $33,333 with an accredited institutional investor. The debenture is convertible at the lower of (a) $0.10 per share; or (b) 60% of the lowest trading price in the 25 trading days prior to conversion.

~~On October~~The ~~29,~~Company ~~2014,~~identified embedded derivatives related to the ~~Company~~Convertible Promissory Notes entered into ain ~~twelve-month~~February ~~convertible~~2015. These ~~debenture~~embedded ~~for~~derivatives ~~$55,000~~included ~~with~~certain anconversion ~~accredited institutional investor~~features. The ~~debenture~~accounting istreatment ~~convertible~~of atderivative ~~lesser~~financial ofinstruments ~~(a)~~requires ~~$0.10~~that orthe ~~(b)~~Company ~~60%~~record the fair value of the ~~lowest~~derivatives ~~trading~~as ~~price~~of inthe inception date of the 25Convertible ~~trading~~Promissory ~~days~~Note ~~prior~~and to ~~conversion~~adjust the fair value as of each subsequent balance sheet date. ~~The~~ At ~~note~~the ~~was~~inception ~~issued~~of ~~with~~the anConvertible ~~original~~Promissory ~~issue~~Note, ~~discount~~the Company determined a fair value of $561,~~000~~358 ~~which~~of ~~was~~the ~~recorded~~embedded asderivative. The ~~part~~fair value of ~~deferred~~the ~~financing~~embedded ~~cost~~derivative ~~and~~was ~~amortized over~~determined using the ~~term~~Black-Scholes ofModel based on the ~~note.~~following assumptions:

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in October 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $142,870 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

Dividend yield:			0%
Volatility			340%
Risk free rate:			0.11%

Dividend yield:	0	%
Volatility	260	%
Risk free rate:	0.11	%

F-16

The initial fair values of the embedded debt derivative of $~~142~~61,~~870~~358 was allocated as a debt discount up to the proceeds of the note ($5533,~~000~~333) with the remainder ($8728,~~870~~025) charged to operations as derivative liability adjustment during the year ended December 31, ~~2014~~2015.

During the year ended December 31, ~~2014~~2015, the Company amortized $1315,~~750~~278 to current period operations as amortization of beneficial conversion feature.

~~During~~ The fair value of the ~~nine~~described ~~months~~embedded ~~ended~~derivative ~~September~~of 30$99,761 ~~2015,~~at ~~the~~March ~~Company~~31, ~~amortized~~2016 ~~$41,250~~was todetermined ~~current~~using ~~period~~the ~~operations~~Black-Scholes asModel ~~amortization~~with ofthe ~~beneficial conversion~~following ~~feature.~~assumptions:

F-15

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.59%

~~Table~~At March 31, 2016, the Company adjusted the recorded fair value of ~~Contents~~the derivative liability to market resulting in non-cash, non-operating gain of $25,285 for the nine months ended March 31, 2016.

~~The fair~~Note ~~value~~issued ofon ~~the~~March ~~described embedded derivative of $52~~13,~~221~~ ~~at September 30,~~ 2015 ~~was determined using the Black-Scholes Model with the following assumptions~~:

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001	%

On March 5, 2015, the Company entered into an eight-month convertible debenture for $52,500 with an accredited institutional investor. The debenture is convertible at 53% of the lowest trading price in the 20 trading days prior to the conversion.

~~At September~~The ~~30,~~Company identified embedded derivatives related to the Convertible Promissory Notes entered into in March 2015,. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company ~~adjusted~~record the ~~recorded~~ fair value of the ~~derivative~~derivatives ~~liability~~as of the inception date of the Convertible Promissory Note and to ~~market~~adjust ~~resulting~~the infair ~~non-cash~~value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, ~~non-operating~~ ~~gain~~the Company determined a fair value of $3373,~~270~~432 ~~for~~of the ~~nine~~embedded ~~months~~derivative. The ~~ended~~fair ~~September~~value ~~30,~~of ~~2015.~~the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

Note issued on November 12, 2014:

Dividend yield:			0%
Volatility			343%
Risk free rate:			0.11%

~~On November~~The ~~12,~~initial ~~2014,~~fair ~~the~~values ~~Company~~of ~~entered~~the ~~into~~embedded adebt ~~twelve-month~~derivative ~~convertible~~of ~~debenture for~~ $7573,~~000~~432 ~~and~~was aallocated ~~5-year~~as ~~warrant~~a todebt ~~purchase an~~discount ~~aggregate~~up ofto ~~1,587,302~~the ~~shares~~proceeds ~~with an accredited institutional investor. The debenture is convertible at 50%~~ of the ~~lowest trading~~note ~~price~~($52,500) inwith the remainder ($20,932) ~~trading~~charged ~~days prior~~ to ~~conversion.~~operations ~~The~~as ~~warrant~~derivative isliability ~~exercisable~~adjustment atduring ~~$0.24~~the ~~per~~year ~~share~~ended ~~subject~~December to31, ~~adjustments~~2015.

~~In accordance~~During ~~with ASC 470-20,~~ the ~~Company~~year ~~recognized~~ended anDecember ~~embedded~~31, ~~beneficial~~2015, ~~conversion feature in~~ the ~~notes. The~~ Company ~~allocated a~~amortized $52,500 ~~portion of the proceeds equal~~ to ~~the~~current ~~intrinsic~~period ~~value~~operations ofas ~~that~~amortization ~~feature to additional paid-in capital. The Company recognized and measured an aggregate~~ of ~~nil of the proceeds, which is equal to the intrinsic value of the embedded~~ beneficial conversion feature. The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in November 2014. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $324,627 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:

Dividend yield:	0	%
Volatility	261-275	%
Risk free rate:	0.14	%

The fair value of the described embedded derivative of $155,806 at March 31, 2016 was determined using the Black-Scholes Model with the following assumptions:

The initial fair values of the embedded debt derivative of $324,627 was allocated as a debt discount up to the proceeds of the note ($75,000) with the remainder ($249,627) charged to operations as derivative liability adjustment during the year ended December 31, 2014.

Dividend yield:			0%
Volatility			269%
Risk free rate:			0.21%

~~During the~~At ~~year~~March ~~ended December~~ 31, ~~2014~~2016, the Company ~~amortized $4,795~~adjusted the recorded fair value of the derivative liability to ~~current~~market ~~period~~resulting ~~operations~~in asnon-cash, ~~amortization~~non-operating loss of ~~beneficial conversion~~$85,383 ~~feature~~for the three months ended March 31, 2016.

~~During the nine months ended September 30, 2015, the Company amortized $56,250 to current period operations as amortization of beneficial conversion feature.~~F-17

~~The fair value of the described embedded derivative of $101,204 at September 30, 2015 was determined using the Black-Scholes Model with the following assumptions:~~7.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001-1.37	%

Fair Value of Financial Instruments

~~At September~~ASC ~~30,~~825-10 ~~2015,~~defines fair value as the ~~Company~~price ~~adjusted~~that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, ofthe Company considers the ~~derivative~~principal ~~liability~~or tomost advantageous market ~~resulting~~ in ~~non-cash~~which it would transact and considers assumptions that market participants would use when pricing the asset or liability, ~~non~~ such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-~~operating~~10 ~~gain~~establishes a fair value hierarchy that requires an entity to maximize the use of ~~$94,135~~observable ~~for~~inputs and minimize the ~~nine~~use ~~months~~of ~~ended~~unobservable ~~September~~inputs ~~30,~~when ~~2015~~measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

~~Note issued~~Level on1 ~~December~~- ~~16,~~Quoted ~~2014~~prices –in ~~Long~~active ~~Term:~~markets for identical assets or liabilities.

~~On December~~Level ~~16,~~2 ~~2014,~~- ~~the~~Observable ~~Company~~inputs ~~entered~~other ~~into~~than aLevel ~~two-year~~1 ~~convertible~~prices ~~debenture~~such as quoted prices for ~~$39,772~~similar ~~with~~assets anor ~~accredited~~liabilities; ~~institutional~~quoted ~~investor. The~~prices ~~debenture~~in ismarkets ~~convertible~~with atinsufficient ~~60%~~volume ofor ~~the~~infrequent ~~lowest~~transactions ~~trading~~(less ~~price~~active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the 25full ~~trading~~term ~~days~~of ~~prior~~the toassets ~~conversion~~or liabilities.

FLevel 3 -16 Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~Table~~To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of ~~Contents~~fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement.

~~The Company~~Items ~~identified~~recorded ~~embedded~~or ~~derivatives~~measured ~~related~~at tofair ~~the~~value ~~Convertible~~on ~~Promissory~~a ~~Notes~~recurring ~~entered~~basis ~~into~~ in ~~December~~the ~~2014. These embedded derivatives included certain conversion features.~~accompanying ~~The~~unaudited ~~accounting~~condensed ~~treatment~~consolidated ~~of derivative~~ financial ~~instruments~~statements ~~requires that~~consisted ~~the Company record the fair value~~ of the ~~derivatives~~following asitems ~~of the inception date of the Convertible Promissory Note and to adjust the fair value~~ as of ~~each~~March ~~subsequent balance sheet date. At the inception of the Convertible Promissory Note~~31, ~~the Company determined a fair value of $85,288 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions~~2016:

Dividend yield:		0	%
		Fair Value Measurements at March 31, 2016u using:
Volatility		275	%
	March 31, 2016	Quoted Prices in ActiveMarkets for IdenticalAssets(Level 1)		Significant Other Observable Inputs(Level 2)	SignificantUnobservable Inputs(Level 3)
Risk free rate:		0.58	%
Liabilities:
Derivative Liabilities	$ 1,899,803	-		-	$ 1,899,803

The ~~initial~~ ~~fair~~debt ~~values~~derivative liabilities ofare ~~the~~measured ~~embedded~~at ~~debt~~fair ~~derivative~~value ofusing ~~$85,288~~quoted ~~was~~market ~~allocated~~prices asand aestimated ~~debt~~volatility ~~discount~~factors upbased toon ~~the~~historical ~~proceeds~~prices offor the ~~note ($39,722)~~Company’s ~~with~~common ~~the~~stock ~~remainder~~and ~~($45,566)~~are ~~charged~~classified towithin ~~operations~~Level as3 ~~derivative~~of ~~liability adjustment during~~ the ~~year~~valuation ~~ended December 31, 2014~~hierarchy.

~~During the~~The ~~year~~following ~~ended~~table ~~December~~provides ~~31,~~a ~~2014,~~summary of changes in fair value of the Company’s ~~amortized $1,655~~Level to3 ~~current~~financial ~~period~~liabilities ~~operations~~ as ~~amortization~~ of ~~beneficial conversion~~March ~~feature.~~31, 2016:

During the nine months ended September 30, 2015, the Company amortized $14,895 to current period operations as amortization of beneficial conversion feature.

	Derivative Liability
Balance, December 31, 2015	$	1,046,635
Additions		-
Change in fair value of derivative liabilities		853,168
Balance, March 31, 2016	$	1,899,803

~~The fair value of the described embedded derivative of $64,323 at September 30, 2015 was determined using the Black~~F-~~Scholes Model with the following assumptions:~~18

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.33	%

~~At September~~Related ~~30,~~Party ~~2015, the Company adjusted the recorded fair value of the derivative liability to market resulting in non-cash, non-operating gain of $5,665 for the nine months ended September 30, 2015.~~Transactions

~~Note issued~~During onthe ~~January~~three 22months ended March 31, 2016 and 2015:, the Company received $0 and $22,967, respectively, in cash loans, and made cash payments on these amounts owing totaling $0 and $0 during the same periods.

~~On January~~As 22of March 31, ~~2015~~2016, ~~the~~and ~~Company~~December ~~entered~~31, ~~into~~2015, athe ~~twelve-month~~Company ~~convertible~~owed ~~debenture for~~ $7526,~~000~~456 ~~with~~to anits ~~accredited institutional investor~~President. The ~~debenture~~amounts isowing ~~convertible~~are atunsecured, ~~55%~~non-interest ofbearing ~~the~~and ~~lowest~~due ~~trading~~on ~~price in the 20 trading days prior to conversion~~demand.

~~The Company~~As ~~identified embedded derivatives related to the Convertible Promissory Notes entered into in January 2015. These embedded derivatives included certain conversion features. The accounting treatment~~ of ~~derivative~~March ~~financial~~31, ~~instruments~~2016, ~~requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note~~ and toDecember ~~adjust the~~31, ~~fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note~~2015, the Company ~~determined~~ aowes ~~fair~~its ~~value~~president of $~~210~~270,~~982~~000 ofand ~~the~~$240,000, ~~embedded~~respectively, ~~derivative. The fair value~~ of ~~the~~accrued ~~embedded derivative was determined using the Black-Scholes Model based on the following assumptions:~~ compensation.

Dividend yield:	0	%
Volatility	335	%
Risk free rate:	0.41	%

As of March 31, 2016, and December 31, 2015, the Company owes $243,480 and $214,000, respectively to Kaufman & Associates (holding more than 5% shares of the Company) in connection with a consulting agreement.

~~The initial~~On ~~fair~~December ~~values~~9, of2015, the ~~embedded~~Company ~~debt~~issued ~~derivative~~a total of ~~$210~~2,~~982~~000,000 ~~was~~Series ~~allocated~~D asConvertible aPreferred ~~debt~~shares ~~discount up to the proceeds of the note~~ (~~$75~~1,000~~) with the remainder ($135~~,~~982~~000 each) ~~charged to operations~~ as ~~derivative~~compensation ~~liability~~to ~~adjustment~~its ~~during~~CEO ~~the~~and ~~nine~~Kaufman ~~months~~& ~~ended September~~Associates ~~30,~~a ~~2015~~consultant.

~~During the nine months ended September 30, 2015, the Company amortized the $56,250 to the current period operations as amortization of beneficial conversion feature~~9.

~~F-17~~Stockholders’ Deficit

~~Table~~a) ~~of Contents~~

~~The fair value of the described embedded derivative of $97,161 at September 30, 2015 was determined using the Black-Scholes Model with the following assumptions:~~Authorized

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001	%

Authorized capital stock consists of:

~~At September~~· 30900, ~~2015~~000,000 ~~the~~common ~~Company~~shares ~~adjusted~~with ~~the~~a ~~recorded~~par ~~fair~~ value of ~~the derivative liability to market resulting in non-cash, non-operating gain of~~ $~~113,821~~0.001 ~~for~~per ~~the~~share; ~~nine months ended September 30, 2015.~~and

~~Note issued~~· on100,000,000 ~~January~~preferred ~~29,~~shares ~~2015:~~with a par value of $0.001 per share;

On January 29, 2015, the Company entered into a nine-month convertible debenture for $28,000 with an accredited institutional investor. The debenture is convertible at 58% of the average of the three lowest trading prices in the 10 trading days prior to conversion.o

The ~~Company~~ identified embedded derivatives related to the Convertible Promissory Notes entered into in January 2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company ~~record~~has ~~the~~designated ~~fair~~12,000,000 ~~value~~shares ~~of the derivatives~~ as ofSeries ~~the~~A ~~inception date of the~~ Convertible ~~Promissory~~Preferred ~~Note~~Series ~~and to adjust the fair value as of each subsequent balance sheet date~~Stock. At ~~the~~Each ~~inception~~share of ~~the~~Series ~~Convertible~~A ~~Promissory~~Preferred ~~Note,~~Stock ~~the~~is ~~Company determined~~convertible ainto ~~fair~~fifty ~~value~~(50) ofshares ~~$46,247~~ of ~~the~~Common ~~embedded derivative~~Stock. ~~The~~ ~~fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:~~

Dividend yield:	0	%
Volatility	336	%
Risk free rate:	0.11	%

The ~~initial~~ ~~fair~~Company ~~values~~has ofdesignated ~~the embedded debt derivative of $46~~70,~~247~~000,000 ~~was~~shares ~~allocated~~ as aSeries ~~debt~~B ~~discount~~Convertible upPreferred toSeries ~~the~~Stock. Each ~~proceeds~~share of ~~the~~Series ~~note ($28,000)~~B ~~with~~Preferred ~~the~~Stock ~~remainder~~is ~~($18,247)~~convertible ~~charged~~into toone ~~operations~~(1) asshare ~~derivative~~of ~~liability~~Common ~~adjustment during the nine months ended September 30, 2015~~Stock.

~~During the nine months ended September 30, 2015, the Company amortized the $27,999 to the current period operations as amortization of beneficial conversion feature.~~o

The ~~fair~~ ~~value~~Company ofhas ~~the~~designated ~~described~~10,000,000 ~~embedded~~shares ~~derivative~~as Series C Convertible Preferred Series Stock. Each share of ~~$23,754~~Series atC ~~September~~Preferred ~~30,~~Stock ~~2015~~is ~~was~~convertible ~~determined~~into ~~using~~$1.00 of Common Shares at the ~~Black-Scholes~~market ~~Model with~~price on the ~~following~~date ~~assumptions:~~of conversion.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001	%

~~At September~~The ~~30,~~Company ~~2015~~has designated 4,000,000 ~~the~~shares ~~Company~~as ~~adjusted~~Series ~~the~~D ~~recorded~~Convertible ~~fair~~Preferred ~~value~~Series Stock. Each share of ~~the~~Series ~~derivative~~D ~~liability~~Preferred toStock ~~market~~is ~~resulting~~convertible ininto ~~non-cash, non-operating~~ten ~~gain~~(10) shares of ~~$22,493~~Common ~~for~~Stock. ~~the~~See ~~nine~~additional ~~months~~description ~~ended~~and ~~September~~preferences ~~30,~~under ~~2015~~“Series D Preferred Stock” below.

~~Note issued~~Increase onin ~~February~~authorized ~~9, 2015:~~shares

On ~~February~~ 9January 24, ~~2015~~2014, the Company ~~entered~~filed ~~into~~ a ~~twelve-month~~Certificate ~~convertible~~of ~~debenture~~Amendment ~~for~~to ~~$108,000~~the Company’s Articles of Incorporation (the “Certificate of Amendment”) with anthe ~~accredited~~Nevada ~~institutional investor~~Secretary of State. The ~~debenture~~Certificate isof ~~convertible~~Amendment atamends ~~60%~~Article III of the ~~lowest~~Company’s ~~trading~~Articles ~~price~~of Incorporation to authorize the issuance of up to one hundred million (100,000,000) shares of Preferred Stock, par value $0.001 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the 20Company’s ~~trading~~Board ~~days~~of ~~prior~~Directors from time to ~~conversion~~time. As a result of the Certificate of Amendment, we now have one billion (1,000,000,000) authorized shares, par value $0.001 per share, consisting of two classes designated as “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock that we have authority to issue is nine hundred million (900,000,000) shares and the total number of shares of Preferred Stock that we have authority to issue is one hundred million (100,000,000) shares. The Company’s Board of Directors and a majority of our shareholders approved the Certificate of Amendment.

The Company identified embedded derivatives related to the Convertible Promissory Notes entered into in February 2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $181,521 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: F19

~~F-18~~Series B Convertible Preferred Stock

~~Table~~On January 24, 2014, pursuant to Article III of ~~Contents~~our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series B Preferred Stock, consisting of up to seventy million (70,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series B Preferred Stock will participate on an equal basis per-share with holders of our common stock and Series A Preferred Stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series B Preferred Stock are entitled to convert each share of Series B Preferred Stock into one (1) share of common stock. Holders of Series B Preferred Stock are also entitled to vote together with the holders of our common stock and Series A Preferred Stock on all matters submitted to shareholders at a rate of one (1) vote for each share held.

Dividend yield:	0	%
Volatility	336	%
Risk free rate:	0.11	%

The rights of the holders of Series B Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 24, 2014.

~~The initial~~Series ~~fair~~C ~~values~~Convertible ofPreferred ~~the~~Stock embedded debt derivative of $181,521 was allocated as a debt discount up to the proceeds of the note ($108,000) with the remainder ($73,521) charged to operations as derivative liability adjustment during the nine months ended September 30, 2015.

~~During~~ On January 24, 2014, pursuant to Article III of our Articles of Incorporation, the ~~nine~~Company’s ~~months~~Board ~~ended~~of ~~September~~Directors 30voted to designate a class of preferred stock entitled Series C Preferred Stock, ~~2015~~consisting of up to ten million (10,000,000) shares, par value $0.001. Under the ~~Company~~Certificate ~~amortized~~of Designation, holders of Series C Preferred Stock will be entitled to receive the Stated Value per share ($721.00) in any distribution upon winding up,~~000~~ dissolution, or liquidation. Holders of Series C Preferred Stock are entitled to convert such number of shares of Common Stock equal to the ~~current~~quotient ~~period~~of ~~operations~~the asStated ~~amortization~~Value per share divided by the closing price of ~~beneficial~~ our common stock on the day of conversion. ~~feature~~Holders of Series C Preferred Stock are also entitled to vote together with the holders of our common stock, Series A Preferred Stock and Series B Preferred Stock on all matters submitted to shareholders at a rate of one (1) vote for each share held.

The ~~fair~~ ~~value~~rights of the ~~described~~holders ~~embedded~~of ~~derivative~~Series ofC ~~$141,415~~Preferred atStock ~~September~~are ~~30,~~defined ~~2015~~in ~~was~~the ~~determined~~relevant ~~using~~Certificate ~~the~~of ~~Black-Scholes~~Designation ~~Model~~ filed with the ~~following~~Nevada ~~assumptions:~~Secretary of State on January 24, 2014.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.08	%

Series D Convertible Preferred Stock

~~At September~~On 30December 2, 2015, pursuant to Article III of our Articles of Incorporation, the Company’s ~~adjusted~~Board ~~the~~of ~~recorded~~Directors ~~fair~~voted ~~value~~to designate a class of ~~the~~preferred ~~derivative~~stock ~~liability~~entitled Series D Preferred Stock, consisting of up to ~~market~~four ~~resulting~~million in(4,000,000) ~~non-cash~~shares, ~~non-operating~~ ~~gain~~par value $0.001. Under the Certificate of Designation, holders of Series D Preferred Stock will be entitled to receive the value at which they were issued ($400.003 per share) in any distribution upon winding up,~~106~~ ~~for~~dissolution, or liquidation. Holders of Series D Preferred Stock are entitled to convert such number of shares to Common Stock equal to the ~~nine~~number ~~months~~of ~~ended~~Series ~~September~~D 30Preferred Stock held multiplied by ten (10). Holders of Series D Preferred Stock are also entitled to vote together with the holders of our common stock, ~~2015~~Series A Preferred Stock and Series B Preferred Stock on all matters submitted to shareholders at a rate of twenty-five thousand (25,000) votes for each share held.

~~Note issued~~The onrights ~~February~~of ~~10,~~the ~~2015~~holders –of ~~Long~~Series ~~Term:~~D Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on December 2, 2015.

~~On February~~b) 10, 2015, the Company entered into a twenty-four-month convertible debenture for $22,000 with an accredited institutional investor. The debenture is convertible at 60% of the lowest trading price in the 25 trading days prior to conversion.

~~The Company~~Share identified embedded derivatives related to the Convertible Promissory Notes entered into in February 2015. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. At the inception of the Convertible Promissory Note, the Company determined a fair value of $41,170 of the embedded derivative. The fair value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions: Issuances

Dividend yield:	0	%
Volatility	336	%
Risk free rate:	0.11	%

2016:

~~The initial~~On ~~fair~~February ~~values~~9, of2016, the ~~embedded~~Company ~~debt~~issued ~~derivative~~4,500,000 common shares upon conversion of $417,~~170~~020 ~~was~~of ~~allocated~~accounts aspayable ain ~~debt~~connection ~~discount~~with upa tosettlement ~~the~~under ~~proceeds of~~ the ~~note~~ Section 3(~~$22,000~~a)10 ~~with~~of the ~~remainder~~Rules ~~($19,170)~~of ~~charged~~the toSEC. The ~~operations~~shares aswere ~~derivative~~issued ~~liability~~at ~~adjustment~~a ~~during~~price ~~the~~of ~~nine~~$0.0156 ~~months~~per ~~ended September 30, 2015~~share.

~~During the~~On ~~nine~~February ~~months ended September 30~~12, ~~2015~~2016, the Company ~~amortized~~issued ~~the~~5,000,000 common shares upon conversion of $106,~~083~~750 toof ~~the~~convertible ~~current~~debt. The ~~period~~shares ~~operations~~were asissued ~~amortization~~at a price of ~~beneficial~~ ~~conversion~~$0.00135 ~~feature~~per share.

~~The fair~~On ~~value~~February of16, 2016, the ~~described~~Company ~~embedded~~issued ~~derivative~~5,454,545 common shares upon conversion of $377,~~011~~500 atof ~~September~~convertible ~~30,~~debt. The ~~2015~~shares ~~was~~were ~~determined~~issued ~~using~~at ~~the~~a ~~Black-Scholes~~price ~~Model with~~of ~~the~~$0.00132 ~~following~~per ~~assumptions:~~share.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.33	%

F-20

~~At September~~On 30February 16, ~~2015~~2016, the Company ~~adjusted~~issued ~~the~~2,027,396 ~~recorded~~common ~~fair~~shares ~~value~~upon conversion of ~~the~~$2,686 ~~derivative~~of ~~liability~~convertible todebt ~~market~~and ~~resulting~~accrued ininterest. The ~~non-cash, non-operating~~shares ~~gain~~were ofissued ~~$4,159~~at ~~for~~a ~~the~~price ~~nine~~of ~~months~~$0.00132 ~~ended~~per ~~September 30, 2015~~share.

~~F-19~~On February 17, 2016, the Company issued 10,226,900 common shares upon conversion of $8,949 of convertible debt. The shares were issued at a price of $0.00088 per share.

~~Table~~On February 18, 2016, the Company issued 5,952,381 common shares upon conversion of ~~Contents~~$5,000 of convertible debt. The shares were issued at a price of $0.00084 per share.

~~Note~~ On February 22, 2016, the Company issued on18,552,879 ~~February~~common 19shares upon conversion of $10,000 ~~2015:~~of convertible debt. The shares were issued at a price of $0.00054 per share.

On February 1922, ~~2015~~2016, the Company ~~entered~~issued ~~into~~11,904,762 acommon ~~twelve-month~~shares ~~convertible~~upon ~~debenture~~conversion ~~for~~of $355,000 ~~with~~of anconvertible ~~accredited institutional investor~~debt. The ~~debenture~~shares iswere ~~convertible~~issued at ~~50%~~a ~~of the lowest trading~~ price inof ~~the~~$0.00042 20per ~~trading days prior to conversion~~share.

~~The Company~~On ~~identified embedded derivatives related to the Convertible Promissory Notes entered into in~~ February ~~2015. These embedded~~22, ~~derivatives~~2016, ~~included certain conversion features. The accounting treatment of derivative financial instruments requires that~~ the Company ~~record~~issued ~~the~~9,904,429 ~~fair~~common ~~value~~shares ofupon ~~the~~conversion ~~derivatives as~~ of ~~the~~$4,160 ~~inception date~~ of ~~the~~convertible ~~Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date~~debt. At The ~~the~~shares ~~inception~~were ofissued ~~the~~at ~~Convertible Promissory Note, the Company determined~~ a ~~fair~~price ~~value~~ of $~~53,829 of the embedded derivative~~0. ~~The~~00042 ~~fair~~per ~~value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:~~ share.

Dividend yield:	0	%
Volatility	336	%
Risk free rate:	0.11	%

On February 23, 2016, the Company issued 7,500,000 common shares upon conversion of $2,625 of convertible debt. The shares were issued at a price of $0.00035 per share.

~~The initial~~On ~~fair~~February ~~values~~24, of2016, the ~~embedded~~Company ~~debt~~issued ~~derivative of $53~~21,~~829~~636,364 ~~was~~common ~~allocated~~shares asupon aconversion ~~debt discount up to the proceeds~~ of ~~the note (~~$355,~~000)~~950 ~~with~~of ~~the~~convertible ~~remainder~~debt. The ~~($18,829)~~shares ~~charged~~were toissued ~~operations~~at asa ~~derivative~~price ~~liability~~of ~~adjustment~~$0.000275 ~~during~~per ~~the nine months ended September 30, 2015~~share.

~~During the~~On ~~nine~~February ~~months ended September 30~~25, ~~2015~~2016, the Company ~~amortized~~issued ~~the~~9,901,698 common shares upon conversion of $232,~~333~~099 toof ~~the~~convertible ~~current~~debt ~~period~~and ~~operations~~accrued asinterest. The ~~amortization~~shares were issued at a price of ~~beneficial~~ ~~conversion~~$0.00021 ~~feature~~per share.

~~The fair~~On ~~value~~February of26, 2016, the ~~described~~Company ~~embedded~~issued ~~derivative~~10,226,909 common shares upon conversion of $~~57,479~~818 atof ~~September~~convertible ~~30,~~debt. The ~~2015~~shares ~~was~~were ~~determined~~issued ~~using~~at ~~the~~a ~~Black-Scholes~~price ~~Model with~~of ~~the~~$0.00008 ~~following~~per ~~assumptions:~~share.

Dividend yield:	0	%
Volatility	282	%
Risk free rate:	0.08	%

On February 29, 2016, the Company issued 23,787,879 common shares upon conversion of $3,925 of convertible debt. The shares were issued at a price of $0.00016 per share.

~~At September~~On 30February 29, ~~2015~~2016, the Company ~~adjusted~~issued ~~the~~7,500,000 ~~recorded~~common ~~fair~~shares ~~value~~upon conversion of ~~the~~$1,125 ~~derivative~~of ~~liability~~convertible todebt. The ~~market~~shares ~~resulting~~were inissued ~~non-cash, non-operating~~at ~~loss~~a price of $~~3,650~~0.00015 ~~for~~per ~~the nine months ended September 30, 2015~~share.

~~Note~~ On March 1, 2016, the Company issued on9,904,429 ~~February~~common 25shares upon conversion of $1,189 ~~2015~~of –convertible ~~Long~~debt. The ~~Term:~~shares were issued at a price of $0.00012 per share.

On ~~February~~ 25March 2, ~~2015~~2016, the Company ~~entered~~issued ~~into~~23,852,814 acommon ~~two-year~~shares ~~convertible~~upon ~~debenture~~conversion ~~for~~of $332,~~333~~755 ~~with~~of anconvertible ~~accredited institutional investor~~debt. The ~~debenture~~shares iswere ~~convertible~~issued at ~~the~~a ~~lower~~price of ~~(a)~~ $0.1000012 per share~~; or (b) 60% of the lowest trading price in the 25 trading days prior to conversion~~.

~~The Company~~On ~~identified~~March ~~embedded~~7, ~~derivatives~~2016, ~~related to~~ the ~~Convertible~~Company ~~Promissory~~issued ~~Notes~~21,715,522 ~~entered~~common ~~into~~shares inupon ~~February 2015. These embedded derivatives included certain~~ conversion ~~features. The accounting treatment~~ of ~~derivative~~$1,194 ~~financial instruments requires that the Company record the fair value~~ of ~~the~~convertible ~~derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date~~debt. At The ~~the~~shares ~~inception~~were ofissued ~~the~~at ~~Convertible Promissory Note, the Company determined~~ a ~~fair~~price ~~value~~ of $~~61,358 of the embedded derivative~~0. ~~The~~00005 ~~fair~~per ~~value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:~~ share.

Dividend yield:	0	%
Volatility	340	%
Risk free rate:	0.11	%

On March 7, 2016, the Company issued 2,102,660 common shares upon conversion of $116 of convertible debt. The shares were issued at a price of $0.00005 per share.

~~The initial~~On ~~fair~~March ~~values~~7, of2016, the ~~embedded~~Company ~~debt~~issued ~~derivative of $61~~23,~~358~~818,182 ~~was~~common ~~allocated~~shares asupon aconversion ~~debt discount up to the proceeds~~ of ~~the note (~~$331,~~333)~~310 ~~with~~of ~~the~~convertible ~~remainder~~debt. The ~~($28,025)~~shares ~~charged~~were toissued ~~operations~~at asa ~~derivative~~price ~~liability~~of ~~adjustment~~$0.000055 ~~during~~per ~~the nine months ended September 30, 2015~~share.

~~During the~~On ~~nine~~March ~~months ended September 30~~8, ~~2015~~2016, the Company ~~amortized~~issued ~~$11~~9,~~112~~725,791 tocommon ~~current~~shares ~~period~~upon ~~operations~~conversion asof ~~amortization~~$195 of ~~beneficial conversion~~convertible ~~feature~~debt. The shares were issued at a price of $0.00002 per share.

~~F-20~~On March 10, 2016, the Company issued 9,904,429 common shares upon conversion of $594 of convertible debt. The shares were issued at a price of $0.00006 per share.

~~Table~~On March 10, 2016, the Company issued 23,818,182 common shares upon conversion of ~~Contents~~$1,310 of convertible debt. The shares were issued at a price of $0.000055 per share.

~~The fair value of the described embedded derivative of $56,299 at September 30, 2015 was determined using the Black~~F-~~Scholes Model with the following assumptions:~~21

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.33	%

On March 11, 2016, the Company issued 9,725,000 common shares upon conversion of $195 of convertible debt. The shares were issued at a price of $0.00002 per share.

~~At September~~On 30March 15, ~~2015~~2016, the Company ~~adjusted~~issued ~~the~~9,904,429 ~~recorded~~common ~~fair~~shares ~~value~~upon conversion of ~~the~~$594 ~~derivative~~of ~~liability~~convertible todebt. The ~~market~~shares ~~resulting~~were inissued ~~non-cash, non-operating~~at ~~gain~~a price of $~~5,059~~0.00006 ~~for~~per ~~the nine months ended September 30, 2015.~~share

~~Note~~ On March 16, 2016, the Company issued on23,818,182 ~~March~~common 13shares upon conversion of $1,310 ~~2015:~~of convertible debt. The shares were issued at a price of $0.00005 per share.

On March 517, ~~2015~~2016, the Company ~~entered~~issued ~~into~~16,318,490 ancommon ~~eight-month~~shares ~~convertible~~upon ~~debenture~~conversion ~~for~~of $~~52,500~~865 ~~with~~of anconvertible ~~accredited~~debt ~~institutional~~and ~~investor~~accrued interest. The ~~debenture~~shares iswere ~~convertible~~issued at ~~53%~~a ~~of the lowest trading~~ price inof ~~the~~$0.00005 20per ~~trading days prior to the conversion~~share.

~~The Company~~On ~~identified embedded derivatives related to the Convertible Promissory Notes entered into in~~ March ~~2015. These embedded~~18, ~~derivatives~~2016, ~~included certain conversion features. The accounting treatment of derivative financial instruments requires that~~ the Company ~~record~~issued ~~the~~9,904,429 ~~fair~~common ~~value~~shares ofupon ~~the~~conversion ~~derivatives as~~ of ~~the~~$594 ~~inception date~~ of ~~the~~convertible ~~Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date~~debt. At The ~~the~~shares ~~inception~~were ofissued ~~the~~at ~~Convertible Promissory Note, the Company determined~~ a ~~fair~~price ~~value~~ of $~~73,432 of the embedded derivative~~0. ~~The~~00006 ~~fair~~per ~~value of the embedded derivative was determined using the Black-Scholes Model based on the following assumptions:~~ share

Dividend yield:	0	%
Volatility	343	%
Risk free rate:	0.11	%

On March 23, 2016, the Company issued 20,500,000 common shares upon conversion of $12,300 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.0006 per share.

~~The initial~~On ~~fair~~March ~~values~~23, of2016, the ~~embedded~~Company ~~debt~~issued ~~derivative of $73~~9,~~432~~904,429 ~~was~~common ~~allocated~~shares asupon aconversion ~~debt discount up to the proceeds~~ of ~~the note (~~$~~52,500)~~594 ~~with~~of ~~the~~convertible ~~remainder~~debt. The ~~($20,932)~~shares ~~charged~~were toissued ~~operations~~at asa ~~derivative~~price ~~liability~~of ~~adjustment~~$0.00006 ~~during~~per ~~the nine months ended September 30, 2015.~~share

~~During the nine months ended September 30,~~ 2015~~, the Company amortized $30,625 to current period operations as amortization of beneficial conversion feature.~~:

~~The fair~~On ~~value~~January of12, 2015, the ~~described~~Company ~~embedded~~issued ~~derivative~~3,600,000 common shares upon conversion of $6469,~~625~~336 atof ~~September~~accounts ~~30,~~payable ~~2015~~in ~~was~~connection ~~determined~~with ~~using~~a settlement under the ~~Black-Scholes~~Section ~~Model with~~3(a)10 of the ~~following~~Rules ~~assumptions:~~of the SEC. The shares were issued at a price of $0.01926 per share.

Dividend yield:	0	%
Volatility	280	%
Risk free rate:	0.0001	%

On February 4, 2015, the Company issued 3,000,000 common shares upon conversion of $54,000 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.018 per share.

~~At September~~On 30February 9, 2015, the Company ~~adjusted~~issued ~~the~~2,000,000 ~~recorded~~common ~~fair~~shares ~~value~~upon conversion of ~~the~~$36,210 ~~derivative~~of ~~liability~~convertible todebt. The ~~market~~shares ~~resulting~~were inissued ~~non-cash, non-operating~~at ~~gain~~a price of $~~8,807~~0.01806 ~~for~~per ~~the nine months ended September 30, 2015~~share.

7On February 17, 2015, the Company issued 1,428,571 common shares upon conversion of $25,000 of convertible debt. The ~~Fair~~shares ~~Value~~were issued at a price of ~~Financial~~$0.0175 ~~Instruments~~per share.

~~ASC 825-10~~On ~~defines~~February ~~fair~~20, value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value2015, the Company ~~considers~~issued ~~the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability~~3, ~~such as inherent risk~~500,000 ~~transfer~~common ~~restrictions,~~shares ~~and~~upon ~~risk~~conversion of ~~nonperformance.~~$56,910 ~~ASC~~of ~~825-10~~accounts ~~establishes~~payable ain ~~fair~~connection ~~value~~with ~~hierarchy~~a ~~that~~settlement ~~requires~~under ~~an entity to maximize~~ the ~~use~~Section 3(a)10 of ~~observable inputs and minimize~~ the ~~use~~Rules of ~~unobservable~~the ~~inputs~~SEC. The ~~when~~shares ~~measuring~~were ~~fair~~issued ~~value.~~at ~~ASC~~a ~~825-10~~price ~~establishes three levels~~ of ~~inputs~~$0.01626 ~~that~~per ~~may be used to measure fair value:~~ share.

~~F-21~~On February 23, 2015, the Company issued 1,481,481 common shares upon conversion of $20,000 of convertible debt. The shares were issued at a price of $0.0135 per share.

~~Table~~On February 24, 2015, the Company issued 1,750,000 common shares upon conversion of ~~Contents~~$17,850 of convertible debt. The shares were issued at a price of $0.0102 per share.

~~Level~~On 1February -25, ~~Quoted prices~~2015, inthe ~~active~~Company ~~markets~~issued ~~for~~2,500,000 ~~identical~~common ~~assets~~shares orupon ~~liabilities~~conversion of $32,500 of convertible debt. The shares were issued at a price of $0.013 per share.

~~Level 2~~On -February ~~Observable~~25, ~~inputs~~2015, ~~other~~the ~~than~~Company ~~Level~~issued 12,686,667 ~~prices~~common ~~such~~shares asupon ~~quoted~~conversion ~~prices~~of ~~for~~$22,837 ~~similar~~of ~~assets~~convertible ordebt ~~liabilities;~~and ~~quoted~~accrued ~~prices~~interest. The inshares ~~markets with~~were ~~insufficient~~issued ~~volume~~at ora ~~infrequent~~price transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of ~~the~~$0.0085 ~~assets~~per ~~or liabilities~~share.

~~Level 3~~On -February ~~Unobservable~~26, ~~inputs~~2015, to the ~~valuation~~Company ~~methodology~~issued ~~that~~1,518,333 ~~are~~common ~~significant~~shares toupon ~~the~~conversion ~~measurement~~of $18,220 of ~~fair~~convertible ~~value~~debt and accrued interest. The shares were issued at a price of ~~assets~~$0.012 orper ~~liabilities~~share.

~~To the~~On ~~extent~~March ~~that~~5, ~~valuation~~2015, isthe ~~based~~Company onissued ~~models~~1,800,000 orcommon ~~inputs~~shares ~~that~~upon ~~are~~conversion ~~less~~of ~~observable or unobservable in the market~~$13,500 ~~the determination~~ of ~~fair~~convertible ~~value requires more judgment~~debt. The Inshares ~~certain~~were ~~cases,~~issued ~~the~~at ~~inputs~~a ~~used~~price ~~to measure fair value may fall into different levels~~ of ~~the~~ ~~fair value hierarchy~~$0.0075 Inper such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurementshare.

~~Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of September 30, 2015:~~F-22

			Fair Value Measurements at September 30, 2015 using:
	September 30, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities:
Derivative Liabilities	$	873,348		—		—	$	873,348

On March 10, 2015, the Company issued 4,500,000 common shares upon conversion of $31,860 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00708 per share.

~~The debt~~On ~~derivative liabilities~~March ~~are~~12, ~~measured~~2015, atthe ~~fair~~Company ~~value~~issued ~~using~~3,424,658 ~~quoted~~common ~~market~~shares ~~prices~~upon ~~and~~conversion ~~estimated~~of ~~volatility~~$25,000 ~~factors~~of ~~based on~~convertible ~~historical~~debt. The ~~prices~~shares ~~for~~were ~~the~~issued ~~Company’s~~at ~~common~~a ~~stock~~price ~~and are classified within Level 3~~ of ~~the~~$0.0073 ~~valuation~~per ~~hierarchy~~share.

~~The following~~On ~~table~~March ~~provides~~12, a2015, ~~summary~~the ofCompany ~~changes~~issued in3,653,013 ~~fair~~common ~~value~~shares upon conversion of ~~the~~$25,863 ~~Company’s~~of ~~Level~~convertible 3debt. The ~~financial~~shares ~~liabilities~~were asissued at a price of ~~September 30,~~$0.00708 ~~2015:~~per share.

		Derivative Liability
Balance, December 31, 2014	$	1,018,782
Additions		668,537
Change in fair value of derivative liabilities		(813,971	)
Balance, September 30, 2015	$	873,348

On March 12, 2015, the Company issued 4,955,500 common shares upon conversion of $33,797 of convertible debt and accrued interest. The shares were issued at a price of $0.00682 per share.

8On March 12, 2015, the Company issued 1,736,111 common shares upon conversion of $12,500 of convertible debt. The ~~Related~~shares ~~Party~~were ~~Transactions~~issued at a price of $0.0072 per share.

~~During the~~On ~~nine~~March ~~months ended September 30~~16, 2015 ~~and 2014~~, the Company ~~received~~issued ~~$22~~1,~~967~~000,000 ~~and~~common ~~$0,~~shares ~~respectively,~~upon inconversion ~~cash~~of ~~loans~~$6,700 of convertible debt and ~~made cash~~accrued ~~payments~~interest. The onshares ~~these~~were ~~amounts~~issued ~~owing~~at ~~totaling~~a $0price ~~and~~of $0.0067 ~~during~~per ~~the same periods~~share.

~~As of~~On ~~September~~March 3018, 2015, ~~and~~the ~~December~~Company ~~31,~~issued ~~2014~~5,000,000 ~~the~~common ~~Company~~shares ~~owed~~upon conversion of $2621,~~456~~600 ~~and~~of $accounts payable in connection with a settlement under the Section 3~~,489,~~(a)10 toof ~~its~~the ~~President.~~Rules of the SEC. The ~~amounts~~shares ~~owing~~were ~~are~~issued ~~unsecured, non-interest~~at ~~bearing~~a ~~and~~price ~~due~~of on$0.00432 ~~demand~~per share.

~~As of~~On ~~September~~March 3026, 2015, ~~and~~the ~~December~~Company ~~31,~~issued ~~2014~~5,697,909 ~~the~~common ~~Company~~shares ~~owes~~upon ~~$210,000~~conversion ~~and~~of $~~120~~19,~~000,~~886 ~~respectively~~of toconvertible ~~Kaufman~~debt &and ~~Associates (holding~~accrued ~~more~~interest. The ~~than 5%~~ shares ofwere ~~the~~issued ~~Company)~~at ina ~~connection~~price ~~with~~of a$0.00349 ~~consulting~~per ~~agreement~~share.

~~F-22~~On March 30, 2015, the Company issued 2,106,545 common shares upon conversion of $4,880 of convertible debt and accrued interest. The shares were issued at a price of $0.00231 per share.

~~Table~~On March 31, 2015, the Company issued 6,600,000 common shares upon conversion of ~~Contents~~$15,048 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00228 per share.

9On April 15, 2015, the Company issued 6,000,000 common shares upon conversion of $14,400 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The ~~Stockholders’~~shares ~~Deficit~~were issued at a price of $0.0024 per share.

~~Where applicable~~On May 4, ~~all~~2015, ~~common~~the ~~share~~Company ~~numbers~~issued ~~have~~7,400,000 ~~been~~common ~~restated~~shares toupon ~~retroactively~~conversion ~~reflect~~of $29,748 of accounts payable in connection with a settlement under the 1:Section 3(a)10 ~~reverse~~of ~~split~~the ~~affected~~Rules byof the ~~Company on~~SEC. The ~~January~~shares 8,were ~~2014~~issued at a price of $0.00402 per share.

On June 2, 2015, the Company issued 5,118,865 common shares upon conversion of $30,713 of accounts payable in connection with a settlement under the Section 3(a) ~~Authorized~~10 of the Rules of the SEC. The shares were issued at a price of $0.006 per share.

~~Authorized capital~~On ~~stock~~June ~~consists~~17, 2015, the Company issued 5,000,000 common shares upon conversion of: $39,900 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00798 per share.

~~· 900~~On August 5, 2015, the Company issued 8,000,000 common shares upon conversion of $26,880 of accounts payable in connection with a ~~par~~settlement ~~value~~under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.~~001~~00336 per share~~; and~~.

~~· 100~~On August 25, 2015, the Company issued 7,000,000 ~~preferred~~common shares upon conversion of $21,000 of accounts payable in connection with a ~~par~~settlement ~~value~~under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.~~001~~003 per share;.

~~o The Company has designated 12,000,000 shares as Series A Convertible Preferred Series Stock. Each share of Series A Preferred Stock is convertible into fifty (50) shares of Common Stock.~~F-23

oOn ~~The~~September ~~Company~~28, ~~has~~2015, ~~designated~~the 70Company issued 5,~~000~~482,~~000~~288 common shares asupon ~~Series~~conversion Bof ~~Convertible~~$10,855 ~~Preferred~~of ~~Series~~accounts ~~Stock.~~payable ~~Each~~in ~~share~~connection with a settlement under the Section 3(a)10 of ~~Series~~the BRules ~~Preferred~~of ~~Stock~~the isSEC. The ~~convertible~~shares ~~into~~were ~~one~~issued ~~(1)~~at ~~share~~a price of ~~Common~~$0.00198 ~~Stock~~per share.

oOn ~~The~~September 30, 2015 the Company ~~has~~recorded ~~designated~~additional 10$24,~~000,000~~718 ~~shares~~ as ~~Series~~value Cof ~~Convertible~~shares ~~Preferred~~sold ~~Series~~in ~~Stock.~~payment ~~Each~~of ~~share~~debt ofin ~~Series~~excess Cof ~~Preferred~~value ~~Stock~~in isconnection ~~convertible~~with ~~into~~the ~~$1.00~~August ofand ~~Common~~September ~~Shares~~2015 atsettlements under the ~~market~~Section ~~price~~3(a)10 onof the ~~date~~Rules of ~~conversion~~the SEC.

~~Increase~~ On November 12, 2015, the Company issued 9,000,000 common shares upon conversion of $17,280 of accounts payable in ~~authorized~~connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00192 per share.

On ~~January 24~~December 9, ~~2014~~2015, the Company ~~filed~~issued a Certificate of Amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) with the Nevada Secretary of State. The Certificate of Amendment amends Article III of the Company’s Articles of Incorporation to authorize the issuance of up to one hundred million (1002,000,000) ~~shares~~Series ofD Convertible Preferred ~~Stock,~~shares ~~par value $0.001 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions~~ as ~~shall~~compensation ~~be fixed by the Company’s Board of Directors from time~~ to ~~time.~~its AsCEO ~~a result of the Certificate of Amendment, we now have one billion (1,000,000,000) authorized shares, par value $0.001 per share, consisting of two classes designated as “Common Stock”~~ and ~~“Preferred~~a ~~Stock~~consultant.” The ~~total number of~~ shares ofwere ~~Common~~issued ~~Stock~~at ~~that~~a weprice ~~have authority to issue is nine hundred million (900,000,000) shares and the total number~~ of ~~shares of Preferred Stock that we have authority to issue is one hundred million (100,000,000) shares~~$0.003 ~~The~~per ~~Company’s~~common ~~Board~~share ofinto ~~Directors~~which ~~and~~they aare ~~majority of our shareholders approved the Certificate of Amendment~~convertible.

~~Series B~~On ~~Convertible~~December ~~Preferred~~29, ~~Stock~~2015, the Company issued 7,500,000 common shares upon conversion of $18,000 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.0024 per share.

On ~~January 24,~~December ~~2014~~31, ~~pursuant~~2015 ~~to Article III of our Articles of Incorporation,~~ the Company’s ~~Board~~recorded ofadditional ~~Directors voted to designate a class of preferred stock entitled Series B Preferred Stock~~$21,056 ~~consisting~~as ~~of up to seventy million (70,000,000) shares, par~~ value ~~$0.001.~~ ~~Under the Certificate~~ of ~~Designation,~~shares ~~holders~~sold ofin ~~Series~~payment ~~B Preferred Stock will participate on an equal basis per-share with holders~~ of ~~our~~debt ~~common stock and Series A Preferred Stock~~ in ~~any~~excess ~~distribution upon winding up, dissolution, or liquidation. Holders~~ of ~~Series~~value Bin ~~Preferred~~connection ~~Stock~~with ~~are~~the ~~entitled~~November toand ~~convert~~December ~~each~~2015 ~~share~~settlements ofunder ~~Series~~the BSection ~~Preferred Stock into one~~ 3(1a)10 ~~share~~ of ~~common stock.~~the ~~Holders~~Rules of ~~Series B Preferred Stock are also entitled to vote together with~~ the ~~holders of our common stock and Series A Preferred Stock on all matters submitted to shareholders at a rate of one (1) vote for each share held~~SEC.

~~The~~As ~~rights~~ of ~~the~~March ~~holders~~31, of2016, ~~Series~~and BDecember ~~Preferred~~31, ~~Stock~~2015, ~~are~~there ~~defined~~were in577,478,654 ~~the~~and ~~relevant~~198,485,547 ~~Certificate~~shares of ~~Designation~~common ~~filed~~stock ~~with~~issued ~~the~~and ~~Nevada Secretary of State on January 24~~outstanding, ~~2014~~respectively.

~~Series C Convertible Preferred Stock~~10.

OnCommitments January 24, 2014, pursuant to Article III of our Articles of Incorporation, the Company’s Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to ten million (10,000,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will be entitled to receive the Stated Value per share ($1.00) in any distribution upon winding up, dissolution, or liquidation. Holders of Series C Preferred Stock are entitled to convert such number of shares of Common Stock equal to the quotient of the Stated Value per share divided by the closing price of our common stock on the day of conversion. Holders of Series C Preferred Stock are also entitled to vote together with the holders of our common stock, Series A Preferred Stock and ~~Series~~Contingencies ~~B Preferred Stock on all matters submitted to shareholders at a rate of one (1) vote for each share held.~~

~~The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on January 24, 2014.~~Litigation

~~F-23~~a)

~~Table~~In April 2014, we were notified that a note holder disputes the balance of ~~Contents~~his note as recorded on the books of our company. The discrepancy arises from a question regarding expenses that the holder claims were paid on behalf of our company and subsequent payments that we recorded as payments against the note. We have no record of the expenses claimed to be due, and we are in negotiations to settle this matter. We have accrued $28,000 to cover the potential expenses and adjustments to accrued interest if the claim is substantiated. We believe it has properly accounted for all payments made to the individual and have provided documentation to him substantiating our position.

b) ~~Share Issuances~~

~~On January~~In ~~28,~~May 2014, ~~six~~the ~~stockholders~~Company ~~exchanged~~received notice that a ~~total~~complaint was filed in District Court, Clark County, NV alleging that the Company and various unnamed defendants are liable to a Mr. Renard Wiggins with regard to commissions and equity purportedly owed Mr. Wiggins, for services allegedly rendered in raising capital on behalf of 65the Company prior to the reverse merger between Alkame Holdings,~~210~~ Inc. (fka Pinacle Enterprises Inc.) and Alkame Water,~~834~~ Inc. in June 2013. After initial review, the Company has filed for a dismissal of the case with the District Court, does not believe there is any validity to the claims of Mr. Wiggins, and intends to vigorously continue defending against these claims. As of December 31, 2015, all but two claims have been dismissed, and the Company is in court mandated settlement talks to determine if the remaining counts can be dismissed or will require further litigation. On November 15, 2016, the Company entered into a stipulated settlement agreement to issue 200,000,000 common shares ~~for~~in 65full and final settlement of this matter and all legal complaints are withdrawn. In June 2018,~~210~~ the Company issued 92,~~834~~780,388 ~~Series~~shares Bof ~~Convertible~~the ~~Preferred Stock~~agreed upon settlement.

~~On January~~The 12Company may, ~~2015~~from time to time, ~~the~~become ~~Company~~involved ~~issued~~in 3various lawsuits and legal proceedings,~~600,000~~ ~~common~~which ~~shares~~arise atin anthe ~~average~~ordinary ~~price~~course of $0business.~~01926~~ ~~per~~However, ~~share~~litigation is subject to inherent uncertainties, and an ~~accredited~~adverse ~~investor group~~result in ~~settlement~~these ofor ~~$69,336~~other ofmatters ~~accounts~~may ~~and~~arise ~~notes~~from ~~payable~~time ~~they~~to ~~had~~time ~~previously~~that ~~acquired~~may ~~from~~harm ~~the~~our ~~various~~business. ~~debt~~The ~~holders~~Company is currently not aware of any such legal proceedings that it believes will have, ~~and~~individually ~~are being~~or ~~converting~~in ~~under~~the aggregate, a ~~court~~material ~~approved~~adverse ~~settlement~~effect ofon aits ~~3(a)10~~business, ~~filing~~financial condition or operating results.

In February 2015, the Company issued 6,500,000 common shares at a price of $0.01706 per share to an accredited investor group in settlement of $110,910 of accounts and notes payable they had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing.Commitments

In ~~February~~ July 2015, the Company ~~issued~~terminated ~~13,365,052~~the ~~common~~employment ~~shares~~agreements atwith anKeith ~~average~~Fuqua ~~price~~and ofTimm $0Ott.~~01291~~ Under ~~per~~the ~~share~~terms ~~upon~~of ~~conversion~~the byagreements, the ~~holders of~~Company ~~$166,970~~will ofcontinue ~~convertible~~to ~~debentures~~make severance payments and ~~$5,557~~provide ofhealth ~~accrued~~insurance ~~interest~~through January 2016.

In March 2015, the Company issued 16,100,000 common shares at a price of $0.00426 per share to an accredited investor group in settlement of $68,508 of accounts and notes payable they had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing.F-24

~~In March 2015, the Company issued 24,373,736 common shares at an average price of $0~~11.~~0108~~ Acquisition ~~per share upon conversion by the holders~~ of ~~$138,113~~Xtreme ~~of convertible debentures and $4~~Technologies,~~013~~ ~~of accrued interest~~Inc.

In On April ~~2015~~21, ~~the~~2014, ~~Company~~we ~~issued~~entered ~~6,000,000~~into ~~common~~a ~~shares~~Stock atPurchase aDefinitive ~~price~~Agreement of(the ~~$0.0024~~“Agreement”) ~~per~~with ~~share~~Xtreme toTechnologies, Inc., an ~~accredited~~Idaho ~~investor~~corporation ~~group~~(“Xtreme”). inPursuant ~~settlement of~~to ~~$14,400~~the terms of ~~accounts~~the ~~and~~Agreement, ~~notes~~we ~~payable~~acquired ~~they~~all ~~had~~of ~~previously~~the ~~acquired~~issued ~~from~~and ~~the~~outstanding ~~various~~capital ~~debt~~stock ~~holders,~~of ~~and~~Xtreme ~~are~~in ~~being~~exchange ~~converting under~~for acertain ~~court~~consideration ~~approved~~as ~~settlement~~set offorth ain ~~3(a)10~~the ~~filing~~Agreement.

~~In May~~On January 16, 2015, the ~~Company~~parties ~~issued~~to ~~7,400,000~~the ~~common~~Agreement ~~shares~~entered atinto ~~a price of $0.0042 per share to~~ an ~~accredited~~amendment ~~investor~~(the ~~group~~“Amendment”) inthat ~~settlement of $29~~changed,~~748~~ ofamong ~~accounts~~other ~~and~~things, ~~notes payable they had previously acquired from~~ the ~~various~~Closing ~~debt~~Date ~~holders, and are being converting under a court approved settlement~~ of athe ~~3(a)10 filing~~transaction.

~~In June~~On April 15, 2015, the ~~Company~~parties ~~issued~~to ~~10,118,865~~the ~~common~~Agreement ~~shares~~entered atinto a ~~price~~second ofamendment ~~$0.00698~~(the ~~per~~“Second ~~share~~Amendment”) tothat anchanged, ~~accredited~~among ~~investor~~other ~~group in settlement of $70~~things,~~613~~ ofthe ~~accounts~~120-day ~~and~~time ~~notes~~period ~~payable~~to ~~they~~pay ~~had~~monetary ~~previously~~consideration ~~acquired~~under ~~from~~ the ~~various~~Agreement ~~debt~~to ~~holders,~~240 ~~and~~days ~~are~~after ~~being~~the ~~converting under~~Closing aDate ~~court approved settlement~~ of athe ~~3(a)10 filing~~transaction.

In ~~August~~ ~~2015,~~accordance with the ~~Company~~terms ~~issued 8,000,000 common shares at a price~~ of ~~$0.00335~~the ~~per share to an accredited investor group in settlement of $26~~Agreement,~~800~~ ofthe ~~accounts~~Amendment and ~~notes~~the ~~payable~~Second ~~they~~Amendment, ~~had~~we ~~previously~~purchased ~~acquired~~all ~~from~~of the ~~various~~outstanding ~~debt holders, and an additional 7,000,000 common~~ shares ~~at a price~~ of ~~$0.003~~Xtreme ~~per~~for ~~share to~~ the ~~same~~purchase ~~accredited~~price ~~investor group in settlement~~ of $212,000,000, ~~of accounts and notes~~ payable ~~they~~as ~~had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing.~~follows:

~~In September~~A ~~2015,~~cash ~~the~~payment ~~Company issued 5,482,288 common shares at a price~~ of $~~0.00198 per share to an accredited investor group in settlement of $10~~50,~~855~~000 ofhas ~~accounts~~been ~~and notes payable they had~~ previously ~~acquired~~paid ~~from~~as ~~the various debt holders, and are being converting under~~ a ~~court~~non-refundable ~~approved settlement of a 3(a)10 filing.~~deposit;

~~As of September 30, 2015 and December 31, 2014, there were 181,985,547 and 74,045,606 shares of common stock issued and outstanding, respectively.~~ ·

~~10.~~The ~~Commitments~~Closing ~~and~~Date ~~Contingencies~~is effective as of January 13, 2015;

~~Litigation~~·

~~In April~~An ~~2014,~~additional wecash ~~were~~payment ~~notified that a note holder disputes the balance~~ of ~~his~~$525,000 ~~note~~shall asbe ~~recorded on the books of our company. The discrepancy arises from a question regarding expenses that the holder claims were~~ paid onwithin ~~behalf~~two ofhundred ~~our company~~ and ~~subsequent payments~~forty ~~that~~(240) wedays ~~recorded as payments against the note. We have no record~~ of the ~~expenses~~Closing ~~claimed~~Date, ~~to be due~~which, ~~and~~along wewith ~~are~~the ininitial ~~negotiations to settle this matter. We have accrued~~ $2850,000 todeposit, ~~cover~~shall ~~the~~pay ~~potential expenses and adjustments to accrued interest if~~ the ~~claim is~~obligations ~~substantiated.~~on WeXtreme’s ~~believe~~balance itsheet; ~~has properly accounted for all payments made to the individual and have provided documentation to him substantiating our position.~~

~~F-24~~·

~~Table~~The balance of ~~Contents~~$1,425,000 shall be payable by the issuance of shares of the Company’s Series B Preferred Stock to be divided pro rata among the Company’s shareholders of record as of the Closing Date. The Series B Preferred Stock shall include an option to convert each share of Series B Preferred Stock into one share of the Company’s Common Stock. The Series B Preferred Stock shall be held in escrow along with the issued and outstanding shares of Xtreme’s capital stock pending the full payment of $525,000. As of the date of this report, the balance of $525,000 has been fully paid to Xtreme; and

Renard Wiggins et al. v. Alkame Holdings, Inc. et al., case number A-14-700799- C, Eighth Judicial District Court, Clark County, Nevada (the "Wiggins Lawsuit"). Renard Wiggins filed a Complaint on May 15, 2014, against the Company and Robert Eakle, asserting claims for breaches of contracts, tortious and contractual breaches of implied covenants of good faith and fair dealing, breaches of fiduciary duties, conversion, and unjust enrichment, and seeking damages in excess of $10,000, as well as declaratory and injunctive relief, in connection with purported stock and royalty agreements from or before June of 2012, between the plaintiff and Alkame Water, Inc.·

~~After successive~~One ~~motions~~of toXtreme’s ~~dismiss,~~previous onofficers ~~February~~and ~~18,~~directors ~~2015,~~holds ~~the~~outstanding ~~Wiggins~~options ~~Lawsuit~~to ~~was~~purchase ~~amended,~~up ~~with~~to ~~the~~1,009,000 ~~addition~~shares of ~~Alkaline~~Xtreme’s ~~Royalty~~common ~~Corp. as~~stock aat ~~co-plaintiff, and~~ the ~~scope~~price of ~~claims~~$0.10 ~~asserted~~per inshare. ~~their~~At ~~Second~~the ~~Amended~~Closing ~~Complaint was narrowed~~Date, ~~with~~pursuant ~~the~~to ~~dismissal~~Idaho oflaw, ~~Robert Eakle~~Xtreme ~~and~~shall ~~leaving~~notify ~~remaining~~this ~~claims~~previous ~~against~~officer ~~the~~and ~~Company~~director ~~for~~of ~~non~~his 30-~~tort~~day ~~breaches~~right ofto ~~contract~~exercise ~~with~~any ~~damages~~or inall ~~excess~~ of ~~$10,000~~his ~~and declaratory~~remaining ~~and~~options. ~~injunctive~~If ~~relief~~he inelects ~~connection~~to ~~with~~exercise ~~the~~any ~~purported~~of ~~stock~~his ~~and~~options ~~royalty~~within ~~agreements.~~such ~~Among~~30-day ~~other things~~period, the ~~plaintiffs request~~Company ~~"declaratory~~agrees ~~judgment that it is entitled~~ to ~~the~~issue additional shares, ~~ownership~~of orSeries ~~equity~~B inPreferred ~~Alkame~~Stock ~~Holdings reflecting the 20% stake~~ in ~~Alkame~~exchange ~~Water~~for hesuch ~~should~~Xtreme ~~have~~shares. Xtreme ~~received~~notified ~~pursuant to~~ the ~~Stock~~option ~~Agreement~~holder and~~/or~~ ~~any proceeds which would have resulted had he received those shares or equity stake in Alkame Water prior to~~ the ~~merger~~30-day ~~with~~period ~~Pinnacle~~expired ~~ass~~unanswered. The ~~promised~~options ~~and~~expired ~~that he is entitled to his royalty payments~~unexercised."

The ~~discovery~~ ~~period~~Amendment ~~was~~also ~~extended~~requires tothat the ~~end~~Company ofguarantee ~~December, with trial scheduled for~~ the ~~end~~obligations ofon ~~February~~employment ~~2016.~~agreements ~~The~~for ~~parties~~Xtreme’s ~~continue to~~key beemployees, ~~engaged~~namely, inKeith ~~settlement discussions that may or may not prove fruitful. Absent an acceptable settlement~~Fuqua, ~~the Company~~Timm ~~intends~~Ott toand ~~vigorously~~Casey ~~defend against the plaintiffs' claims~~Henry. ItThe ~~is too~~employment ~~early~~agreements ~~to evaluate~~ with ~~any certainty the likely outcome of the litigation initiated by the plaintiffs~~Messrs. ~~In February 2016~~Fuqua, ~~the~~Ott ~~Company~~and ~~engaged~~Henry ~~new~~have ~~counsel and~~ the ~~trial~~terms ~~originally~~set ~~scheduled~~forth ~~for~~in ~~February 2016,~~the isfollowing ~~now scheduled for March 2016~~table.

The Company may, from time to time, become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. The Company is currently not aware of any such legal proceedings that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.


Employee	Position	Term	Compensation	Commission	Benefits	Severance
Keith Fuqua	Operations Director	One year	$70,000 annually and annual bonus	5% on gross sales made to Walmart	Benefit plans	6 months’ severance for termination in certain instances; residual commissions for 1 year
Timm Ott	Sales and Marketing Director and Treasurer	One year	$2,700 per month salary and annual bonus	$1.00 per case of product sold	Benefit plans	6 months’ severance for termination in certain instances
Casey Henry	Manufacturing Director	One year	$4,350 per month and annual bonus	$1.00 per case of product sold	Benefit plans	6 months’ severance for termination in certain instances

~~Commitments~~F-25

In ~~July~~ ~~2015~~addition, after the ~~Company~~Closing ~~terminated~~Date, Xtreme’s current officers and directors, namely, Jeffery J. Crandall, John N. Marcheso and Michael J. Bibin, shall continue to serve in that capacity until the ~~employment~~$525,000 ~~agreements~~is paid in full. Our President and CEO, Robert K. Eakle and two (2) additional representatives of our company shall be appointed as directors of Xtreme and shall serve together with ~~Keith~~the ~~Fuqua~~other directors until the $525,000 is paid in full. In addition, Mr. Eakle shall be named as President and ~~Timm~~Chief ~~Ott~~Executive Officer of Xtreme. ~~Under~~Until the ~~terms~~$525,000 is paid in full, the officers and directors of Xtreme shall not make any material change in the ~~agreements~~company’s business and operations without unanimous consent of the directors. If the $525, 000 is not paid in full within two hundred and forty (240) days of the ~~Company~~Closing ~~will~~Date, ~~continue~~as may be extended, then the appointments of Mr. Eakle and the other two representatives as interim officers and directors shall be terminated. Upon payment of $525,000 in full to ~~make~~Xtreme, ~~severance~~all ~~payments~~former officers and ~~provide~~directors ~~health~~of ~~insurance~~Xtreme ~~through~~shall ~~January~~resign ~~2016~~and full control of Xtreme shall be tendered to us. Provided that certain representations are accurate, Jeffery J. Crandall, John N. Marcheso and Michael J. Bibin shall be released by us and Xtreme from any liability as officers and directors of Xtreme for their fiduciary obligations occurring prior to the Closing Date.

11We previously held a three-year limited exclusive distribution agreement with Xtreme for the consumer market. ~~Acquisition~~We were permitted to distribute the technologically enhanced bottled water in the consumer market in the United States, Canada and Mexico. As a result of ~~Xtreme~~the ~~Technologies~~Agreement, ~~Inc~~Amendment, and Second Amendment, Xtreme became our wholly-owned subsidiary and we acquired the patents on the proprietary process that we believe is the most technologically advanced in water treatment systems for complete hydration. We will now assume the operations of Xtreme and continue its business of distributing technologically enhanced bottled water.

~~On January~~Upon ~~13,~~closing ~~2015,~~of the ~~Company~~acquisition, ~~purchased~~we ~~one~~discovered ~~hundred~~that ~~percent~~Xtreme ~~(100%)~~was ofoperating at a loss for the ~~shares~~prior ofyear ~~Xtreme~~and ~~Technologies,~~that ~~Inc~~it required a substantial cash infusion. We ~~The~~have ~~aggregate~~begun ~~purchase price~~a ~~was~~program $2of upgrading the production line,~~050~~ reorganized personnel,~~000,~~ ~~paid~~and asbegan ~~follows:~~an ~~(i)~~effort ~~cash~~to increase sales of ~~$100,000;~~the ~~(ii)~~division ~~1,425,000~~so ~~restricted~~that ~~Preferred~~it ~~Series~~returns Cto ~~stock~~profitability ~~shares~~as ~~valued at~~quickly $1as possible.00 However, ~~per~~as ~~share~~2015 progressed, ~~totaling~~it ~~$1,425,000;~~became ~~(iii)~~obvious anthat ~~unsecured~~changes ~~promissory~~in ~~note~~contracts ofnegotiated ~~$525,000.~~prior ~~This~~to ~~transaction~~our ~~was~~acquisition ~~accounted~~were ~~for~~no ~~under the~~longer ~~purchase~~profitable ~~method~~and inwe ~~accordance~~terminated the agreements with ~~ASC~~ ~~805~~those customers.

~~In connection~~Our ~~with~~primary ~~the~~objective ~~Xtreme~~now ~~Technologies,~~is ~~Inc.~~to ~~acquisition~~introduce, ~~the Company identified and recognized intangible assets of $1~~promote,~~400,000 representing~~ ~~patents,~~aggressively ~~trade~~market ~~names,~~ and ~~customer~~establish ~~relationships.~~channels ~~The assets were being amortized on a straight line basis over their estimated life~~ of ~~seven~~distribution ~~(7)~~to ~~years~~sell ~~for~~our ~~the~~product ~~patents, and three (3) years for the trade names and customer relationships. This resulted in the sum of the future net cash flows discounted~~ to ~~its~~a ~~present~~wide ~~day~~range value. The valuation provided for the patents, trade name, and customer relationships was based on management’s calculations. During the nine months ended September 30, 2015 and 2014, the Company recognized amortization expense of ~~$103~~consumers,~~571~~ ~~and~~first ~~$0, respectively. The Company will recognize amortization expense of $24,107~~ in the ~~remainder~~United ~~of fiscal year ending 2015~~States, ~~$192,857~~Canada ~~in the fiscal year ending 2016, $192,857 in the fiscal year ending 2017, $167,857 in the fiscal year ending 2018,~~ and ~~$142~~Mexico,~~857~~ ~~each year in the fiscal years 2019 through 2024~~ and ~~$71,429~~then ~~in the fiscal year ending 2025~~globally. ~~At September 30, 2015, the Intangible asset balance, net of accumulated amortization and impairment, is $1,077,679.~~

~~F-25~~As of the date of this filing, the Company has closed down this division, and written the asset values off in their entirety.

~~Table~~Series ofC ~~Contents~~Convertible Preferred Stock to be issued:

~~The following~~During ~~table~~the ~~summarizes~~year ended December 31, 2015, the ~~estimated~~Company ~~fair~~committed ~~values~~to ofissue ~~the~~1,425,000 ~~assets~~shares ~~acquired~~of ~~and~~Series ~~liabilities~~C ~~assumed~~Preferred stock valued at ~~the~~$1.00 ~~date~~per share as part of ~~acquisition:~~the Stock Purchase Agreement entered into with Xtreme Technologies, Inc.

ASSETS:
Current assets	$	144,112
Property & equipment		91,431
Intangible assets		1,400,000
Goodwill		658,187
Total	$	2,293,730
LIABILITIES:
Current liabilities	$	243,730
Net purchase price	$	2,050,000

10.

~~In the~~Subsequent ~~third~~Events quarter of 2015, the Company determined that the goodwill and the balance of the unamortized customer list should be written down to zero value. As a result, the Company recorded a total impairment to the intangible assets of $876,937.

~~Purchase Price~~We ~~Allocation~~have evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements, and did not have any material recognizable subsequent events, other than the following:

~~In accordance~~On ~~with~~May ~~ASC 805~~24, ~~Business Combinations~~2016, the Company ~~recorded~~issued ~~the~~28,800,000 ~~assets~~common ~~acquired~~shares ~~and~~upon ~~liabilities~~conversion ~~assumed~~of at$6,912 ~~their respective estimated fair values as~~ of ~~the~~accounts ~~acquisition~~payable ~~date.~~in ~~The~~connection ~~total~~with ~~estimated~~a ~~purchase~~settlement ~~prices~~under ~~were allocated to~~ the ~~assets acquired~~Section ~~and~~3(a)10 ~~liabilities~~of ~~assumed~~the ~~based~~Rules onof ~~their~~the ~~estimated fair values~~SEC. The ~~fair~~shares ~~value~~were ~~allocation~~issued isat ~~preliminary~~a ~~and~~price ~~is subject to change based on evaluations~~ of ~~the~~$0.00024 ~~assets~~per ~~to be performed by the Company~~share.

~~The following unaudited~~On ~~pro~~June ~~forma~~16, ~~consolidated results~~2016, ofthe ~~operations~~Company ~~have~~issued ~~been~~30,250,000 ~~prepared~~common shares upon conversion of $3,630 asof ifaccounts payable in connection with a settlement under the ~~acquisition~~Section ~~had~~3(a)10 ~~occurred as~~of the Rules of ~~January~~the 1,SEC. The ~~2014:~~ shares were issued at a price of $0.00012 per share.

	Nine months ended September 30,
	2015			2014
	(Unaudited)			(Unaudited)
Revenue	$	804,676		$	989,844
Net loss from continuing operations	$	(1,792,303	)	$	(1,658,811	)
Net loss per share from continuing operations	$	(0.01	)	$	(0.02	)
Weighted average number of common stock shares – Basic and diluted		181,985,547			74,045,606

On July 11, 2016, the Company issued 31,750,000 common shares upon conversion of $3,810 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00012 per share.

~~Series C Convertible Preferred Stock to be issued:~~F-26

~~During the~~On ~~nine~~July ~~months ended September 30~~25, ~~2015~~2016, the Company ~~committed~~issued ~~to issue 1~~33,~~425~~300,000 common shares upon conversion of ~~Series~~$3,996 Cof ~~Preferred~~accounts ~~stock~~payable ~~valued~~in ~~at $1.00~~connection ~~per~~with ~~share~~a assettlement ~~part~~under the Section 3(a)10 of ~~Stock~~the ~~Purchase~~Rules ~~Agreement~~of ~~entered~~the ~~into~~SEC. The ~~with~~shares ~~Xtreme~~were ~~Technologies,~~issued ~~Inc~~at a price of $0.00012 per share.

12On September 13, 2016, the Company issued 35,000,000 common shares upon conversion of $4,200 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The ~~Subsequent~~shares ~~Events~~were issued at a price of $0.00012 per share.

~~We have~~On ~~evaluated~~October ~~subsequent~~13, ~~events~~2016, ~~through~~ the ~~date~~Company issued 36,500,000 common shares upon conversion of ~~issuance~~$4,380 of accounts payable in connection with a settlement under the ~~unaudited~~Section ~~condensed~~3(a)10 ~~consolidated~~of ~~financial~~the ~~statements,~~Rules ~~and did~~of ~~not~~the ~~have~~SEC. The ~~any~~shares ~~material~~were ~~recognizable~~issued ~~subsequent~~at ~~events,~~a ~~other~~price ~~than~~of ~~the~~$0.00012 ~~following:~~per share.

~~In November~~On ~~2015~~October 16, 2016, the Company issued 936,~~000~~533,~~000~~396 common shares atupon aconversion ~~price~~ of $~~0.00192 per share to an accredited investor group in settlement of $17~~1,~~280~~936 of ~~accounts~~convertible ~~and notes payable they had previously acquired from the various~~ debt ~~holders,~~ and ~~are~~accrued ~~being converting~~interest. The ~~under~~shares awere ~~court~~issued ~~approved~~at ~~settlement~~a price of a$0.000053 ~~3(a)10~~per ~~filing~~share.

~~F-26~~On October 25, 2016, the Company issued 38,500,000 common shares upon conversion of $4,620 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.000106 per share.

~~Table~~On October 27, 2016, the Company issued 36,687,169 common shares upon conversion of ~~Contents~~$3,889 of convertible debt and accrued interest. The shares were issued at a price of $0.000053 per share.

~~In November~~On ~~2015~~October 28, 2016, the Company ~~designated~~issued ~~a Series D Preferred Stock consisting of four million (4~~42,~~000~~300,000) ~~shares, par value $0.001. The series is convertible into~~ common ~~stock~~shares ofupon ~~the Company at a~~ conversion of ~~ten (10) shares of common stock for every Series D Preferred Stock. In addition~~$7,614 ~~holders~~ of ~~the~~accounts ~~series~~payable ~~can vote~~ in ~~matters~~connection ~~submitted~~with ~~for~~a ~~vote~~settlement byunder the ~~shareholders~~Section ~~at the rate of twenty-five thousand~~ 3(~~25,000~~a)10 ~~votes for each share held. Additional rights~~ of the ~~holders~~Rules of the ~~Series~~SEC. The Dshares ~~Preferred~~were ~~Stock~~issued ~~are defined~~at ina ~~the~~price ~~relevant Certificate~~ of ~~Designation filed with the Nevada Secretary of State on November 25, 2015 and as Exhibit 3~~$0.100018 toper ~~Form 8-K filed on November 30, 2015~~share.

In On November ~~2015~~1, ~~the Company~~2016, ~~retroactively entered into an employment agreement with Robert Eakle our executive officer and director for~~ the ~~year ended December 31, 2015. Simultaneously, the~~ Company ~~retroactively~~issued ~~entered into a consulting agreement with Kaufman & Associates~~46, ~~Inc. Under the terms of the agreements~~200,000 ~~each~~common ~~will~~shares ~~receive~~upon ~~annual~~conversion ~~compensation~~ of $~~120~~8,~~000~~316 ~~and receive 1,000,000 shares~~ of ~~our~~accounts ~~newly~~payable ~~created~~in ~~Series~~connection Dwith ~~Preferred~~a ~~Stock.~~settlement ~~Additional~~under ~~information~~the ~~and~~Section ~~details~~3(a)10 of the ~~agreements~~Rules ~~can~~of ~~be found in~~ the ~~agreements~~ ~~filed as Exhibits 10~~SEC.1 The ~~and~~shares ~~10.2~~were toissued ~~Form~~at ~~8-K~~a ~~filed~~price onof ~~November~~$0.00018 ~~30,~~per ~~2015~~share.

~~In December~~On ~~2015~~November 1, 2016, the Company issued 719,~~500~~827,~~000~~273 common shares atupon aconversion ~~price~~ of $~~0.0024 per share to an accredited investor group in settlement of $18~~2,~~000~~181 of ~~accounts~~convertible ~~and notes payable they had previously acquired from the various~~ debt. The ~~holders,~~shares ~~and~~were ~~are~~issued ~~being~~at ~~converting under~~ a ~~court~~price ~~approved settlement~~ of a$0.00011 ~~3(a)10~~per ~~filing~~share.

~~As previously~~On ~~reported,~~November ~~on January 22~~7, ~~2015~~2016, the Company ~~entered~~issued ~~into~~32,525,312 acommon ~~binding~~shares ~~Memorandum~~upon conversion of ~~Understanding~~$3,903 toof ~~form~~convertible adebt ~~joint~~and ~~venture (the~~accrued ~~“MOU”) with Read Made, Inc~~interest. The ~~purpose~~shares ofwere ~~the~~issued ~~joint~~at ~~venture~~a isprice toof ~~develop~~$0.00012 ~~intellectual~~per ~~property associated with single use disposable baby bottles and market the completed products in the US and international markets~~share.

~~It has~~On ~~been~~November ~~brought~~14, to2016, the Company’s ~~attention~~issued ~~that~~48,500,000 ~~Ready~~common ~~Made~~shares ~~has~~upon ~~signed~~conversion aof ~~new agreement~~$29,100 ~~without~~of ~~any~~accounts ~~formal~~payable ~~termination~~in ~~of the~~connection ~~existing~~with ~~MOU.~~a ~~The~~settlement ~~Company~~under ~~has~~the ~~decided~~Section to3(a)10 ~~announce~~of ~~its~~the ~~formal~~Rules ~~rescission~~of ~~from~~ the ~~MOU,~~SEC. The ~~due~~shares towere ~~the~~issued ~~inability~~at toa ~~come~~price toof ~~mutually agreeable~~$0.0006 ~~terms~~per share.

~~F-27~~On November 18, 2016, the Company issued 50,900,000 common shares upon conversion of $12,216 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00024 per share.

~~Table~~On December 7, 2016, the Company issued 53,500,000 common shares upon conversion of ~~Contents~~$9,630 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.00018 per share.

~~Item 2.~~On ~~Management’s~~January ~~Discussion~~4, ~~and~~2017, ~~Analysis~~the Company issued 56,100,000 common shares upon conversion of ~~Financial~~$28,050 ~~Condition~~of ~~and~~accounts ~~Results~~payable in connection with a settlement under the Section 3(a)10 of ~~Operations~~the Rules of the SEC. The shares were issued at a price of $0.0005 per share.

~~Certain statements,~~On ~~other~~January ~~than purely historical information~~19, ~~including estimates~~2017, ~~projections,~~the ~~statements~~Company ~~relating~~issued ~~to our business plans~~58, ~~objectives~~900,000 ~~and~~common ~~expected~~shares ~~operating results, and the assumptions~~ upon ~~which~~conversion ~~those~~of ~~statements are based~~$70,680 ~~are~~of ~~“forward-looking statements.”~~accounts ~~These~~payable ~~forward-looking~~in ~~statements~~connection ~~generally~~with ~~are~~a ~~identified~~settlement byunder the ~~words~~Section ~~“believes,”~~3(a)10 ~~“project,” “expects,”~~of “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the ~~forward-looking~~Rules ~~statements.~~of ~~Our ability to predict results or~~ the ~~actual effect of future plans or strategies is inherently uncertain~~SEC. The ~~Factors~~shares ~~which~~were ~~could~~issued ~~have a~~at ~~material adverse effect on our operations and future prospects on~~ a ~~consolidated~~price ~~basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability~~ of ~~capital, interest rates, competition, and generally accepted accounting principles~~$0.0012 ~~These~~per ~~risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements~~share.

~~Overview~~On January 25, 2017, the Company issued 121,212,121 common shares upon conversion of $20,000 of convertible debt. The shares were issued at a price of $0.000165 per share.

~~Alkame Holdings, Inc. (the "Company", “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on April 19, 2010.~~ F-27

~~The~~ On January 26, 2017, the Company isissued 61,900,000 common shares upon conversion of $105,230 of accounts payable in connection with a settlement under the ~~business~~Section 3(a)10 of ~~distributing~~the ~~bottled/canned~~Rules ~~alkaline,~~of ~~antioxidant~~the ~~and~~SEC. The ~~oxygenated~~shares ~~water~~were issued at a price of $0.0017 per share.

On ~~June~~ 24January 31, ~~2013~~2017, the Company ~~entered into a share exchange agreement with Alkame Water, Inc. (“Alkame”) and the shareholders of all of the~~ issued ~~and outstanding shares of Alkame. On June 25~~106, ~~2013~~791,056 ~~the~~common ~~Company acquired 100% of the members’~~ shares of ~~Alkame,~~upon aconversion ~~Company incorporated in the state~~ of ~~Nevada on March 1~~$19,222 ~~2012, in exchange for 150,000,000 common shares, comprised~~ of ~~116,666,667~~convertible ~~common~~debt ~~shares privately transacted from the President of Company~~ and ~~the~~accrued ~~issuance~~interest. The ~~of 33,333,333 common~~ shares ~~to shareholders~~were ~~of Alkame. Effectively, Alkame held 71% of the~~ issued ~~and~~at ~~outstanding~~a ~~common~~price ~~shares~~ of ~~the~~$0.00018 ~~Company~~per ~~and the transaction has been accounted for as a reverse merger, where Alkame is deemed to be the acquirer and or the surviving entity for accounting purposes~~share.

~~As part~~On ofFebruary 1, 2017, the ~~acquisition~~Company ~~transaction~~issued 60,000,000 ~~all~~common ~~assets~~shares ~~and~~upon ~~liabilities~~conversion of ~~Alkame Holdings~~$10,800 ~~Inc~~of convertible debt. The atshares ~~the~~were ~~date~~issued ofat ~~acquisition~~a ~~were~~price ~~assumed by~~of ~~the~~$0.000185 ~~former~~per ~~management~~share.

~~The transaction~~On isFebruary ~~accounted~~3, ~~for~~2017, ~~using~~ the ~~purchase~~Company ~~method~~issued of13,949,500 ~~accounting.~~common Asshares aupon ~~result~~conversion of ~~the recapitalization and change in control~~$50, ~~Alkame~~218 isof ~~the~~accounts ~~acquiring~~payable ~~entity~~ in ~~accordance~~connection with ~~ASC~~a ~~805,~~settlement ~~Business~~under ~~Combinations. Accordingly,~~ the ~~historical~~Section ~~financial~~3(a)10 ~~statements are~~of ~~those~~the Rules of ~~Alkame,~~ the ~~accounting~~SEC. The ~~acquirer,~~shares ~~immediately~~were ~~following~~issued ~~the~~at ~~consummation~~a price of ~~the~~$0.0036 ~~reverse~~per ~~merger~~share.

On ~~January~~ 13February 7, ~~2015~~2017, the Company ~~completed~~issued ~~the~~135,000,000 ~~acquisition~~common ofshares ~~Xtreme~~upon ~~Technologies~~conversion of $20,308 ~~Inc~~of convertible debt., The anshares ~~Idaho~~were ~~corporation~~issued at a price of $0.00015 per share.

~~Under the~~On ~~Agreement,~~February ~~Amendment~~7, ~~and Second Amendment~~2017, ~~Xtreme became our wholly-owned subsidiary and we acquired~~ the ~~patents~~Company onissued ~~the~~124,642,333 ~~proprietary process~~common ~~that~~shares weupon ~~believe~~conversion isof ~~the~~$22,436 ~~most~~of ~~technologically~~convertible ~~advanced~~debt inand ~~water~~accrued ~~treatment systems for complete hydration~~interest. The Weshares ~~assumed~~were ~~the operations~~issued ofat ~~Xtreme~~a ~~and~~price ~~continue its business~~ of ~~distributing~~$0.00018 ~~technologically~~per ~~enhanced bottled water~~share.

~~Upon closing~~On ofFebruary ~~the~~9, ~~acquisition~~2017, wethe ~~discovered~~Company ~~that~~issued ~~Xtreme~~135,459,267 ~~was~~common ~~operating~~shares atupon aconversion ~~loss~~of ~~for~~$20,319 ~~the~~of ~~prior~~convertible ~~year~~debt and ~~that~~accrued ~~it required a substantial cash infusion~~interest. The Weshares ~~have~~were ~~begun~~issued at a ~~program~~price of ~~upgrading~~$0.00015 ~~the~~per ~~production line, reorganized personnel, and began an effort to increase sales of the division so that it returns to profitability as quickly as possible~~share.

~~Our primary~~On ~~objective~~February ~~now is to introduce~~10, ~~promote~~2017, ~~aggressively~~the ~~market~~Company ~~and~~issued ~~establish~~45,279,174 ~~channels~~common ofshares ~~distribution~~upon toconversion ~~sell~~of ~~our~~$2,717 ~~product to a wide range~~ of ~~consumers,~~convertible ~~first~~debt. The inshares ~~the~~were ~~United~~issued ~~States,~~at ~~Canada~~a ~~and~~price ~~Mexico,~~of ~~and~~$0.00006 ~~then~~per ~~globally~~share.

~~We believe~~On ~~that~~February ~~holding~~16, ~~the~~2017, ~~patents will enable us to enhance our position in~~ the ~~investment~~Company ~~community~~issued 176,545,455 ~~allow~~common usshares toupon ~~expand~~conversion ~~our reach in the distribution~~ of ~~product~~$29,130 ~~and~~of ~~provide~~convertible usdebt ~~access~~and toaccrued ~~other applications the water treatment technology has available~~interest. The Weshares ~~are exploring~~were ~~other~~issued ~~uses~~at ofa ~~our~~price ~~water so that we can diversify our portfolio~~ of ~~products~~$0.000165 toper ~~include other specialty uses outside of the bottled water and health water markets~~share.

4On February 16, 2017, the Company issued 70,000,000 common shares upon conversion of $7,000 of convertible debt and accrued interest. The shares were issued at a price of $0.0001 per share.

~~Table~~On February 17, 2017, the Company issued 78,306,444 common shares upon conversion of ~~Contents~~$14,095 of convertible debt and accrued interest. The shares were issued at a price of $0.00018 per share.

~~Sales~~On February 17, 2017, the Company issued 164,931,500 common shares upon conversion of $29,688 of convertible debt and ~~Marketing~~accrued interest. The shares were issued at a price of $0.00018 per share.

~~Our~~On ~~patented technology~~February ~~holds~~17, ~~many new and unique possibilities for us~~2017, ~~much~~the ~~more~~Company ~~than~~issued ~~just a bottled water company. Alkame Holdings Inc. is a holding company~~39, ~~and Alkame Water~~206,833 ~~High~~common ~~Country~~shares ~~Shrimp,~~upon ~~and~~conversion ~~Xtreme Technologies are part~~ of ~~a multi-facetted business strategy~~$11, ~~and~~762 weof ~~are~~convertible ~~actively~~debt. The ~~pursuing~~shares ~~many~~were ~~exciting~~issued ~~new~~at ~~fronts~~a ~~and~~price ~~applications~~of to$0.0003 ~~expand~~per ~~upon and provide several separate potential revenue streams for the Company~~share.

~~The~~On ~~Company's wholly-owned~~February ~~subsidiaries~~17, ~~Alkame Water~~2017, ~~Inc., and Xtreme Technologies Inc. market and distribute enhanced waters utilizing an exclusive patented formula and technology to create water with several unique properties which increase~~ the ~~available~~Company ~~oxygen~~issued ~~content and balance pH levels~~86,936,364 ascommon ~~well~~shares asupon ~~provide~~conversion ~~added benefits~~ of ~~enhancement with electrolytes and antioxidants~~$28,689 ~~which~~of ~~equates~~convertible ~~into many~~debt ~~health benefits, such as, but not limited to, improved absorbability, improved metabolic efficiency, a boosted immune system, improved cardio respiratory function,~~ and aaccrued ~~decrease in lactic acid for faster muscle recovery~~interest. The ~~Xtreme~~shares ~~Technologies~~were ~~Inc.~~issued isat ~~pursuing the~~a ~~household~~price ~~pet~~of ~~industries~~$0.00033 ~~Alkame~~per ~~Water is pursuing the human consumable industries~~share.

~~Our~~On ~~organization also~~February has “Kids” in gallon and 4 Liter formats. Alkame Kids utilizes its patented fluoride free electrolyte enhanced oxygenated water treatment technology to create this is revolutionary new product for “Kids” hydration24, ~~which can be consumed like any other electrolyte enhanced water~~2017, ~~mixes~~the ~~well~~Company ~~with~~issued ~~cereal~~240, ~~juices~~000,000 ~~and~~common ~~formula~~shares ~~without~~upon ~~clumping~~conversion ~~or the need for massive amounts~~ of ~~sodium~~$43,200 ~~sugars,~~of ~~and~~convertible ~~flavors~~debt. ~~We call it “~~ The ~~Best~~shares ofwere ~~Both~~issued ~~Worlds”,~~at ~~and~~a ~~electrolyte~~price ~~enhanced water,~~of ~~that~~$0.00018 ~~works~~per ~~like drinking water~~share.

~~Aquaculture is~~On aFebruary ~~sector~~24, ~~we are actively pursuing~~2017, ~~and have formed a division to explore applications into~~ the ~~seafood~~Company ~~production~~issued ~~industries. Testing has been underway in Colorado~~125,000,000 ~~with~~common ~~promising~~shares ~~results~~upon inconversion ~~working~~of ~~with~~$22,500 ~~fresh~~of ~~water~~convertible ~~aquatic species~~debt. The Weshares ~~hope~~were ~~the~~issued ~~formal data~~at ~~and~~a ~~results~~price ~~from use~~ of ~~our~~$0.000318 ~~technology~~per ~~provides a benefit and can be implemented into fish farms globally~~share.

~~Alkame~~On ~~Holdings Inc.~~February ~~and~~28, ~~its~~2017, ~~subsidiaries~~the ~~continue~~Company toissued ~~grow under a “Grass Roots” methodology~~74,586,446 ~~building~~common ashares ~~strong~~upon ~~foundation~~conversion ~~through a~~of ~~slow~~$23,718 ~~and~~of ~~methodical~~convertible ~~organic~~debt. The ~~approach~~shares towere ~~distribution~~issued ~~into~~at ~~retail,~~a asprice ~~well~~of as$0.00018 ~~online~~per ~~and alternative channels~~share.

~~Results~~On ofMarch ~~Operations for~~1, 2017, the ~~three~~Company ~~and~~issued ~~nine~~108,085,525 ~~months~~common ~~ended~~shares ~~September~~upon 30conversion of $40,100 ~~2015~~of convertible debt and ~~2014~~accrued interest. The shares were issued at a price of $0.000371 per share.

~~Operating~~On ~~Revenues~~ March 10, 2017, the Company issued 120,000,000 common shares upon conversion of $28,800 of convertible debt and accrued interest. The shares were issued at a price of $0.00024 per share.

In the three and nine month periods ended September 30, 2015 we generated $199,320 and $800,571, respectively, in revenue, versus $6,665 and $105,676 for the three and nine month periods ended September 30, 2014, from the sales of our water products. The increase is due to two factors: (i) in the first quarter of 2014, the Company was just beginning its sales efforts, so Quarter 1 of 2015 was the first full quarterly comparison; and (ii) we have additional sales from the acquisition of Xtreme Technologies, Inc. which occurred in the first quarter of 2015 (see Footnote 11). We expect that over the coming months, our sales and marketing efforts will result in significantly increasing sales.F-28

~~Cost~~On March 13, 2017, the Company issued 159,978,301 common shares upon conversion of ~~Goods Sold~~$33,915 of convertible debt and accrued interest. The shares were issued at a price of $0.000212 per share.

InOn ~~the~~March ~~three and nine month periods ended September 30~~16, ~~2015~~2017, wethe ~~incurred~~Company ~~$231,596~~issued ~~and $691~~100,~~499~~000,000 ~~respectively,~~common asshares ~~cost~~upon conversion of ~~goods sold versus~~ $3324,~~717~~000 ~~and~~of ~~$129,340~~accrued ~~for the respective periods ended September 30, 2014~~interest. The ~~increase~~shares iswere ~~primarily~~issued ~~due~~at toa ~~the~~price ~~increase in revenue generated by Alkame Water and the addition~~ of ~~Xtreme Technologies in Q1 of 2015~~$0.00024 Weper ~~expect that over the coming months, our cost of goods sold will increase as a result of significantly increasing sales~~share.

~~Gross profit~~On March 22, 2017, the Company issued 131,344,669 common shares upon conversion of $27,845 of convertible debt and accrued interest. The shares were issued at a price of $0.000212 per share.

~~For the~~On ~~three~~March ~~and nine months ended September 30~~23, ~~2015~~2017, ~~our~~the ~~gross~~Company ~~(loss)~~issued ~~profit was ($32~~166,~~276) (16.2% of revenue) and $109~~666,~~072~~667 ~~(13.6% of~~common ~~revenue)~~shares ~~compared~~upon toconversion ~~gross losses~~ of $2744,~~052~~700 ~~(405.9%~~ of ~~revenue)~~accrued ~~and $23,664 (22~~interest.~~4% of revenue) for the three and nine month periods ended September 30, 2014.~~ The ~~increase~~shares inwere ~~gross~~issued ~~profit~~at ~~dollar amount and in gross profit percentage in 2015 from 2014, is~~ a ~~direct~~price ~~result~~ of ~~the acquisition of Xtreme Technologies~~$0.000268 Weper ~~are able to amortize the manufacturing and management overhead of the two companies over a larger sales base, and therefore generate a better gross margin~~share.

5On May 19, 2017, the Company issued 171,500,000 common shares upon conversion of $44,590 of convertible debt and accrued interest. The shares were issued at a price of $0.00026 per share.

~~Table~~On June 2, 2017, the Company issued 57,692,307 common shares upon conversion of ~~Contents~~$15,000 of convertible debt and accrued interest. The shares were issued at a price of $0.00026 per share.

~~Operating Expenses~~On June 5, 2017, the Company issued 171,153,846 common shares upon conversion of $44,500 of convertible debt and accrued interest. The shares were issued at a price of $0.00026 per share.

~~Our~~On ~~operating~~August ~~expenses for~~16, 2017, the ~~three~~Company ~~and~~issued ~~nine~~122,500,000 ~~month~~common ~~periods~~shares ~~ended~~upon ~~September~~conversion 30of $14,700 ~~2015~~of convertible debt and ~~2014~~accrued ~~are~~interest. The ~~outlined~~shares inwere ~~the~~issued ~~table~~at ~~below:~~a price of $0.00026 per share.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2015
Selling expenses	$	128,129	$	242,935	$	571,415	$	642,800
General and administrative		359,412		110,359		899,960		261,129
Depreciation and amortization		26,272		711		110,206		2,133
Impairment of goodwill		658,187		—		658,187		—
Impairment of customer list		218,750		—		218,750		—
Total	$	1,390,750	$	354,005	$	2,458,518	$	906,062

On February 22, 2018, the Company issued 215,000,000 common shares upon conversion of $21,500 of convertible debt and accrued interest. The shares were issued at a price of $0.0001 per share.

~~Operating~~On ~~expenses for~~March ~~the three and nine months ended September 30~~8, ~~2015 was $1~~2018,~~390,750~~ ~~and~~the ~~$2,458,518~~Company ~~respectively,~~issued ~~versus $354~~220,~~005 and $906~~000,~~062 for~~000 ~~the~~common ~~three~~shares ~~and~~upon ~~nine~~conversion ~~months ended 2014 respectively. The increase in operating expense during the three and nine months ended September 30, 2015 versus 2014 is attributed to impairment~~ of ~~intangibles assets of~~ $~~876~~22,~~397~~000 ~~and~~of anconvertible ~~increase~~debt ~~in general~~ and ~~administrative costs~~accrued ~~including~~interest. The ~~professional~~shares ~~fees~~were ~~for~~issued ~~legal,~~at ~~accounting,~~a ~~and~~price ~~audit services required for SEC filing requirements, accrued wages, impairment~~ of ~~intangible~~$0.0001 ~~assets,~~per ~~and other general and administrative costs incurred by the acquisition of Xtreme~~share.

~~Other Income/(Expenses)~~On March 23, 2018, the Company issued 135,000,000 common shares upon conversion of $13,500 of convertible debt and accrued interest. The shares were issued at a price of $0.0001 per share.

InOn ~~addition to~~April ~~operating expenses~~11, ~~we incurred interest expenses of $57~~2018,~~660~~ ~~and $133,082 during~~ the ~~three~~Company ~~and~~issued ~~nine months ended September 30~~320,000,000 ~~2015~~common ~~respectively,~~shares ~~versus~~upon ~~$1,032,993~~conversion ~~and~~of $132,~~073,546~~000 ~~for~~of ~~the~~convertible ~~three~~debt and ~~nine~~accrued ~~month periods ended September 30, 2014, respectively~~interest. The ~~decrease~~shares inwere ~~interest expense during the periods ended September 30, 2015 is primarily attributable to the incurrence of significant finance fees and “original~~ issued ~~discounts” on debt incurred in 2014 which was recorded~~ at ~~their~~a ~~inception~~price ~~with~~of ~~no corresponding~~$0.0001 ~~transactions~~per ~~in the current year~~share.

WeOn ~~incurred amortization~~May ~~of deferred financing cost of $11~~8,~~441~~ ~~and $74~~2018,~~810~~ ~~during~~ the ~~three~~Company ~~and~~issued ~~nine~~55,000,000 ~~months~~common ~~ended~~shares ~~September~~upon ~~30,~~conversion ~~2015~~of ~~respectively, versus~~ $185,~~549~~500 ~~and~~of ~~$34,799~~convertible ~~for~~debt ~~the three~~ and ~~nine~~accrued ~~month periods end September 30, 2014, respectively~~interest. The ~~decrease~~shares inwere ~~amortization of~~issued ~~deferred~~at ~~financing~~a ~~cost~~price ~~during the period ended September 30, 2015 is primarily attributable to the completion~~ of ~~the~~$0.0001 ~~amortization incurred~~per ~~on the various underlying debt incurred from financing activities over the last year~~share.

~~Non-cash~~On ~~interest expense~~June ~~due to adjustments connected with derivative instrument adjustments related to convertible notes used to finance the Company include gains of $347~~8,~~251~~ ~~and $499~~2018,~~266~~ ~~for~~ the ~~three~~Company ~~and~~issued ~~nine months ended September 30~~92, ~~2015 versus gains of $374~~780,~~363~~388 ~~and~~common ~~$374,363 for~~shares ~~the~~in ~~three~~connection ~~and~~with ~~nine~~a ~~month~~stipulated ~~periods~~settlement ~~ended~~agreement ~~September~~entered ~~30,~~into ~~2014,~~by ~~respectively as a result of~~ the ~~change~~Company in ~~fair~~early ~~value~~2017. The ofshares ~~the~~were ~~Company’s derivative~~issued ~~instruments,~~at ~~and~~a ~~amortization~~price of ~~debt discount of~~ $~~161,324~~0.0019 ~~and~~per ~~$628,111 for the three and nine month periods ended September 30, 2015 versus $46,845 and $46,845 for the three and nine months ended September 30, 2014 periods~~share.

~~Net Loss~~Others:

WeOn ~~incurred a~~January ~~net~~19, ~~loss~~2016, ofthe ~~$1,306,304~~Company ~~and~~filed ~~$2,685,556~~an ~~for~~8-K announcing the ~~three~~formal ~~and~~termination ~~nine~~of ~~months~~its ~~ended~~January ~~September 30~~22, 2015 ~~respectively~~MOU ~~versus~~with ~~$1,105,081 and~~Ready $1Made,~~710,552~~ ~~for~~Inc. ~~the~~due ~~three~~to ~~and~~the ~~nine~~inability ~~months~~to ~~ended~~come ~~September~~to ~~30,~~mutually ~~2014,~~agreeable ~~respectively~~terms.

~~Liquidity~~ On May 10, 2016, we entered into a Debt Exchange Agreement with Coldstream Summit Ltd. (“Coldstream”) pursuant to which we converted $1,076,125 in debt and ~~Capital~~accrued ~~Resources~~interest held by Coldstream into 1,250,000 shares of our newly created Series E Preferred Stock in our company.

~~The~~A ~~continuation~~ copy of the ~~Company~~Debt asExchange aAgreement ~~going concern~~ is ~~dependent~~attached ~~upon the continued financial support from its management, and its ability~~ to ~~identify future investment opportunities and obtain~~ the ~~necessary~~Current ~~debt~~Report oron ~~equity~~Form ~~financing,~~8-K ~~and~~as ~~generating~~Exhibit ~~profitable operations from the Company’s future operations~~10.1 ~~However,~~filed ~~there~~on ~~can~~May ~~be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures~~11, ~~working capital, and other cash requirements~~2016. ~~The outcome of these matters cannot be predicted at this time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.~~

6F-29

~~Table~~On May 10, 2016, pursuant to Article III of ~~Contents~~our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series E Preferred Stock, consisting of up to 1,250,000 shares. The Certificate of Designation for the Series E Preferred Stock contains the following features:

~~Working Capital~~1.

							Percentage
	September 30,			December 31,			Increase
	2015			2014			(Decrease)
Current Assets	$	288,172		$	585,483			(50.8	%)
Current Liabilities	$	5,440,167		$	2,643,808			105.8	%
Working Capital Deficit	$	(5,151,995	)	$	(2,058,325	)		150.3	%

No voting rights;

~~At September 30, 2015, our cash balance was $749 compared to $172,730 at December 31, 2014~~2. The decrease in cash is attributed to proceeds of $22,967 in notes payable to an officer, $353,833 from the issuance of convertible notes payable, and proceeds of $171,515 from short term cash flow loans, all of which were used to pay operating expenses, purchases of inventory, equipment upgrades, and final payment on our previously announced acquisition with the remaining amounts unspent.

AtDividends September 30, 2015, we had total current liabilities of $5,440,167 compared with total current liabilities of $2,643,808 at December 31, 2014. The increase in total liabilities is attributed to a decrease in derivative liability of $145,434 on ~~convertible notes,~~ an ~~increase~~as inconverted ~~Series~~basis Calong ~~convertible~~with ~~preferred stock to be issued of $1,425,000 and accounts payable and accrued liabilities of $756,237 due to timing differences between~~ the ~~payment~~holders ~~terms~~ of ~~various~~common ~~operating~~stock ~~expenditures.~~as ~~We also received proceeds of $22,967 in notes payable to an officer,~~ and ~~$353,833~~when ~~received~~declared ~~from~~by ~~the~~our ~~issuance~~ Board of ~~convertible debt during the nine-month period, and made repayments of principal and interest of $59,791 for notes and accrued interest.~~Directors;

~~At September 30, 2015, we had a working capital deficit of $5,151,996 compared with a working capital deficit of $2,058,325 at December 31, 2014~~3. The increase in working capital deficit is attributed to the consumption of various prepaid services paid for by the issuance of restricted stock, losses incurred in ramping up our production and inventory, the recording of Series C convertible preferred stock to be issued of $1,425,000 and an increase in accrued expenses.

~~Cash~~Rank ~~Flows~~junior to all other issued and outstanding shares of preferred stock in any liquidation;

	For The Nine Months Ended						Percentage
	September 30,			September 30,			Increase
	2015			2014			(Decrease)
Cash Used in Operating Activities	$	(561,374	)	$	(309,881	)		(81.2	)%
Cash Used in Investing Activities	$	(87,338	)	$	(57,168	)		(52.8	)%
Cash Provided by Financing Activities	$	476,731		$	400,500			19.0	%
Net Increase (Decrease) in Cash	$	(171,981	)	$	33,451			(614.1	)%

~~Cash~~A ~~flow from~~liquidation ~~Operating~~preference ~~Activities~~over common stock equal to the greater of: $1.00 per share and any unpaid dividends; and the as converted amount;

During the nine months ended September 30, 2015, we used $561,374 of cash in operating activities compared to the use of $309,881 of cash for operating activities during the period ended September 30, 20145. The increase in the use of cash for operating activities was mainly attributed to our net loss of $2,685,556, offset mainly by impairment of intangible assets of $876,937, depreciation and amortization of $127,021, amortization of deferred financing cost of $74,810, bad debt expense of $125,000, $110,826 for non-cash interest expense accrued on notes payable, and $253,000 for prepaid assets amortized during the period, an adjustment of amortization of debt discount of $628,111, decrease in accounts receivable – others of $24,056 and an increase of $524,871 in accounts payable and accrued expenses offset by gain on change in fair value of derivative liability of $499,266 and an increase in accounts receivable of $93,750, and an increase in inventory of $27,434.

7Convertible into common stock, subject to adjustments, at a conversion price equal to a 50% discount to the VWAP per share for the 5 trading days prior to written notice of conversion;

~~Table of Contents~~6.

~~Cash~~Redeemable ~~flow from~~by ~~Investing~~us ~~Activities~~at $1.00 per share; and

~~During the nine months ended September 30, 2015, we used $87,338 in investing activities~~7. We used $43,395 for the purchase of certain upgrades to our manufacturing equipment utilized by the bottling manufacturer in producing our product, paid $45,100 to Xtreme Technologies, Inc. as part of Stock Purchase Agreement, paid $12,130 on potential joint venture offset by a cash acquired from Xtreme of $13,287.

~~Cash~~Protective ~~flow from~~provisions ~~Financing~~requiring ~~Activities~~prior approval to: issue additional shares of preferred stock in an already existing and designated series; liquidate the business; pay dividends; or take any other action under Nevada law that would require prior approval of the holders of Series E Preferred Stock.

~~During~~The ~~the~~full ~~nine months~~rights ~~ended~~afforded ~~September~~to ~~30,~~the ~~2015~~holders ~~and 2014, we received net proceeds~~ of ~~$476,731~~Series ~~and~~E ~~$400,500,~~Preferred ~~respectively~~Stock ~~from~~are ~~financing~~defined ~~activities. The increase~~ in ~~proceeds~~the ~~from~~relevant ~~financing~~Certificate ~~activities~~of isDesignation ~~mainly~~filed ~~attributed~~with ~~to $353,833 from~~ the ~~issuance~~Nevada Secretary of ~~convertible~~State ~~debentures which~~on ~~are~~May ~~unsecured~~10, ~~bear interest at between 8% and 15% per annum~~2016, ~~proceeds~~attached ~~from~~to ~~notes~~the ~~payable~~Current ~~others~~Report ofon ~~$171,515~~Form ~~and~~8-K ~~additional loans~~as ~~from~~Exhibit an3.1 ~~officer~~filed inon ~~the~~May ~~amount of $22~~11,~~967,~~ ~~less payment of financing costs and repayments for an outstanding note payable and the accrued interest thereon~~2016.

~~Going~~On ~~Concern~~May 10, 2016, we filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Articles of Incorporation to increase the authorized shares of Common Stock of our company (the “Amendment”). The Amendment authorizes us to issue 5,500,000,000 shares of Common Stock, par value $0.001 per share. The Amendment did not increase our authorized shares of Preferred Stock.

~~These~~The ~~accompanying unaudited~~Amendment ~~condensed~~was ~~consolidated~~approved ~~financial~~by ~~statements~~the ~~have~~board ~~been~~of ~~prepared~~directors onby aunanimous ~~going~~written ~~concern~~consent ~~basis,~~resolution ~~which~~dated ~~implies~~February ~~that~~12, ~~the~~2016 ~~Company will~~signed ~~continue~~by toall ~~realize its assets and discharge its liabilities in~~ the ~~normal~~members ~~course~~ of ~~business. For~~ the ~~nine~~board ~~months ended September 30, 2015, the Company recognized $800,571 in revenue, and as~~ of ~~September~~directors. ~~30,~~The ~~2015~~Amendment ~~had~~was analso ~~accumulated~~approved ~~deficit~~by ofcertain ~~$11,156,906. The~~shareholders ~~continuation~~ of the Company asholding a ~~going~~majority ~~concern~~of ~~is dependent upon~~ the ~~continued~~total ~~financial~~issued ~~support from its management,~~ and ~~its~~ ~~ability~~outstanding tovoting ~~identify~~shares ~~future~~of ~~investment opportunities and obtain~~ the ~~necessary debt or equity financing, and generating profitable operations from the~~ Company’s ~~future~~by ~~operations.~~written ~~However,~~consent ~~there~~resolution ~~can~~dated beFebruary ~~no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures~~12, ~~working capital, and other cash requirements~~2016. The outcome of these matters cannot be predicted at this time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These accompanying unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Off~~A copy of the Amendment is attached to the Current Report on Form 8-~~Balance Sheet~~K ~~Arrangements~~as Exhibit 3.2 filed on May 11, 2016.

WeOn ~~have~~April no17, ~~significant off-balance~~2017, ~~sheet~~the ~~arrangements~~Company ~~that~~entered ~~have~~into ora ~~are~~Stock ~~reasonably~~Purchase ~~likely~~Agreement to(the ~~have~~“SPA”) awith ~~current~~an accredited investor group (the “Investor” or ~~future~~“Buyer”). Under ~~effect~~the onterms ~~our~~of ~~financial~~the ~~condition~~SPA, ~~changes~~ inthe ~~financial~~Investor ~~condition,~~will ~~revenues~~purchase orup ~~expenses~~to $550,000 ~~results~~of convertible debentures in a series of ~~operations,~~four ~~liquidity~~tranches. The first tranche will be in the amount of $220,000, ~~capital~~with ~~expenditures~~each orof ~~capital~~the ~~resources that~~three ~~are~~successive ~~material~~tranches toin ~~stockholders~~the amount of $110,000.

~~Future~~Each ~~Financings~~note will be issued with a 10% Original Issue Discount (“OID”) such that the net amount received by the Company will be either $200,000 or $100,000 per debenture. The convertible debentures are due and payable one year from date of issuance and will carry interest at a rate of 8% per annum from the date of issuance. Each debenture will be convertible into common stock of the Company at the lower of (i) 70% of the lowest trading price of the Common Stock as reported on the OTCPK marketplace which the Company's shares are traded or any market upon which the Common Stock may be traded in the future ("Exchange"), during the twenty (20) trading days immediately preceding the closing date or (ii) 70% of the lowest trading price of the Common Stock as reported on the OTCPK marketplace which the Company's shares are traded or any market upon which the Common Stock may be traded in the future ("Exchange"), during the twenty 20 trading days immediately preceding the receipt of a notice of conversion.

WeSubsequent ~~will~~funding’s ~~continue to~~after ~~rely~~the onsecond ~~equity~~tranche ~~sales~~are ofconditioned ~~our~~on ~~common~~the ~~shares~~Company incompleting ~~order~~the tofiling ~~continue~~of toits ~~fund~~audits ~~our~~within ~~business~~59 ~~operations.~~days ~~Issuances~~ of ~~additional~~the ~~shares will~~date ~~result~~of inthe ~~dilution~~first tofunding, ~~existing~~and ~~stockholders.~~subsequent ~~There~~tranches ~~is no assurance that we~~ will ~~achieve~~require ~~any~~completion ~~additional sales~~ of the ~~equity securities~~remaining orfilings ~~arrange~~necessary ~~for~~to ~~debt~~bring orthe ~~other~~Company ~~financing~~current toin ~~fund~~its ~~our~~reporting ~~operations and other activities~~obligations.

~~Critical Accounting~~Additionally, ~~Policies~~while the Notes are outstanding, the Company is prohibited from entering into any convertible debentures or 3(A)(10) financings with another party without prior written consent of the Buyer.

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.F-30

WeThe ~~regularly evaluate~~Buyer ~~the~~has, ~~accounting~~for ~~policies~~a ~~and~~period ~~estimates~~of ~~that~~6 wemonths ~~use~~from tothe ~~prepare~~sale ~~our financial statements. A complete summary~~ of ~~these policies is included in~~ the ~~notes~~first tonote ~~our financial statements. In general~~purchased, ~~management's~~to ~~estimates~~invest ~~are~~up ~~based~~to onan ~~historical~~additional ~~experience~~$500,000, ~~on information~~in ~~from~~one ~~third~~or ~~party~~more ~~professionals~~tranches, ~~and~~ on ~~various~~the ~~other~~same ~~assumptions~~terms ~~that~~as ~~are~~those ~~believed~~in ~~to be reasonable under~~ the ~~facts and~~first ~~circumstances.~~four ~~Actual~~notes ~~results~~being ~~could differ from those estimates made by management~~purchased.

~~Our significant~~On ~~accounting~~May ~~policies~~1, ~~are~~2017, ~~more~~the ~~fully~~Company ~~described~~entered ininto ~~Note~~a 4five-year Commercial Sublease (the “Sublease”) with Bell Foods and Bell Northside, LLC. Pursuant to ~~our~~the ~~unaudited~~Sublease, ~~condensed~~the ~~consolidated~~Property ~~financial~~is ~~statements~~approximately seventeen (17) acres and includes approximately twelve (12) acres of farm ground. On the remaining five (5) acres is where the production facility is located, and the company subleased a majority portion of that processing facility. A portion of the property has a food processing facility. The Company is required to pay $7,000 per month under the Sublease, which increases to $10,000 per month after three months.

8On the same date, the Company entered into an Equipment Lease Agreement (the “Equipment Lease”) with Bell Foods to use certain equipment located on the property located in the food processing facility for a nominal fee. A Letter Agreement that predated the Equipment Lease, but effective as of May 1, 2017, was designed to supplement the Equipment Lease with an assignment by Bell Foods of its accounts receivables, with the assumption by the Company of accounts payable, including a loan payable to Craig Bell in the sum of $150,000.

~~Table~~Further under the Letter Agreement, Bell Foods was required to use the accounts receivable, prior to the effective date, to pay portions of ~~Contents~~the accounts payable. In the event there were insufficient funds to pay off the accounts payable, Craig Bell agreed to loan additional funds to Bell Foods, which would become part of the unpaid balance of the outstanding note.

~~Recently Issued~~Prior ~~Accounting~~to ~~Pronouncements~~the effective date, Bell Foods used approximately $60,438.76 in accounts receivables to retire $60,438.76 in accounts payables, namely $49,000.00 paid to the Craig Bell note. On the effective date, May 1, the remaining accounts receivable, valued at approximately $117,248.70, and remaining accounts payable, valued at approximately $48,797.46, were transferred to the Company and the Company released Bell Foods from all liability associated with the accounts payable. The company retired the remaining balance of the Craig Bell note on May 22nd. As of July 31, 2017, the accounts payable was $169,722.96, with the accounts receivable at $178,158.10.

~~Our~~The ~~significant accounting~~Company ~~policies~~also ~~are~~entered ~~more~~into ~~fully~~a ~~described~~Wastewater inDisposal ~~Note~~Agreement, 4effective as of May 1, 2017, with Bell Foods, Jones Place, LLC (“Jones Place”) and Bell Farms, Inc. This agreement concerns the right to ~~our~~use ~~unaudited~~brine ~~condensed~~wastewater ~~consolidated~~ponds ~~financial~~that ~~statements~~reside at the property. The Company executed this agreement to deliver wastewater to the ponds located on the property under the specifications mandated by the Oregon Department of Environmental Quality.

~~The~~Prior to entering into these agreements, the Company ~~has~~ ~~implemented~~had ~~all~~been ~~new~~searching ~~accounting~~for ~~pronouncements~~a ~~that~~larger ~~are~~facility infor ~~effect.~~increased ~~These~~warehousing ~~pronouncements~~and ~~did~~productions ~~not~~space ~~have~~for ~~any~~its ~~material~~water ~~impact~~products. The on Company was also interested in the ~~financial~~property ~~statements~~to ~~unless~~diversify ~~otherwise~~its ~~disclosed,~~water product line and wepossibly doenter ~~not~~into ~~believe~~the ~~that~~flavored ~~there~~beverages ~~are~~segment ~~any~~of ~~other~~the ~~new~~market ~~accounting~~for ~~pronouncements that~~unique ~~have~~teas ~~been~~and ~~issued~~health beverages. The Company believes that ~~might~~the ~~have~~foregoing agreements will afford the Company a ~~material~~unique ~~impact~~opportunity – to lease not only warehousing space, but also use the existing equipment and infrastructure to manufacture on ~~our~~a ~~financial~~“hot ~~position~~fill” orand ~~results~~“healthy ofbeverage” ~~operations~~production line, as well as install the Company’s bottling line, which due to added automation and redesigned layout, is expected to provide for more cost-efficient production.

~~Off-Balance Sheet~~As ~~Arrangements~~mentioned above, the Company received a discount on the first three months’ lease cost. This was provided as an offset for removing or disposing of various manufacturing supplies left behind from Bell Foods’ production operations.

~~We had~~In nothe ~~off~~Company’s original Current Report on Form 8-~~balance~~K ~~sheet~~(May ~~arrangements~~8, 2017), the Company had indicated that the deal was structured as an assumption of ~~September~~the ~~30,~~operations ~~2015~~of Bell Foods, and ~~December~~with 31it significant revenue opportunities. In fact, ~~2014~~as stated in the Letter Agreement, the Company is simply assisting Bell Foods close out its outstanding payables. The Company has chosen to employ several members of the previous staff that previously worked for Bell Foods in connection with the Company’s water business.

~~Inflation~~The Company’s main focus has always been in utilizing the patented water treatment technology for as many applications and market segments as possible, creating more revenue streams. Growing its co-packing and private label business opportunities, and utilizing its water technology whenever possible, should begin to grow substantially due to the new location and added capabilities the facility has. The Company may choose, in the future, to expand its water business with hot drinks and health beverages, which the new facility is capable of providing with added resources.

~~We do not believe that inflation has had a material effect on our Company’s results of operations.~~F-31

~~Item 3~~This assumption of operations may add approximately $1.5 ~~Quantitative~~million in annual revenue to Alkame. In addition to the added revenue, all customers’ accounts, accounts payable and ~~Qualitative~~receivables, ~~Disclosures~~inventory, ~~About~~internet ~~Market~~properties, ~~Risk~~and an extensive library of product formulations, along with the continuation to offer private label programs and customized co-packing solutions for a selected variety of specialty gourmet items. Along with the acquisition brings the ownership and title to the product expansion product offerings of the brands: Everyday Gourmet Fine Foods, Everyday Organic Fine Foods, Mr. Jalapeno, and NutraBell Gourmet Fine Foods

~~Not Applicable~~On October 17, 2017, the Company entered into a nine-month convertible debenture for $16,500 with an accredited institutional investor. The debenture carries a 10% original issue discount, and interest at a rate of 8% per annum. The debenture is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

~~Item 4~~On October 25, 2017, the Company entered into a nine-month convertible debenture for $27,500 with an accredited institutional investor. The ~~Controls~~debenture carries a 10% original issue discount, and ~~Procedures~~interest at a rate of 8% per annum. The debenture is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

~~Disclosure~~On ~~Controls~~October 30, 2017, the Company entered into a nine-month convertible debenture for $22,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and ~~Procedures~~interest at a rate of 8% per annum. The debenture is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

WeOn ~~carried~~November ~~out an~~5, ~~evaluation~~2017, of the ~~effectiveness~~Company ofentered ~~the~~into ~~design~~a ~~and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a~~nine-~~15(e)~~month ~~and~~convertible ~~15d-15(e))~~debenture asfor ~~of September 30~~$22,000 ~~2015. This evaluation was carried out under the supervision and~~ with ~~the participation~~an ofaccredited ~~our~~institutional ~~Chief~~investor. The ~~Executive~~debenture ~~Officer~~carries ~~and~~a ~~our~~10% ~~Chief~~original ~~Financial~~issue ~~Officer. Based upon that evaluation~~discount, ~~our Chief Executive Officer~~ and ~~Chief~~interest ~~Financial~~at ~~Officer~~a ~~concluded~~rate ~~that, as~~ of ~~September~~8% ~~30,~~per ~~2015,~~annum. The ~~our~~debenture ~~disclosure~~is ~~controls~~convertible ~~and~~at ~~procedures~~70% ~~were~~of ~~not effective due to~~ the ~~presence~~lowest oftrading ~~material~~price ~~weaknesses~~ in ~~internal~~the ~~control~~20 ~~over~~trading ~~financial~~days ~~reporting~~prior to conversion.

AOn ~~material~~November ~~weakness is a deficiency~~9, ~~or a combination of deficiencies~~2017, inthe ~~internal~~Company ~~control~~entered ~~over~~into ~~financial reporting, such that there is~~ a ~~reasonable possibility~~nine-month ~~that~~convertible adebenture ~~material~~for ~~misstatement~~$90,000 ofwith ~~the~~an ~~company’s~~accredited ~~annual~~institutional orinvestor. The ~~interim~~debenture ~~financial~~carries ~~statements will not be prevented or detected on~~ a ~~timely~~10% ~~basis.~~original ~~Management~~issue ~~has identified the following material weaknesses which have caused management to conclude that~~discount, ~~as of September 30, 2015, our disclosure controls~~ and ~~procedures~~interest ~~were~~at ~~not~~a ~~effective:~~rate ~~(i) inadequate segregation~~ of ~~duties and~~8% ~~effective~~per ~~risk~~annum. The ~~assessment;~~debenture ~~and~~is ~~(ii)~~convertible ~~insufficient~~at ~~written~~70% ~~policies~~of ~~and~~the ~~procedures~~lowest ~~for~~trading ~~accounting~~price ~~and~~in ~~financial reporting with respect to~~ the ~~requirements~~20 ~~and~~trading ~~application~~days ofprior ~~both~~to ~~US GAAP and SEC guidelines~~conversion.

~~Remediation Plan~~On toJanuary ~~Address~~3, 2018, the ~~Material~~Company ~~Weaknesses~~entered into a nine-month convertible debenture for $30,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and interest at a rate of 8% per annum. The debenture is convertible at 70% of the lowest trading price in ~~Internal~~the ~~Control~~20 ~~over~~trading ~~Financial~~days ~~Reporting~~prior to conversion.

~~Our~~On ~~company plans~~January to13, ~~take~~2018, ~~steps to enhance and improve~~ the ~~design~~Company ofentered ~~our~~into ~~internal~~a ~~controls~~nine-month ~~over~~convertible ~~financial~~debenture ~~reporting.~~for ~~During the period covered by this quarterly report on Form 10-Q~~$22,000 wewith ~~have~~an ~~not~~accredited ~~been~~institutional ~~able to remediate the material weaknesses identified above~~investor. The Todebenture ~~remediate such~~carries ~~weaknesses,~~a we10% ~~plan~~original toissue ~~implement the following changes during our fiscal year ending December 31~~discount, ~~2015:~~and ~~(i)~~interest ~~appoint~~at ~~additional qualified~~a ~~personnel~~rate ~~to address inadequate segregation~~ of ~~duties~~8% ~~and~~per ~~ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting~~annum. The ~~remediation~~debenture ~~efforts~~is ~~set~~convertible ~~out~~at ~~are~~70% ~~largely dependent upon our securing additional financing to cover the costs~~ of ~~implementing~~ the ~~changes~~lowest ~~required.~~trading Ifprice ~~we are unsuccessful~~ in ~~securing~~the ~~such funds,~~20 ~~remediation~~trading ~~efforts~~days ~~may~~prior beto ~~adversely affected in a material manner~~conversion.

WeOn ~~are~~February ~~unable to~~16, ~~remedy~~2018, ~~our~~the ~~controls~~Company ~~related~~entered tointo ~~the~~a ~~inadequate~~nine-month ~~segregation~~convertible ofdebenture ~~duties~~for $55,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and ~~ineffective~~interest ~~risk~~at ~~management~~a ~~until~~rate weof ~~receive~~8% ~~financing to~~per ~~hire~~annum. The ~~additional~~debenture ~~employees~~is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

~~Changes~~ On February 23, 2018, the Company entered into a nine-month convertible debenture for $55,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and interest at a rate of 8% per annum. The debenture is convertible at 70% of the lowest trading price in ~~Internal~~the ~~Control~~20 ~~over~~trading ~~Financial~~days ~~Reporting~~prior to conversion.

~~There~~On ~~were~~February ~~no changes~~26, in2018, ~~our~~the ~~internal~~Company ~~control~~entered ~~over~~into ~~financial~~a ~~reporting during the~~ nine-month ~~months~~convertible ~~ended~~debenture ~~September~~for 30$55,000 ~~2015~~with ~~that~~an ~~have~~accredited ~~materially affected,~~institutional orinvestor. The ~~are~~debenture ~~reasonable~~carries ~~likely~~a to10% ~~materially~~original ~~affect~~issue discount, ~~our~~and ~~internal~~interest ~~control~~at ~~over~~a ~~financial~~rate ~~reporting~~of 8% per annum. The debenture is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

9On March 8, 2018, the Company entered into a nine-month convertible debenture for $55,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and interest at a rate of 8% per annum. The debenture is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

~~Table~~On March 15, 2018, the Company entered into a nine-month convertible debenture for $22,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and interest at a rate of ~~Contents~~8% per annum. The debenture is convertible at 70% of the lowest trading price in the 20 trading days prior to conversion.

~~PART~~On IIMarch 30, 2018, the Company entered into a 30-~~OTHER~~Day ~~INFORMATION~~convertible debenture for $33,000 with an accredited institutional investor. The debenture carries a 10% original issue discount, and interest at a rate of 8% per annum. The debenture was repaid prior to 30-day periods expiration.

~~Item~~On 1May 16, 2018, the Company entered into a one-month, secured note for $50,000 with an accredited investor. The ~~Legal~~note ~~Proceedings~~carries 13.5% interest and was repaid prior to its due date.

~~In April~~On ~~2014~~June 6, we2018, ~~were notified that a note holder disputes~~ the ~~balance~~Company ofentered ~~his~~into ~~note as recorded on the books of our company. The discrepancy arises from~~ a ~~question~~one-month, ~~regarding~~secured ~~expenses that the holder claims were paid on behalf of our company and subsequent payments that we recorded as payments against the~~ note. Wefor ~~have no record of the expenses claimed to be due, and we are in negotiations to settle this matter. We have accrued~~ $2850,000 towith ~~cover~~an ~~the~~accredited ~~potential~~investor. The ~~expenses~~note ~~and~~carries ~~adjustments~~12.5% ~~to accrued~~ interest ifand ~~the claim~~ is ~~substantiated.~~due WeJuly ~~believe~~6, ~~it has properly accounted for all payments made to the individual and have provided documentation to him substantiating our position~~2018.

~~Renard Wiggins~~On etJune ~~al. v. Alkame Holdings~~8, ~~Inc.~~ ~~et al.~~2018, ~~case~~ ~~number A-14-700799- C, Eighth Judicial District Court, Clark County, Nevada (~~the ~~"Wiggins~~Company ~~Lawsuit"). Renard~~entered ~~Wiggins~~into ~~filed~~ a ~~Complaint~~nine-month onconvertible ~~May~~debenture ~~15,~~for ~~2014~~$55,000 ~~against~~with ~~the~~an ~~Company~~accredited ~~and~~institutional ~~Robert~~investor. The ~~Eakle, asserting~~debenture ~~claims~~carries ~~for~~a ~~breaches~~10% oforiginal ~~contracts~~issue discount, ~~tortious~~ and ~~contractual~~interest ~~breaches~~at ofa ~~implied covenants~~rate of ~~good~~8% ~~faith~~per ~~and~~annum. The ~~fair~~debenture ~~dealing,~~is ~~breaches~~convertible ofat ~~fiduciary~~70% ~~duties, conversion, and unjust enrichment, and seeking damages in excess~~ of ~~$10,000,~~the aslowest ~~well~~trading asprice ~~declaratory and injunctive relief,~~ in ~~connection with purported stock and royalty agreements from or before June of 2012, between~~ the ~~plaintiff~~20 ~~and~~trading ~~Alkame~~days ~~Water,~~prior ~~Inc~~to conversion.

~~After successive motions to dismiss, on February 18, 2015, the Wiggins Lawsuit was amended, with the addition of Alkaline Royalty Corp. as a co~~F-plaintiff, and the scope of claims asserted in their Second Amended Complaint was narrowed, with the dismissal of Robert Eakle and leaving remaining claims against the Company for non-tort breaches of contract with damages in excess of $10,000 and declaratory and injunctive relief in connection with the purported stock and royalty agreements. Among other things, the plaintiffs request "declaratory judgment that it is entitled to the shares, ownership or equity in Alkame Holdings reflecting the 20% stake in Alkame Water he should have received pursuant to the Stock Agreement and/or any proceeds which would have resulted had he received those shares or equity stake in Alkame Water prior to the merger with Pinnacle ass promised and that he is entitled to his royalty payments."32

~~The discovery~~Item ~~period was extended to the end of December, with trial scheduled for the end of February 2016~~2. ~~The~~Management’s ~~parties~~Discussion ~~continue to~~and beAnalysis engaged in settlement discussions that may or may not prove fruitful. Absent an acceptable settlement, the Company intends to vigorously defend against the plaintiffs' claims. It is too early to evaluate with any certainty the likely outcome of ~~the~~Financial ~~litigation initiated~~Condition ~~by the plaintiffs. In February 2016, the Company engaged new counsel~~ and ~~the~~Results ~~trial~~of ~~originally scheduled for February 2016, is now scheduled for March 2016.~~Operations

~~The Company~~Certain ~~may~~statements, ~~from~~other ~~time~~than topurely ~~time~~historical information, ~~become~~including ~~involved~~estimates, inprojections, ~~various~~statements ~~lawsuits~~relating to our business plans, objectives, and ~~legal~~expected ~~proceedings~~operating results, and the assumptions upon which ~~arise~~those instatements ~~the~~are ~~ordinary~~based, ~~course of~~are ~~business~~“forward-looking statements.” ~~However~~These forward-looking statements generally are identified by the words “believes,” ~~litigation~~“project,” is“expects,” ~~subject~~“anticipates,” to“estimates,” ~~inherent~~“intends,” ~~uncertainties~~“strategy,” ~~and~~“plan,” an“may,” ~~adverse~~“will,” “would,” “will be,” “will continue,” “will likely result,” inand ~~these~~similar orexpressions. ~~other~~Forward-looking ~~matters~~statements ~~may~~are ~~arise from~~based ~~time~~on tocurrent ~~time~~expectations and assumptions that are subject to risks and uncertainties which may ~~harm~~cause ~~our~~actual ~~business.~~results ~~The~~to ~~Company~~differ ismaterially ~~currently~~from ~~not~~the ~~aware~~forward-looking ofstatements. ~~any~~Our ~~such~~ability ~~legal~~to ~~proceedings~~predict ~~that~~results itor ~~believes will~~the ~~have,~~actual ~~individually~~effect of future plans or instrategies ~~the~~is ~~aggregate,~~inherently uncertain. Factors which could have a material adverse effect on ~~its~~our ~~business~~operations and future prospects on a consolidated basis include but are not limited to: changes in economic conditions, ~~financial~~legislative/regulatory ~~condition~~changes, oravailability ~~operating~~of ~~results~~capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

~~Item 1A. Risk Factors.~~Overview

~~Not~~Alkame ~~Applicable~~Holdings, Inc. (the "Company", “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on April 19, 2010.

~~Item~~The 2.Company ~~Unregistered Sales~~is in the business of ~~Equity~~distributing ~~Securities~~bottled/canned ~~and~~alkaline, ~~Use~~antioxidant ofand ~~Proceeds~~oxygenated water.

On ~~January~~June 2824, ~~2014~~ 2013, ~~six~~the ~~stockholders~~Company ~~exchanged~~entered into a ~~total~~share exchange agreement with Alkame Water, Inc. (“Alkame”) and the shareholders of 65all of the issued and outstanding shares of Alkame. On June 25,~~210~~ 2013,~~834~~ ~~common~~the Company acquired 100% of the members’ shares of Alkame, a Company incorporated in the state of Nevada on March 1, 2012, in exchange for 65150,~~210~~000,~~834~~000 ~~Series~~common Bshares, ~~Convertible~~comprised ~~Preferred~~of ~~Stock~~116,666,667 common shares privately transacted from the President of Company and the issuance of 33,333,333 common shares to shareholders of Alkame. Effectively, Alkame held 71% of the issued and outstanding common shares of the Company and the transaction has been accounted for as a reverse merger, where Alkame is deemed to be the acquirer and or the surviving entity for accounting purposes.

OnAs ~~January~~part ~~28, 2014,~~of ~~six~~the ~~stockholders~~acquisition ~~exchanged~~transaction, aall ~~total~~assets and liabilities of 65Alkame Holdings,~~210,834~~ ~~common~~Inc. ~~shares~~at ~~for~~the ~~65,210,834~~date ~~Series~~of Bacquisition ~~Convertible~~were ~~Preferred~~assumed ~~Stock~~by the former management.

OnThe ~~January~~transaction ~~12, 2015,~~is ~~the~~accounted ~~Company~~for ~~issued~~using ~~3,600,000~~the ~~common~~purchase ~~shares~~method atof anaccounting. ~~average~~As ~~price~~a result of ~~$0.01926~~the ~~per~~recapitalization ~~share~~and tochange anin ~~accredited~~control, ~~investor~~Alkame ~~group~~is ~~in settlement~~the ofacquiring ~~$69,336~~entity ofin ~~accounts~~accordance ~~and~~with ~~notes~~ASC ~~payable~~805, ~~they~~Business ~~had~~Combinations. ~~previously~~Accordingly, ~~acquired~~the ~~from~~historical ~~the~~financial ~~various~~statements ~~debt~~are ~~holders,~~those ~~and~~of ~~are~~Alkame, ~~being converting~~the ~~under~~accounting aacquirer, ~~court~~immediately ~~approved~~following ~~settlement~~the consummation of athe ~~3(a)10~~reverse ~~filing~~merger.

10On January 13, 2015, the Company completed the acquisition of Xtreme Technologies, Inc., an Idaho corporation.

~~Table~~Under the Agreement, Amendment, and Second Amendment, Xtreme became our wholly-owned subsidiary and we acquired the patents on the proprietary process that we believe is the most technologically advanced in water treatment systems for complete hydration. We assumed the operations of ~~Contents~~Xtreme and continue its business of distributing technologically enhanced bottled water.

InUpon ~~February 2015,~~closing of the ~~Company~~acquisition, ~~issued~~we ~~6,500,000~~discovered ~~common~~that ~~shares~~Xtreme was operating at a ~~price~~loss offor ~~$0.01706~~the ~~per~~prior ~~share~~year toand anthat ~~accredited~~it ~~investor~~required ~~group~~a insubstantial ~~settlement~~ cash infusion. We have begun a program of ~~$110~~upgrading the production line,~~910~~ ofreorganized ~~accounts~~personnel, and ~~notes~~began ~~payable~~an ~~they~~effort ~~had~~to ~~previously~~increase ~~acquired~~sales ~~from~~of the ~~various~~division ~~debt~~so ~~holders~~that it returns to profitability as quickly as possible. However, ~~and~~as ~~are~~2015 ~~being~~progressed, ~~converting under~~it abecame ~~court~~obvious ~~approved~~that ~~settlement~~changes ofin acontracts ~~3(a)10~~negotiated ~~filing~~prior to our acquisition were no longer profitable and we terminated the agreements with those customers.

InOur ~~February 2015,~~primary ~~the~~objective ~~Company~~now ~~issued~~is 13to introduce,~~365~~ promote,~~052~~ ~~common~~aggressively ~~shares~~market atand anestablish ~~average~~channels ~~price~~ of ~~$0.01291~~distribution ~~per~~to ~~share~~sell ~~upon~~our ~~conversion~~product byto ~~the~~a ~~holders~~wide range of ~~$166~~ consumers,~~970~~ offirst ~~convertible~~in ~~debentures~~the United States, Canada and $5Mexico,~~557~~ ofand ~~accrued~~then ~~interest~~globally.

InAs ~~March~~of ~~2015,~~ the ~~Company~~date ~~issued 16,100,000 common shares at a price~~ of ~~$0.00426~~this ~~per~~filing, ~~share~~the toCompany anhas ~~accredited~~closed ~~investor~~down ~~group~~this ~~in settlement of $68~~division,~~508~~ ~~of accounts~~ and ~~notes~~written ~~payable they had previously acquired from~~ the ~~various~~asset ~~debt~~values ~~holders,~~off ~~and~~in ~~are~~their ~~being converting under a court approved settlement of a 3(a)10 filing~~entirety.

~~In March 2015, the Company issued 24,373,736 common shares at an average price of $0.0108 per share upon conversion by the holders of $138,113 of convertible debentures and $4,013 of accrued interest.~~ 38

InSales ~~April 2015, the Company issued 6,000,000 common shares at a price of $0.0024 per share to an accredited investor group in settlement of $14,400 of accounts~~ and ~~notes payable they had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing.~~Marketing

InOur ~~May~~patented ~~2015, the~~technology ~~Company~~holds ~~issued~~many 7new and unique possibilities for us,~~400,000~~ ~~common~~much ~~shares~~more atthan just a ~~price~~bottled ofwater $0company.~~0042~~ ~~per~~Alkame ~~share~~Holdings toInc. anis ~~accredited~~a ~~investor~~holding ~~group~~company, inand ~~settlement~~Alkame ~~of $29~~Water,~~748 of~~ ~~accounts~~High ~~and~~Country ~~notes~~Shrimp, ~~payable~~and ~~they~~Xtreme ~~had~~Technologies ~~previously~~are ~~acquired~~part ~~from~~of ~~the~~a ~~various~~multi-facetted ~~debt~~business ~~holders~~strategy, and we are ~~being~~actively ~~converting~~pursuing ~~under~~many aexciting ~~court approved~~new ~~settlement~~fronts ofand aapplications ~~3(a)10~~to ~~filing~~expand upon and provide several separate potential revenue streams for the Company.

InThe ~~June~~Company's ~~2015~~wholly-owned subsidiaries, ~~the~~ ~~Company~~Alkame ~~issued~~Water, 10Inc.,~~118,865~~ ~~common~~and ~~shares~~Xtreme atTechnologies aInc. ~~price~~market ofand ~~$0.00698~~distribute ~~per~~enhanced ~~share~~waters toutilizing an ~~accredited~~exclusive ~~investor~~patented ~~group~~formula inand ~~settlement~~technology ~~of $70~~to create water with several unique properties which increase the available oxygen content and balance pH levels,~~613~~ as well as provide added benefits of ~~accounts~~enhancement with electrolytes and ~~notes~~antioxidants, ~~payable~~which ~~they~~equates ~~had~~into ~~previously~~many ~~acquired~~health ~~from~~benefits, ~~the~~such ~~various~~as, ~~debt~~but ~~holders~~not limited to, ~~and~~improved ~~are~~absorbability, ~~being~~improved ~~converting~~metabolic ~~under~~ efficiency, a ~~court~~boosted ~~approved~~immune ~~settlement~~system, ofimproved acardio 3(respiratory function, and a~~)10~~ ~~filing~~decrease in lactic acid for faster muscle recovery. Xtreme Technologies Inc. is pursuing the household pet industries. Alkame Water is pursuing the human consumable industries.

InAlkame ~~August 2015,~~Holdings ~~the Company issued 8,000,000 common shares at a price of $0~~Inc.~~00335~~ ~~per share to an accredited investor group in settlement of $26,800 of accounts~~ and ~~notes~~its ~~payable~~subsidiaries ~~they~~continue ~~had~~to ~~previously~~grow ~~acquired~~under ~~from~~a ~~the~~“Grass ~~various~~Roots” ~~debt holders~~methodology, ~~and~~building ana ~~additional~~strong ~~7,000,000 common~~foundation ~~shares~~through at a ~~price~~slow ofand ~~$0.003~~methodical ~~per~~organic ~~share~~approach to ~~the~~distribution ~~same~~into ~~accredited investor group in settlement of $21~~retail,~~000~~ ofas ~~accounts~~well ~~and~~as ~~notes payable~~online ~~they had previously acquired from the various debt holders,~~ and ~~are~~alternative ~~being converting under a court approved settlement of a 3(a)10 filing~~channels.

InResults ~~September 2015, the Company issued 5,482,288 common shares at a price~~ of ~~$0.00198~~Operations ~~per~~for ~~share~~the tothree anmonths ~~accredited~~ended ~~investor~~March ~~group in settlement of $10~~31,~~855~~ of2016 ~~accounts~~ and ~~notes payable they had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing~~2015.

InOperating ~~November 2015,~~Revenues the Company issued 9,000,000 common shares at a price of $0.00192 per share to an accredited investor group in settlement of $17,280 of accounts and notes payable they had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing.

In ~~November 2015,~~ the ~~Company~~three-month ~~designated~~periods aended ~~Series~~March D31, ~~Preferred~~2016 ~~Stock~~and ~~consisting~~2015, ofwe ~~four~~generated ~~million~~$73,972 (4and $294,~~000~~006,~~000)~~ ~~shares~~respectively, ~~par~~in ~~value~~revenue ~~$0.001.~~from ~~The series is convertible into common stock of~~ the ~~Company~~sale ~~at a conversion~~ of ~~ten~~our ~~(10)~~water ~~shares of common stock for every Series D Preferred Stock~~products. The Indecrease ~~addition,~~is ~~holders~~due ofto the ~~series~~dropping ~~can~~of ~~vote~~two inmajor ~~matters~~customers ~~submitted~~after ~~for~~it ~~vote~~was bydetermined ~~the~~that ~~shareholders~~we atwere ~~the~~losing ~~rate~~money ofon ~~twenty-five thousand (25,000) votes for~~ each ~~share~~truckload ~~held. Additional rights~~ of ~~the~~water ~~holders~~shipped. We ofexpect ~~the~~to ~~Series~~negotiate Dnew ~~Preferred~~agreements ~~Stock are defined in the relevant Certificate of Designation filed~~ with ~~the~~a ~~Nevada~~number ~~Secretary~~ of ~~State~~customers onin ~~November~~an ~~25,~~effort ~~2015 and as Exhibit 3.1~~ to ~~Form~~increase ~~8-K filed on November 30, 2015~~sales.

InCost ~~December 2015, the Company issued 7,500,000 common shares at a price~~ of ~~$0.0024~~Goods per share to an accredited investor group in settlement of $18,000 of accounts and notes payable they had previously acquired from the various debt holders, and are being converting under a court approved settlement of a 3(a)10 filing.Sold

AsIn ofthe ~~September 30,~~three-month ~~2015~~periods ~~and~~ended ~~December~~March 31, ~~2014~~2016 and 2015, ~~there~~we ~~were~~incurred ~~181~~$51,~~985,547~~161 and 74$224,~~045~~653,~~606~~ ~~shares~~respectively, as cost of ~~common~~goods ~~stock~~sold. ~~issued~~The decrease is primarily due to the decrease in revenue generated by Alkame Water and ~~outstanding,~~Xtreme ~~respectively~~Technologies in Q1 of 2016. We do not expect any significant increases until such time as our revenue begins to increase once again.

~~Series~~Gross ~~C Convertible Preferred Stock to be issued:~~profit

~~During~~For the ~~nine months~~three-month periods ended ~~September~~March 3031, 2016 and 2015, ~~the~~our ~~Company~~gross ~~committed~~profit towas ~~issue~~$22,811 (30.1% of revenue) and $69,~~425~~353 (23.6% of revenue). The decrease in gross profit dollar amount and the increase in gross profit percentage in 2016 from 2015,~~000~~ ~~shares~~is a direct result of ~~Series~~the Csignificant ~~Preferred~~decrease ~~stock~~in ~~valued~~sales atcausing $1our overhead to not be more fully absorbed, but margin on the products was stronger.00 Since ~~per share~~we asare ~~part~~not ofable ~~Stock~~to ~~Purchase~~amortize ~~Agreement~~the ~~entered~~manufacturing ~~into~~and ~~with~~management ~~Xtreme~~overhead ~~Technologies~~of the companies over a larger sales base, ~~Inc~~we see decreased margins over the foreseeable future.

11Operating Expenses

~~Table~~Our ofoperating ~~Contents~~expenses for the three-month periods ended March 31, 2016 and 2015 are outlined in the table below:

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

	Three Months Ended
	March 31,
	2016	2015
Selling expenses	$ 31,386	$ 271,752
General and administrative	116,511	311,802
Depreciation and amortization	2,210	36,737
Total	$ 150,107	$ 620,291

~~Item~~Operating 3expenses for the three months ended March 31, 2016 and 2015 was $150,107 and $620,291 respectively. ~~Defaults Upon~~The ~~Senior~~decrease ~~Securities~~in operating expense during the three months ended March 31, 2016 versus 2015 is attributed to a decrease in general and administrative costs of Xtreme after the termination of the employment agreements.

~~None.~~39

~~Item~~Other ~~4. Mine Safety Disclosures~~Income/(Expenses)

~~None~~In addition to operating expenses, we incurred interest expenses of $278,872 and $43,452 during the three months ended March 31. 2016 and 2015 respectively. The increase in interest expense during the period ended March 31, 2016 is primarily attributable to the increased amount of debt in the period ending March 31, 2016 versus the balance at March 31, 2015, as well as the booking of a contingency for penalties on past due convertible debt raising both the interest rate and increasing the principal.

~~Item~~We 5incurred amortization of deferred financing cost of $2,599 and $46,455 during the three months ended March 31, 2016 and 2015, respectively. The ~~Other~~decrease ~~Information~~in amortization of deferred financing cost during the period ended March 31, 2016 is primarily attributable to the completion of the amortization incurred on the various underlying debt incurred from financing activities over the last year.

~~None~~Non-cash interest expense due to adjustments connected with derivative instrument adjustments related to convertible notes used to finance the Company include a loss of $853,168 for the three months ended March 31, 2016 as a result of the change in fair value of the Company’s derivative instruments, and amortization of debt discount of $54,752 and $307,732 for the three-month periods ended March 31, 2016 and 2015, respectively.

~~Item~~Net 6.Loss ~~Exhibits~~

Exhibit No.	Description of Exhibit
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certification of Chief Executive Officer pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

We incurred a net loss of $1,316,687 and $758,157 for the three months ended March 31, 2016 and 2015, respectively

*Liquidity ~~Filed~~and ~~herewith.~~Capital Resources

12The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing and generating profitable operations from the Company’s future operations. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

~~Table~~Working ~~of Contents~~Capital

SIGNATURES

			Percentage
	March 31,	December 31,	Increase
	2016	2015	(Decrease)
Current Assets	$ 89,056	$ 113,142	(21.3 %)
Current Liabilities	$ 5,594,229	$ 4,452,468	(25.6 %)
Working Capital Deficit	$ (5,505,173)	$ (4,339,326)	(26.9 %)

~~Pursuant to~~At ~~the~~March ~~requirements~~31, of2016, ~~the~~our ~~Securities~~cash ~~Exchange~~balance ~~Act~~was of$92 ~~1934~~compared to $0 at December 31, ~~the~~2015. ~~registrant~~The ~~has~~increase ~~duly~~in ~~caused~~cash ~~this~~is ~~report~~attributed to beproceeds ~~signed~~of on$723 ~~its~~in ~~behalf by~~notes ~~the~~payable ~~undersigned~~coupled ~~thereunto~~with ~~duly~~$1,817 ~~authorized~~generated from operating activities.

~~ALKAME~~At ~~HOLDINGS~~March 31, ~~INC~~ 2016, we had total current liabilities of $5,594,229 compared with total current liabilities of $4,452,468 at December 31, 2015. The increase in total liabilities is attributed to an increase in the derivative liabilities of $853,168 coupled with a increase of $185,253 in convertible notes, $23,312 in the conversion of accounts payable, and $23,118 of notes payable.

ByAt March 31, 2016, we had a working capital deficit of $5,505,173 compared with a working capital deficit of $4,339,326 at December 31, 2015. The increase in working capital deficit is mainly attributed to the increase in the derivative liabilities offset by conversion of convertible debt, notes payable, and accounts payable into common stock totaling $125,831.

/s/ Robert Eakle
Robert Eakle
Chief Executive Officer, President, and Director
(Principal Executive Officer and Principal Accounting Officer)
Date:	February 11, 2016

13Cash Flows

	For The Three Months Ended		Percentage
	March 31,	March 31,	Increase
	2016	2015	(Decrease)
Cash Used in Operating Activities	$ 2,540	$ (316,245)	0.05%
Cash Used in Investing Activities	$ -	$ (68,470)	-%
Cash Provided by Financing Activities	$ (2,448)	$ 353,537	(99.5)%
Net Increase (Decrease) in Cash	$ 92	$ (31,178)	100.3%

Cash flow from Operating Activities

During the three months ended March 31, 2016, we generated $2,540 of cash in operating activities compared to the use of $316,245 of cash for operating activities during the period ended March 31, 2015. The increase in cash from operating activities was mainly attributed to our net loss of $1,316,687, offset mainly by depreciation and amortization of $13,164 amortization of deferred financing cost of $2,541, bad debt expense of ($11,000), $105,500 for non-cash interest expense accrued on notes payable, an increase of $102,723 in princial penalties on convertbile debt in technical default, and an adjustment of amortization of debt discount of $46,812, an increase of $201,322 in accounts payable and accrued expenses offset by the loss on change in fair value of derivative liability of $853,168, an increase in prepaid expenses of $17,170, and a decrease in inventory of $17,075.

Cash flow from Investing Activities

During the three months ended March 31, 2016, we used $0 in investing activities.

Cash flow from Financing Activities

During the three months ended March 31, 2016 and 2015, we (used) received net proceeds of ($2,448) and $353,537, respectively from financing activities. The decrease in proceeds from financing activities is mainly attributed to repayment of cash overdraft of $2,448.

Going Concern

These accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. For the three months ended March 31, 2016, the Company recognized $73,972 in revenue, and as of March 31, 2016 had an accumulated deficit of $14,294,942. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing and generating profitable operations from the Company’s future operations. However, there can be no assurance that these arrangements will be sufficient to fund its ongoing capital expenditures, working capital, and other cash requirements. The outcome of these matters cannot be predicted at this time. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These accompanying unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Our significant accounting policies are more fully described in Note 4 to our unaudited consolidated financial statements.

Recently Issued Accounting Pronouncements

Our significant accounting policies are more fully described in Note 4 to our unaudited condensed consolidated financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of March 31, 2016 and December 31, 2015.

Inflation

We do not believe that inflation has had a material effect on our Company’s results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2016. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2016, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of March 31, 2016, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2016: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended March 31, 2016 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

Litigation

In April 2014, we were notified that a note holder disputes the balance of his note as recorded on the books of our company. The discrepancy arises from a question regarding expenses that the holder claims were paid on behalf of our company and subsequent payments that we recorded as payments against the note. We have no record of the expenses claimed to be due, and we are in negotiations to settle this matter. We have accrued $28,000 to cover the potential expenses and adjustments to accrued interest if the claim is substantiated. We believe it has properly accounted for all payments made to the individual and have provided documentation to him substantiating our position.

In May 2014, the Company received notice that a complaint was filed in District Court, Clark County, NV alleging that the Company and various unnamed defendants are liable to a Mr. Renard Wiggins with regard to commissions and equity purportedly owed Mr. Wiggins, for services allegedly rendered in raising capital on behalf of the Company prior to the reverse merger between Alkame Holdings, Inc. (fka Pinacle Enterprises Inc.) and Alkame Water, Inc. in June 2013. After initial review, the Company has filed for a dismissal of the case with the District Court, does not believe there is any validity to the claims of Mr. Wiggins, and intends to vigorously continue defending against these claims. As of December 31, 2015, all but two claims have been dismissed, and the Company is in court mandated settlement talks to determine if the remaining counts can be dismissed or will require further litigation. On November 15, 2016, the Company entered into a stipulated settlement agreement to issue 200,000,000 common shares in full and final settlement of this matter and all legal complaints are withdrawn. In June 2018, the Company issued 92,780,388 shares of the agreed upon settlement.

Commitments

In July 2015, the Company terminated the employment agreements with Keith Fuqua and Timm Ott. Under the terms of the agreements, the Company will continue to make severance payments and provide health insurance through January 2016.

Item 1A. Risk Factors.

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

2016:

On February 9, 2016, the Company issued 4,500,000 common shares upon conversion of $7,020 of accounts payable in connection with a settlement under the Section 3(a)10 of the Rules of the SEC. The shares were issued at a price of $0.0156 per share.

On February 12, 2016, the Company issued 5,000,000 common shares upon conversion of $6,750 of convertible debt. The shares were issued at a price of $0.00135 per share.

On February 16, 2016, the Company issued 5,454,545 common shares upon conversion of $7,500 of convertible debt. The shares were issued at a price of $0.00138 per share.

On February 16, 2016, the Company issued 2,027,396 common shares upon conversion of $2,686 of convertible debt and accrued interest. The shares were issued at a price of $0.0012 per share.

On February 17, 2016, the Company issued 10,226,900 common shares upon conversion of $8,949 of convertible debt. The shares were issued at a price of $0.00088 per share.

On February 18, 2016, the Company issued 5,952,381 common shares upon conversion of $5,000 of convertible debt. The shares were issued at a price of $0.00084 per share.

On February 22, 2016, the Company issued 18,552,879 common shares upon conversion of $10,000 of convertible debt. The shares were issued at a price of $0.00054 per share.

On February 22, 2016, the Company issued 11,904,762 common shares upon conversion of $5,000 of convertible debt. The shares were issued at a price of $0.00042 per share.

On February 22, 2016, the Company issued 9,904,429 common shares upon conversion of $4,160 of convertible debt. The shares were issued at a price of $0.00042 per share.

On February 23, 2016, the Company issued 7,500,000 common shares upon conversion of $2,625 of convertible debt. The shares were issued at a price of $0.00035 per share.

On February 24, 2016, the Company issued 21,636,364 common shares upon conversion of $5,950 of convertible debt. The shares were issued at a price of $0.000275 per share.

On February 25, 2016, the Company issued 9,901,698 common shares upon conversion of $2,099 of convertible debt and accrued interest. The shares were issued at a price of $0.00021 per share.

On February 26, 2016, the Company issued 10,226,909 common shares upon conversion of $818 of convertible debt. The shares were issued at a price of $0.00008 per share.

On February 29, 2016, the Company issued 23,787,879 common shares upon conversion of $3,925 of convertible debt. The shares were issued at a price of $0.00016 per share.

On February 29, 2016, the Company issued 7,500,000 common shares upon conversion of $1,125 of convertible debt. The shares were issued at a price of $0.00015 per share.

On March 1, 2016, the Company issued 9,904,429 common shares upon conversion of $1,189 of convertible debt. The shares were issued at a price of $0.00012 per share.

On March 2, 2016, the Company issued 23,852,814 common shares upon conversion of $2,755 of convertible debt. The shares were issued at a price of $0.00012 per share.

On March 7, 2016, the Company issued 21,715,522 common shares upon conversion of $1,194 of convertible debt. The shares were issued at a price of $0.00005 per share.

On March 7, 2016, the Company issued 2,102,660 common shares upon conversion of $116 of convertible debt. The shares were issued at a price of $0.00005 per share.

On March 7, 2016, the Company issued 23,818,182 common shares upon conversion of $1,310 of convertible debt. The shares were issued at a price of $0.00005 per share.

On March 8, 2016, the Company issued 9,725,791 common shares upon conversion of $195 of convertible debt. The shares were issued at a price of $0.00002 per share.

On March 10, 2016, the Company issued 9,904,429 common shares upon conversion of $594 of convertible debt. The shares were issued at a price of $0.00006 per share.

On March 10, 2016, the Company issued 23,818,182 common shares upon conversion of $1,310 of convertible debt. The shares were issued at a price of $0.000055 per share.

On March 11, 2016, the Company issued 9,725,000 common shares upon conversion of $195 of convertible debt. The shares were issued at a price of $0.00002 per share.

On March 15, 2016, the Company issued 9,904,429 common shares upon conversion of $594 of convertible debt. The shares were issued at a price of $0.00006 per share

On March 16, 2016, the Company issued 23,818,182 common shares upon conversion of $1,310 of convertible debt. The shares were issued at a price of $0.00005 per share.

On March 17, 2016, the Company issued 16,318,490 common shares upon conversion of $865 of convertible debt and accrued interest. The shares were issued at a price of $0.00005 per share.

On March 18, 2016, the Company issued 9,904,429 common shares upon conversion of $594 of convertible debt. The shares were issued at a price of $0.00006 per share

On March 23, 2016, the Company issued 9,904,429 common shares upon conversion of $594 of convertible debt. The shares were issued at a price of $0.00006 per share

As of March 31, 2016, and December 31, 2015, there were 577,478,654 and 198,485,547 shares of common stock issued and outstanding, respectively.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description of Exhibit
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.

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.

ALKAME HOLDINGS, INC.

/s/ Robert Eakle
Robert Eakle
Chief Executive Officer, President, and Director
(Principal Executive Officer and Principal Accounting Officer)
Date:	September 18, 2018

Filing Compare · ALKAME HOLDINGS, INC.