SEC Form 3 · accession 0001144204-15-027226

HARRISON VICKERS & WATERMAN INC · HVCW

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Roy G Warren

Officer — Chairman, CEO and President · Director · 10% Owner

Period of report

Apr 21, 2015

Accepted (ET)

May 4, 2015 · 1:47 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001472847

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	holding	—	—		—	87,990,000	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F1,F3	—	holding	—	—	—	Apr 21, 2015	Apr 21, 2022	Common Stock	5,000,000	—	I
Series B Convertible Preferred Stock^F1,F4	—	holding	—	—	—	—	—	Common Stock	51,000	—	I

Explanation of responses

F1The securities included in this report are directly owned by Attitude Drinks Incorporated ("ADI"); however, these securities may also be deemed to be indirectly beneficially owned by the reporting person, Roy G. Warren, due to his position as the Chief Executive Officer of ADI. Mr. Warren disclaims beneficial ownership of the reported securities except to the extent of the pecuniary interest, if any, therein and this report shall not be deemed an admission that Mr. Warren is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2On April 21, 2015, ADI purchased 87,990,000 shares of common stock, par value $.0001 per share (the "Common Stock"), of Harrison Vickers and Waterman Inc. ("HVW") in a private transaction.
F3On April 21, 2015 ADI and two other shareholders of ADI's majority owned subsidiary, Attitude Beer Holdings Co ("ABH"), entered into a Purchase Agreement with HVW pursuant to which ADI and the two shareholders sold to HVW all of the outstanding shares of stock of ABH, and ABH became a wholly owned subsidiary of HVW. In consideration for the sale of the shares of common stock of ABH, HVW issued to ADI: (i) a seven year warrant to purchase 5,000,000 shares of Common Stock at an exercise price of $0.075 per share (subject to customary anti-dilution adjustment); and (ii) 51 shares of newly created Series B Convertible Preferred Stock of HVW (the "Series B Preferred Stock").
F4The Series B Preferred Stock is convertible at any time after the second anniversary of the issuance date (April 21, 2015), with each share of Series B Preferred Stock convertible, at the option of the holder, into 1,000 shares of Common Stock. The Series B Preferred Stock has no expiration date.