Esio Water & Beverage Development Corp. (Form: 8-K, Received: 03/20/2015 16:55:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2015

Esio Water & Beverage Development Corp .

(Exact name of registrant as specified in its charter)


Nevada	001-10320	13-3465289
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

36508 N. 15 ^th Lane

Phoenix, Arizona 85086

(Address of principal executive offices) (Zip Code)

(866) 545-4875

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


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

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

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

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

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

The Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Current Report on Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference. The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K by reference, and the consolidated financial statements and notes thereto included in our annual and quarterly reports. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Current Report on Form 8-K. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.


Item 1.01.	Entry into a Material Definitive Agreement

As more fully described in Item 2.01 below, on December 31 , 2014, we entered into an Agreement of Share Exchange and Plan of Reorganization (the “Share Exchange Agreement”) and consummated a share exchange (the “Share Exchange”) with iMetabolic Corp. (“IMET”), a Nevada corporation. The Effective Date of the transaction was March 16, 2015 (the “Effective Date”) and resulted in the acquisition of IMET (the “Acquisition”). Pursuant to the terms of the Share Exchange Agreement, we acquired all of the outstanding capital stock of IMET from the 16 IMET shareholders for an aggregate of 60,000,000 shares, or 76.2% of the Company’s common stock.

As a result of the Share Exchange Agreement, the IMET shareholders transferred all their interest in IMET to the Company and, as a result, IMET became our wholly owned subsidiary of the Company.

As a further condition of the Share Exchange Agreement, the current officers of the Company resigned and Mark Conte was appointed President, CEO and a director of the Company, Kevin J. Pikero as CFO, Treasurer, Secretary, and a director and Andrew Smith as a director.

The Share Exchange Agreement contains customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the consideration for the Acquisition, the process of exchanging the consideration and the effect of the Acquisition.

This transaction is discussed more fully in Section 2.01 of this Current Report. This brief discussion is qualified by reference to the provisions of the Share Exchange Agreement which is attached in full to this report as Exhibit 2.1.

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Item 2.01.	Completion of Acquisition or Disposition of Assets

As described in Item 1.01 above, on December 31, 2014, we acquired all of the issued and outstanding common stock of IMET, in accordance with the Share Exchange Agreement. The Effective Date of the transaction was March 16, 2015 (the “Effective Date”). On the Effective Date, pursuant to the terms of the Share Exchange Agreement, we acquired all of the outstanding capital stock of IMET from the IMET shareholders; and the IMET shareholders transferred and contributed all of their share interests in IMET to us. In exchange, we issued to the IMET shareholders 60,000,000 shares, or approximately 76.2% of our common stock. On the Effective Date, IMET became our wholly owned subsidiary.

BUSINESS

Overview

IMET was formed on July 1, 2013 for the purpose of marketing products under the brand “iMetabolic” that were previously being sold by the brand’s licensor, International Metabolic Institute LLC (“IMI”), as well as to develop new products that would be specifically suited for a national marketing plan. IMI transferred certain product and trademark rights to IMET on July 22, 2013 (the “License”). The License was amended on March 16, 2015 to clarify IMET’s and IMI’s future rights. See “The License” below. The mission of IMET is to build upon preexisting brand equity and the expert copy and other literature authored by Dr. Kent Sasse as applied to the national launch of products with extraordinary profitability and novel market appeal.

A pre-existing line of five (5) soft-bound books authored by the founder of the iMetabolic brand, Dr. Kent Sasse, is available for sale under the brand “A Sasse Guide” on both the www.imetabolic.com and www.sasseguide.com websites. These books are titled: (i) Life-Changing Weight Loss; (ii) Doctor’s Orders – 101 Medically Proven Tips for Losing Weight; (iii) Outpatient Weight Loss Surgery – Safe and Successful Weight Loss with Modern Bariatric Surgery; (iv) Weight-Loss Surgery – Which One is Right for You?; and (v) After Weight Loss Surgery. Pursuant to the terms of the License Amendment these books will continue to be the property of and sold by IMI.

A pre-existing line of products, including, but not limited to, proprietary blend meal replacements, dietary specialty foods, and nutraceuticals, have been sold by IMI at IMI’s company store / doctor’s office pursuant to a reservation of rights in the license and online at www.imetabolic.com. An amendment to the License provides that after IMI has sold all of its inventory existing or ordered on March 16 2015 IMI will not sell any more products which may be deemed to compete with IMET’s products.

IMET has developed the following four new products to be marketed in the short-term:

* A new product concept to be marketed under the name iMetabolic “Catalyst”, which is intended to provide the essential vitamins and plant compounds that are necessary to aid in metabolic functions. Such ingredients include broad spectrum B-Complex Vitamins, as well as Green Tea Extract and Resveratrol (polyphenols).

* A new product concept to be marketed under the name iMetabolic “Mini-Meal”, which is intended to provide the essential whey protein isolate intake for a person who is on a four-to-five meal per day diet or needs a snack that will act as a low-calorie, high nutritional value appetite suppressant.

* A new product concept to be marketed under the name iMetabolic “Multi-Pro”, which is intended to provide the essential broad- spectrum vitamins and minerals that are typically marketed as “multi-vitamin supplements”; however, this product is specifically tailored to dovetail with the “Catalyst” so as to virtually eliminate the duplicate consumption of overlapping ingredients that routinely plagues supplement users.

* A new product concept to be marketed under the name iMetabolic “BittX”. This product is premised on the scientific theory that modern horticulture and food producers have systematically promoted foods that are sweet or lack bitterness, which is the flavor typically associated with foods that have the greatest health benefits. Accordingly, this product is intended to reform the body’s disposition toward bitter foods in a subtle, inoffensive way.

IMET believes its current four products can be successfully market through the use of infomercials and has made progress with identifying a creator and producer for an infomercial to sell the products. However, there is no assurance IMET’s infomercial marketing strategy will be successful.

IMET has also investigated using regional distributors for its products and may use them in the future, on a region by region basis as working capital permits.

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IMET believes it has located experienced nutrition and supplemental manufacturers who have indicated an interest and an ability to manufacture IMET’s initial four products. IMET has received written cost quotations from these manufactures and production timetables, as well.

IMET is hopeful with its infomercial filming schedule and product manufacturing schedules that it can be successfully marketing its products within six months of the closing of the Exchange. However, at this time there is no assurance when any product marketing will actually take place.

The License Agreement

IMET entered into a license with IMI, a Nevada limited liability company, on July 22, 2013 (the “License”). In the License, IMI granted to IMET the exclusive licenses to use, produce, market and sell: (i) five marks (the “Licensed Marks”); (ii) four books written by Dr. Sasse (the “Licensed Content”); and (iii) approximately 150 supplements and foods created and previously sold by IMI (the “Licensed Articles”). The Licensed Marks include the trademark “iMetabolic”; the domain name “www.imetabolic.com”; the trademark “iMetabolic Catalyst”; and a trademark and domain name related to Dr. Sasse. The License had a term of three years, commencing on July 1, 2013 (the “Initial Term”), with a provision stating that the term of the License would automatically become perpetual if IMET sold $3.0 Million of Licensed Content or Licensed Articles before July 1, 2016. IMET is to bear all expenses of the creation and sale of the Licensed Content and Licensed Articles. The License contains other provisions standard in licenses.

In conjunction with closing the Exchange, on March 16, 2015 IMI and IMET executed an amendment to the License (the “License Amendment”). In the License Amendment: (i) IMET returned to IMI all rights to the Licensed Content (Dr. Sasse’s books), the two Dr. Sasse Licensed Marks and all revenues from the sale of the Licensed Articles since July 1, 2013 through the date of closing the Exchange; (ii) the Initial Term was increased from three to four years; (iii) a provision was added stating that after the closing of the Exchange, IMI shall not sell any more of the Licensed Articles or any other products IMET deems as competing with the Licensed Articles; (iv) a provision was added stating that upon reaching the $3.0 Million milestone, IMI shall transfer and or assign to IMET the three remaining Licensed Marks; and (v) a provision was added stating that upon completion of the Initial Term, IMET shall have all rights, obligations, and burdens of enforcing the Licensed Marks.

Mark Conte, ESIO’s new president and a new ESIO Director, and Dr. Sasse were managers and members of IMI. Mr. Conte and Dr. Sasse were also shareholders of IMET. On March 16, 2015 Mr. Conte resigned as a manager of IMI.

During 2014 the trademark “iMetabolic” expired at the U.S. Patent and Trademark Office. In conjunction with the closing of the Exchange, IMI re-applied for that trademark on December 16, 2014. It is anticipated that the trademark will be granted to IMI in the Summer or Fall of 2015.

Competition

The business of marketing weight management and nutrition products is highly competitive and sensitive to the introduction of new products or weight management plans, including various prescription drugs, which may rapidly capture a significant share of the market. These market segments include numerous manufacturers, distributors, marketers, retailers and physicians that actively compete for the business of consumers both in the United States and abroad. Some of these competitors have longer operating histories, significantly greater financial, technical, product development, marketing and sales resources, greater name recognition, larger established customer bases and better-developed distribution channels than we do. Our present or future competitors may be able to develop products that are comparable or superior to those we offer, adapt more quickly than we do to new technologies, evolving industry trends and standards or customer requirements, or devote greater resources to the development, promotion and sale of their products than we do. For example, if our competitors develop other diet or weight loss treatments that prove to be more effective than our products, demand for our products could be reduced. Accordingly, we may not be able to compete effectively in our markets and competition may intensify.

We are also subject to significant competition from network marketing organizations, including those that market weight management products, dietary and nutritional supplements and personal care products as well as other types of products. We compete for global customers and distributors with regard to weight management, nutritional supplement and personal care products. Our competitors include both direct selling companies such as Herbalife, NuSkin Enterprises, Nature’s Sunshine, Alticor/Amway, Melaleuca, Avon Products, Oriflame and Mary Kay, as well as retail establishments in which we are not a vendor such as Weight Watchers, Jenny Craig, General Nutrition Centers, Wal-Mart and retail pharmacies.

In addition, because the industry in which we operate is not particularly capital intensive or otherwise subject to high barriers to entry, it is relatively easy for new competitors to emerge who will compete with us for our distributors and customers.

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Employees

In addition to our officers and Directors, we currently have no full-time employees.

Description of Property

We own no property at this time and have not yet entered into a lease of office space in the Reno, Nevada area.

Legal Proceedings

No legal proceedings are currently pending or threatened against or by IMET or ESIO.

Market for Common Stock

Our common stock is quoted on the OTC QB maintained by the Financial Industry Regulatory Authority (“FINRA”) under the symbol “ESWB.” The high and low bid prices of our common stock as reported for the periods presented, by fiscal quarter (i.e., the first quarter beginning July 1 and ended September 30), were as follows. The quotations reflect inter-dealer prices, without retail markup, mark-down, or commission and may not represent actual transactions.


	High	Low
Fiscal Year Ended: June 30, 2014
First Quarter	$0.13	$0.08
Second Quarter	0.05	0.10
Third Quarter	0.10	0.01
Fourth Quarter	0.07	0.02

Fiscal Year Ended: June 30, 2013
First Quarter	$0.30	$0.15
Second Quarter	0.28	0.17
Third Quarter	0.35	0.10
Fourth Quarter	0.15	0.07

Holders

As of March 16, 2015 there were approximately 160 holders of record of our common stock. This does not include beneficial owners holding stock in street name.

Dividend Policy

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future. See “Risk Factors.”

Recent Sales of Unregistered Securities

All previous unregistered sales were disclosed in prior quarterly or current reports.

Transfer Agent

Our transfer agent and registrar are American Stock Transfer and Trust Co., 6201 15 ^th Avenue, 3 ^rd Floor, Brooklyn, NY 11219, Telephone (718) 921-8210

Submission of Matters to a Vote of Security Holders

All of IMET’s shareholders have consented to IMET’s execution of the Share Exchange Agreement in a written agreement.

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RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this document before making an investment decision with regard to our securities. The statements contained or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to Our Business

Since its inception through December 31, 2014, IMET has generated a net deficit of $21,575 and never made a profit in any quarter. There is no assurance that IMET or we will ever generate sufficient revenues to be profitable.

We believe IMET’s current business plan will permit it to generate profitable operations in the short term with the minimal capital which we can presently provide to it. However, there is no assurance we will ever generate sufficient revenues to be profitable. (See “Management’s Discussion and Analysis of Financial Condition” below.)

If we fail to further penetrate existing markets or successfully expand our business into new markets, then the growth in sales of our products, along with our operating results, could be negatively impacted.

The success of our business is to a large extent contingent on our ability to continue to grow by entering new markets and further penetrating existing markets. Our ability to further penetrate existing markets or to successfully expand our business into additional countries is subject to numerous factors, many of which are out of our control.

In addition, government regulations in both our domestic and international markets can delay or prevent the introduction, or require the reformulation or withdrawal, of some of our products, which could negatively impact our business, financial condition and results of operations. Also, our ability to increase market penetration in certain countries may be limited by the finite number of persons in a given country inclined to pursue a direct selling business opportunity or consumers willing to purchase our products. Moreover, our growth will depend upon improved training and other activities that enhance distributor retention in our markets.

We cannot guarantee that our anticipated growth levels will be achieved in the immediate or long term future.

Short-term success is dependent on planned infomercial campaign.

IMET will employ an infomercial as part of its initial marketing strategy to drive consumers to its website and retail stores. The infomercial will focus on IMET’s products and Dr. Sasse’s success in weight loss and health maintenance with these and similar products. IMET anticipates that this infomercial driven marketing approach will be profitable. Hopefully, this infomercial strategy will be successful enough to fund future product expansion into national or regional distributor product marketing.

Infomercial marketing is highly competitive and capable of producing unanticipated negative results, including costs exceeding estimates and/or lower than expected sales results. There is no assurance that the planned initial infomercial marketing strategy will be profitable.

We may have difficulty raising additional capital to fund expanded operations.

At present we have no plans to obtain financing for our proposed short- term marketing plans. However, we may need to obtain financing to meet our long-term goals of expanded operations and increased profits. At present we have no agreement or arrangements to obtain the financing needed to fund our future expanded operations. If we do not obtain substantial funding, we expect our expansion expenses will exceed our immediate sales revenues. Our successful long-term future is dependent on receiving substantial funding in the long-term. (See “Management’s Discussion and Analysis of Financial Condition,” below.)

Since we rely on independent third parties for the manufacture and supply of our products, if these third parties fail to reliably supply products to us at required levels of quality, then our financial condition and operating results would be harmed.

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The majority of our products are manufactured at third party contract manufacturers. We cannot assure you that our outside manufacturers will continue to reliably supply products to us at the levels of quality, or the quantities, we require, especially under the FDA’s recently adopted cGMP regulations. Additionally, while we are not presently aware of any current liquidity issues with our suppliers, we cannot assure you that they will not experience financial hardship as a result of the current global financial crisis.

In the event any of our third-party manufacturers were to become unable or unwilling to continue to provide us with products in required volumes and at suitable quality levels, we would be required to identify and obtain acceptable replacement manufacturing sources. There is no assurance that we would be able to obtain alternative manufacturing sources on a timely basis. An extended interruption in the supply of products would result in the loss of sales. In addition, any actual or perceived degradation of product quality as a result of reliance on third party manufacturers may have an adverse effect on sales or result in increased product returns and buybacks. Also, while we may experience ingredient and product price pressure, we believe that we will be able to mitigate some of these cost pressures through economies of scale and improved optimization of our supply chain.

Our failure to establish and maintain distributor relationships for any reason could negatively impact sales of our products and harm our financial condition and operating results.

We intend to depend upon third-party distributors of our products for the origination of a substantial portion, if not all, of our sales. To increase our revenue, we must increase the number of, or the productivity of, our distributors. Accordingly, our success depends in significant part upon our ability to recruit, retain, and motivate a large base of distributors. There may be a high rate of turnover among our distributors, which is a characteristic of retail sales and the network marketing business. The loss of a significant number of distributors for any reason could negatively impact sales of our products and could impair our ability to attract new distributors. In our efforts to attract and retain distributors, we will compete with other network marketing organizations, including those in the weight management, dietary, and nutritional supplement and personal care and cosmetic product industries. Our operating results could be harmed if our existing and new business opportunities and products do not generate sufficient interest to retain existing distributors and attract new distributors.

Since we cannot exert the same level of influence or control over third-party distributors as we could if they were our own employees, our distributors could fail to comply with our distributor policies and procedures, which could result in claims against us that could harm our financial condition and operating results.

Our third-party distributors are independent contractors and, accordingly, we are not in a position to directly provide the same direction, motivation, and oversight as we would if distributors were our own employees. As a result, there can be no assurance that our distributors will participate in our marketing strategies or plans, accept our introduction of new products, or comply with our distributor policies and procedures.

Extensive federal, state and local laws may regulate our business, products, and network marketing programs. While we intend to implement distributor policies and procedures designed to govern distributor conduct and protect the goodwill associated with our trademarks and trade names, it can be difficult to enforce these policies and procedures. Violations by our third-party distributors of applicable law or of our policies and procedures in dealing with customers could reflect negatively on our products and operations and harm our business reputation. In addition, it is possible that a court could hold us civilly or criminally accountable based on vicarious liability because of the actions of our third-party distributors.

Our failure to appropriately respond to changing consumer preferences and demand for new products or product enhancements could significantly harm our distributor and customer relationships and product sales and harm our financial condition and operating results.

Our business is subject to changing consumer trends and preferences, especially with respect to weight management products. Our continued success depends in part on our ability to anticipate and respond to these changes, and we may not respond in a timely or commercially appropriate manner to such changes. Furthermore, the nutritional supplement industry is characterized by rapid and frequent changes in demand for products and new product introductions and enhancements. Our failure to accurately predict these trends could negatively impact consumer opinion of our products, which in turn could harm our customer and distributor relationships and cause the loss of sales. The success of our new product offerings and enhancements depends upon a number of factors, including our ability to:


	•	accurately anticipate customer needs;

	•	innovate and develop new products or product enhancements that meet these needs;

	•	successfully commercialize new products or product enhancements in a timely manner;

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	•	price our products competitively;

	•	manufacture and deliver our products in sufficient volumes and in a timely manner; and

	•	differentiate our product offerings from those of our competitors.

If we do not introduce new products or make enhancements to meet the changing needs of our customers in a timely manner, some of our products could be rendered obsolete, which could negatively impact our revenues, financial condition and operating results.

Since one of our products is intended to constitute a significant portion of our retail sales, significant decreases in consumer demand for this product or our failure to produce a suitable replacement should we cease offering it would harm our financial condition and operating results.

Our product titled the “iMetabolic Catalyst” is intended to constitute a significant portion of our initial sales. Therefore, if consumer demand for this product decreases significantly or we cease offering this product without a suitable replacement, then our financial condition and operating results would be harmed.

Adverse publicity associated with our products, ingredients or network marketing program, or those of similar companies, could harm our financial condition and operating results.

The size of our distribution force and the results of our operations may be significantly affected by the public’s perception of the Company and similar companies. This perception is dependent upon opinions concerning:


	•	the safety and quality of our products and ingredients;

	•	the safety and quality of similar products and ingredients distributed by other companies;

	•	our distributors;

	•	our network marketing program; and

	•	the direct selling business generally.

Adverse publicity concerning any actual or purported failure of our Company or our third-party distributors to comply with applicable laws and regulations regarding product claims and advertising, good manufacturing practices, the regulation of our network marketing program, the licensing of our products for sale in our target markets or other aspects of our business, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on the goodwill of our Company and could negatively affect our ability to attract, motivate, and retain distributors, which would negatively impact our ability to generate revenue. We cannot ensure that all distributors will comply with applicable legal requirements relating to the advertising, labeling, licensing, or distribution of our products.

In addition, our distributors’ and consumers’ perception of the safety and quality of our products and ingredients as well as similar products and ingredients distributed by other companies can be significantly influenced by media attention, publicized scientific research or findings, widespread product liability claims and other publicity concerning our products or ingredients or similar products and ingredients distributed by other companies.

Adverse publicity, whether or not accurate or resulting from consumers’ use or misuse of our products, that associates consumption of our products or ingredients or any similar products or ingredients with illness or other adverse effects, questions the benefits of our or similar products or claims that any such products are ineffective, inappropriately labeled or have inaccurate instructions as to their use, could lead to lawsuits or other legal challenges and could negatively impact our reputation, the market demand for our products, or our general business.

From time to time we may receive inquiries from government agencies and third parties requesting information concerning our products. We intend to fully cooperate with these inquiries including, when requested, by the submission of detailed technical reports addressing product composition, manufacturing, process control, quality assurance, and contaminant testing. We understand that such materials may undergo review by regulators in certain markets from time to time. We also are confident in the safety of our products when used as directed. However, there can be no assurance that regulators in these or other markets will not take actions that might delay or prevent the introduction of new products, or require the reformulation or the temporary or permanent withdrawal of certain of our existing products from their markets.

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Due to the high level of competition in our industry, we might fail to retain our customers and distributors, which would harm our financial condition and operating results.

We are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints both domestically and abroad, and our failure or our distributors’ failure to comply with these restraints could lead to the imposition of significant penalties or claims, which could harm our financial condition and operating results.

In both domestic and foreign markets, the formulation, manufacturing, packaging, labeling, distribution, importation, exportation, licensing, sale and storage of our products are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints may exist at the federal, state or local levels in the United States and at all levels of government in foreign jurisdictions. There can be no assurance that we or our distributors are in compliance with all of these regulations. Our failure or our distributors’ failure to comply with these regulations or new regulations could lead to the imposition of significant penalties or claims and could negatively impact our business. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may negatively impact the marketing of our products, resulting in significant loss of sales revenues.

The FTC revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising, or Guides, which became effective on December 1, 2009. Although the Guides are not binding, they explain how the FTC interprets Section 5 of the FTC Act’s prohibition on unfair or deceptive acts or practices. Consequently, the FTC could bring a Section 5 enforcement action based on practices that are inconsistent with the Guides. Under the revised Guides, advertisements that feature a consumer and convey his or her atypical experience with a product or service are required to clearly disclose the results that consumers can generally expect. In contrast to the 1980 version of the Guides, which allowed advertisers to describe atypical results in a testimonial as long as they included a disclaimer such as “results not typical”, the revised Guides no longer contain such a safe harbor. The revised Guides also add new examples to illustrate the long-standing principle that “material connections” between advertisers and endorsers (such as payments or free products), connections that consumers might not expect, must be disclosed. We intend for our marketing materials to be compliant with the revised Guides. However, it is possible that our use, and that of our distributors, of testimonials in the advertising and promotion of our products could unintentionally fail to comply with the revised Guides and subject us to regulatory scrutiny that could negatively impact our sales.

We are subject to FDA rules for current good manufacturing practices (“cGMPs”) for the manufacture, packing, labeling and holding of dietary supplements distributed in the United States. We principally rely upon our vendors and contract manufacturers for compliance with the cGMPs for dietary supplements manufactured by or on behalf of us for distribution in the United States. However, if we should be found not to be in compliance with cGMPs for the products it self-manufactures it could negatively impact our reputation and ability to sell our products even after any such situation had been rectified. Further, if contract manufacturers whose products bear our labels fail to comply with the cGMPs, this could negatively impact our reputation and ability to sell its products even though we are not directly liable under the cGMPs for such compliance. In complying with the dietary supplement cGMPs, we have experienced increases in production costs as a result of the necessary increase in testing of raw ingredients, work in process and finished products.

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From time to time, we may be subject to inquiries from and investigations by various governmental and other regulatory authorities. To the extent any of these inquiries are or become material they will be disclosed as required by applicable securities laws.

If we fail to protect our trademarks and trade names, then our ability to compete could be negatively affected, which would harm our financial condition and operating results.

The market for our products depends to a significant extent upon the goodwill associated with our trademark and trade names. We own, or have licenses to use, the material trademark and trade name rights used in connection with the packaging, marketing and distribution of our products in the markets where those products are sold. Therefore, trademark and trade name protection is important to our business. Although our primary trademark “iMetabolic” is registered in the United States, we may not be successful in asserting trademark or trade name protection in foreign countries. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The loss or infringement of our trademarks or trade names could impair the goodwill associated with our brands and harm our reputation, which would harm our financial condition and operating results.

We permit the limited use of our trademarks by our third-party distributors to assist them in the marketing of our products. It is possible that doing so may increase the risk of unauthorized use or misuse of our trademarks in markets where their registration status differs from that asserted by our independent distributors, or they may be used in association with claims or products in a manner not permitted under applicable laws and regulations. Were this to occur it is possible that this could diminish the value of these marks or otherwise impair our further use of these marks.

We may incur material product liability claims, which could increase our costs and harm our financial condition and operating results.

Our products consist of herbs, vitamins, minerals, and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain some ingredients that do not have long histories of human consumption. We conduct limited clinical studies on some key products but not all products. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. As a marketer of dietary and nutritional supplements and other products that are ingested by consumers or applied to their bodies, we have been, and may again be, subjected to various product liability claims, including that the products contain contaminants, the products include inadequate instructions as to their uses, or the products include inadequate warnings concerning side effects and interactions with other substances. It is possible that widespread product liability claims could increase our costs, and adversely affect our revenues and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles, and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, thereby requiring us to pay substantial monetary damages and adversely affecting our business.

We may incur material product liability claims, which could increase our costs and harm our financial condition and operating results.

We depend on our key management personnel, and the loss of their services could adversely affect our business.

We place substantial reliance upon the efforts and abilities of our executive officer, Mark W. Conte. The loss of his services, even for a short period of time, could have a material adverse effect on our business, operations, revenues or prospects. We do not have an employment agreement with Mr. Conte or any other employee. We do not maintain key man life insurance on the life of Mr. Conte.

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We may never pay any dividends to shareholders.

We have never paid any dividends and have not declared any dividends to date. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. Our Board of Directors does not intend to distribute dividends in the near future. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

We may incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We may not be able to meet the accelerated filing and internal control reporting requirements imposed by the Securities and Exchange Commission resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, the Securities and Exchange Commission adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. In addition, the independent registered public accounting firm auditing a company’s financial statements must also attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting as well as the operating effectiveness of the company’s internal controls.

While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the Securities and Exchange Commission, which could also adversely affect the market price of our common stock and our ability to secure additional financing as needed.

Risks Related to Our Securities

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability which may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.

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We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 (the “Securities Act”) and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develop.

Our shares of common stock may be very thinly traded, or not at all, the price may not reflect our values and there can be no assurance that there will be an active market for our shares of common stock either now or in the futures.

We have a trading symbol for our common stock, ESWB, which permits our shares to be quoted on the OTC-Pink Sheets. However, our shares of common stock may be very thinly traded in the future, and the price, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

We may be subject to the penny stock rules which will make the shares of our common stock more difficult to sell.

We are now subject, and may in the future be subject, to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction the broker dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

Sales of our currently issued and outstanding stock may become freely tradeable pursuant to Rule 144 and may dilute the market for your shares and have a depressive effect on the price of the shares of our common stock.

60,200,000 of our outstanding 78,766,636 shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. Rule 144 provides in essence that an “affiliated” person, such as our management, who have held our restricted securities for a period of at least one year from the date of this Form 8-K filing, may, under certain conditions, sell every three months in brokerage transactions, a number of shares that does not exceed the greater of 1% of a company’s outstanding shares of common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the restricted securities have been held by the owner for a period of one year from the date of this Form 8-K filing. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to subsequent registrations of our shares of common stock, may have a depressive effect upon the price of our shares of common stock in any active market that may develop.

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The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:


	a.	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

	b.	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

	c.	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

	d.	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

	e.	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

We believe that many of these abuses have occurred with respect to the promotion of low price stock companies that lacked experienced management, adequate financial resources, an adequate business plan and/or marketable and successful business or product.

Our board of directors has the authority, without stockholder approval, to issue shares of “blank check” preferred stock with terms that may not be viewed as beneficial to common stockholders, and which may adversely affect common stockholders.

Our articles of incorporation allow us to issue shares of preferred stock without any vote by our stockholders. Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors also has the authority to issue preferred stock without further stockholder approval. As a result, our Board of Directors could authorize the issuance of preferred stock that would grant to holders the preferred right to vote on decisions submitted for a vote of the stockholders, to a priority on distribution of our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock, and similar rights and priorities over our common stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF OPERATIONS

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition for the periods presented. The following selected financial information is derived from our historical consolidated financial statements and should be read in conjunction with such consolidated financial statements and notes thereto set forth elsewhere herein and the “Forward-Looking Statements” explanation included herein.

FOR THE YEAR ENDED JUNE 30, 2014

Plan of Operation for ESIO

On August 14, 2012 Tempco, Inc. (the “Registrant”) executed a Regional Developer Agreement (the “RDA”) and three franchise agreements (the “FA”) with ESIO Franchising, LLC (“EFL”) for the Dallas/Fort Worth region of Texas (the “Territory”) and three franchises therein. The Dallas/Fort Worth region has a population of over 7,700,000 people and over 2,800,000 households. Upon the execution of the RDA Registrant paid $250,000 cash to ESIO, including a credit of $70,000 from a payment made earlier in the year on a deposit agreement covering 10 other regions with ESIO.

Registrant was to commence operations of its Regional Development business and first 3 franchises within 1 year of the execution of the RDA. Further, Registrant was to sell or open 12 additional franchises in the Territory within the 10 year term of the RDA, the first two of which must be in operation within the third year after the execution of the RDA. Under the RDA once its three franchises are operating, Registrant was to receive 50% of the initial franchise fees ESIO received from its franchisees in the Territory and 40% of all royalties ESIO received from its franchisees in the Territory, excluding advertising fund payments.

Pursuant to the terms of the RDA and the FA Registrant and future franchisees were to be marketing and servicing ESIO’s multi-serve beverage dispensing systems and beverage products for use in the home and office. The ESIO Beverage System included countertop and floor stand beverage dispensers that conveniently offered any size hot and cold drinks at the touch of a button. ESIO’s patented E-Paks delivered perfectly blended national brand and private label juices, sport drinks, vitamin waters, teas and coffees.

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In February 2013 EFL and its parent, EHC, filed a Chapter 11 bankruptcy petition in U. S. Bankruptcy Court in Phoenix, Arizona. On August 15, 2013 the Chapter 11 petition was converted to a Chapter 7 petition. EFL’s conversion to a Chapter 7 petition made it unlikely that we would be able to develop our Dallas/Ft. Worth franchises in the future.

At June 30, 2014 ESIO’s business objective was to locate a suitable business combination opportunity. ESIO does not currently engage in any business activities that generate cash flow. As of June 30, 2014 ESIO had approximately $146,000 in cash. ESIO believed this to be sufficient to fund the costs of investigating and analyzing a suitable business combination or to fund general and administrative expenses for the next twelve months, however, if ESIO’s efforts were unsuccessful within that time period, ESIO would have to seek additional funds.

At June 30, 2014, during the next 12 months ESIO anticipated incurring costs related to:


	(i)	Filing of Exchange Act reports;

	(ii)	Officer and director’s salaries and rent, consulting fees; and

	(iii)	Investigating and/or consummating an acquisition.

ESIO believes it would be able to meet these costs through use of existing cash and cash equivalents or additional amounts, as necessary, to be loaned by or invested in it by its stockholders, management or other investors. However, no assurance could be given that it would be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, ESIO may be unable to fund its operations. Accordingly, ESIO’s financial condition could require it seek the protection of applicable reorganization laws in order to avoid or delay actions by third parties, which could materially adversely affect, interrupt or cause the cessation of its operations. As a result ESIO’s independent registered public accounting firm has issued going concern opinions on the consolidated financial statements of ESIO for the fiscal years ended June 30, 2014 and 2013.

CRITICAL ACCOUNTING POLICIES

“Management’s Discussion and Analysis of Financial Condition and Results of Operations ” (“MDA”) discusses ESIO’s consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires ESIO’s management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, 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 period. On an on-going basis, ESIO evaluates its estimates and judgments, including those related to research and development costs, deferred income taxes and the impairment of long-lived assets. ESIO bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The result of these estimates and judgments form the basis for making conclusions about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; changes in these estimates as a result of future events may have a material effect on the Company’s financial condition. The SEC suggests that all registrants list their most “critical accounting policies” in MDA. A critical accounting policy is one which is both important to the portrayal of the company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. ESIO’s management believes the following critical accounting policies affect its more significant judgments and estimates in the preparation of its consolidated financial statements: The impairment of long-lived assets, stock based compensation, deferred income tax valuation allowances, pending or threatening litigation and the allocation of assets acquired and liabilities assumed in acquisitions.

Impairment or Disposal of long-lived assets

In accordance with ASC 360 “Impairment or Disposal of Long-lived Assets”, ESIO periodically evaluates whether events and circumstances have occurred that may indicate that the carrying amount of such assets may not be recoverable. If the carrying amount of an asset or group of assets exceeds its net realizable value, the asset will be written down to its fair market value. During the year ended June 30, 2013, ESIO recognized an impairment loss of $532,056.

Deferred tax assets

In assessing the realizability of deferred tax assets, ESIO management assesses the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely a valuation allowance is established. ESIO adjusts the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will not be realized. To date, ESIO has fully reserved for its deferred tax assets based primarily on its history of recurring losses.

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Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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 reportable amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue

There are no revenues reflected in ESIO’s financial statements for the years ended June 30, 2014 or 2013.

General and Administrative Expenses

For the years ended June 30, 2014 and 2013 ESIO recorded general and administrative expenses of $123,192 and $360,949, respectively. Its general and administrative expenses in the current year consist primarily of officer’s salaries, legal and accounting fees, and other costs associated with maintaining the company as a publicly traded entity. The decrease in the current year is the result of a decrease in consulting and professional fees. For the years ended June 30, 2014 and 2013, ESIO recorded Directors’ fees of $71,960 and $12,000, respectively. The current year directors’ fees include stock based compensation expense of $59,960 there was no similar expense in the prior year. ESIO also recognized an impairment loss of $532,056 in relation to the Regional Development Agreement during the year ended June 30, 2013.

Net Loss

For the years ended June 30, 2014 and 2013, ESIO reflected net loss of $195,152 and $1,638,609, respectively.

Liquidity and Capital Resources

As of June 30, 2014 ESIO had current assets of $153,457 and working capital of $147,231. Over the next twelve months ESIO estimated in order to maintain reporting company status as defined under the Securities Exchange Act of 1934, it would require cash for expenses, which include accounting, legal and other professional fees, as well as filing fees.

Off-balance sheet arrangements

ESIO had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Plan of Operation for IMET

At June 30, 2014 IMET’s business objective was to locate a suitable public company to acquire in a reverse acquisition. IMET anticipates such a public company to have a suitable amount of working capital to funds IMET’s initial start-up expenses. IMET does not currently engage in any business activities that generate cash flow. As of June 30, 2014 IMET had approximately $6,000 in cash. IMET believed this to be sufficient to fund the costs of investigating and analyzing a suitable business combination. However, if IMET’s efforts were unsuccessful, IMET would have to seek additional funds.

At June 30, 2014, during the next 12 months IMET anticipated incurring costs related to investigating and consummating an acquisition.

IMET believes it would be able to meet these costs through use of existing cash and cash equivalents or additional amounts, as necessary, to be loaned by or invested in it by its stockholders, management or other investors. However, no assurance could be given that it would be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, IMET may be unable to commence its operations. Accordingly, IMET’s financial condition could require it seek the protection of applicable reorganization laws in order to avoid or delay actions by third parties, which could materially adversely affect, interrupt or cause the cessation of its operations. As a result IMET’s independent registered public accounting firm has issued going concern opinions on the financial statements of IMET for the fiscal year ended June 30, 2014.

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CRITICAL ACCOUNTING POLICIES

“Management’s Discussion and Analysis of Financial Condition and Results of Operations ” (“MDA”) discusses IMET’s financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires IMET’s management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements, 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 period. On an on-going basis, IMET evaluates its estimates and judgments, including those related to research and development costs, deferred income taxes and the impairment of long-lived assets. IMET bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. The result of these estimates and judgments form the basis for making conclusions about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; changes in these estimates as a result of future events may have a material effect on a company’s financial condition. The SEC suggests that all registrants list their most “critical accounting policies” in MDA. A critical accounting policy is one which is both important to the portrayal of the company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. IMET’s management believes the following critical accounting policies affect its more significant judgments and estimates in the preparation of its financial statements: The impairment of long-lived assets, stock based compensation, deferred income tax valuation allowances, pending or threatening litigation and the allocation of assets acquired and liabilities assumed in acquisitions.

Revenue

There are no revenues reflected in IMET’s financial statements for the year ended June 30.

General and Administrative Expenses

For the year ended June 30, 2014 IMET recorded general and administrative expenses of $12,838. Its general and administrative expenses in the current year consist primarily of a year’s rent and organization fees. IMET neither paid nor accrued any officer or Director salaries during the year

Net Loss

For the year ended June 30, 2014, IMET reflected net loss of $12,838.

Liquidity and Capital Resources

As of June 30, 2014 IMET had current assets of $5,912 and working capital of negative $6,088.

Off-balance sheet arrangements

IMET had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

FOR THE QUARTER ENDED DECEMBER 31, 2014

Plan of Operation For ESIO

At December 31, 2014, ESIO’s business objective was to complete its acquisition of iMetabolic Corp. ESIO does not currently engage in any business activities that generate cash flow. As of December 31, 2014 ESIO had approximately $95,000 in cash. We believe this will be sufficient to fund the costs of investigating and analyzing a suitable business combination or to fund general and administrative expenses for the next twelve months. However, if our efforts are unsuccessful within that time period, we will have to seek additional funds. During the next 12 months ESIO anticipated incurring costs related to:


	(i)	Filing of Exchange Act reports;

	(ii)	Officer and director’s fees and consulting fees; and

	(iii)	Investigating and/or consummating an acquisition.

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ESIO believed it would be able to meet these costs through use of existing cash and cash equivalents or additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. However, no assurance can be given that ESIO will be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, ESIO may be unable to fund its operations. Accordingly, ESIO’s financial condition could require that it seek the protection of applicable reorganization laws in order to avoid or delay actions by third parties, which could materially adversely affect, interrupt or cause the cessation of its operations. As a result, ESIO’s independent registered public accounting firm has issued going concern opinion on the consolidated financial statements of the Company for the fiscal year ended June 30, 2014.

General and Administrative Expenses

For the three months ended December 30, 2014 and 2013 ESIO recorded operating expenses of $22,898 and $38,812, respectively, which includes directors’ fees of $2,000 at December 30, 2014 and $3,000 at December 31,2013.

For the six months ended December 31, 2014 and 2013 ESIO recorded operating expenses of $53,661 and $77,217 respectively, which includes directors’ fees of $5,000 at December 31, 2014 and $6,000 at December 31, 2013.

ESIO’s operating expenses in the current and prior fiscal year consist primarily of legal and accounting fees, and other costs associated with maintaining the company as a publicly traded entity.

Net Loss

For the three months ended December 31, 2014 and 2013, ESIO had reflected net loss of $22,898 and $38,812, respectively.

For the six months ended December 31, 2014 and 2013, ESIO had reflected net loss of $53,661 and $77,217, respectively.

Liquidity and Capital Resources

As of December 31, 2014 ESIO had current assets of $99,796 and working capital of $93,570. Over the next twelve months ESIO estimated in order to maintain reporting company status as defined under the Securities Exchange Act of 1934, it would require cash for expenses, which include accounting, legal and other professional fees, as well as filing fees.

Off-balance sheet arrangements

ESIO had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Plan of Operation For IMET

At December 31, 2014, IMET’s business objective is to complete the reverse acquisition of ESIO. IMET does not currently engage in any business activities that generate cash flow. As of December 31, 2014 IMET had $9,375 in cash. IMET believes this will be sufficient to fund the completion of the ESIO transaction. However, if its efforts are unsuccessful, IMET will have to seek additional funds. During the next 12 months IMET anticipated incurring costs related to investigating and consummating an acquisition.

IMET believed it would be able to meet these costs through use of existing cash and cash equivalents or additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. However, no assurance can be given that IMET will be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, IMET may be unable to fund its operations. Accordingly, IMET’s financial condition could require that it seek the protection of applicable reorganization laws in order to avoid or delay actions by third parties, which could materially adversely affect, interrupt or cause the cessation of its operations. As a result, IMET’s independent registered public accounting firm has issued going concern opinion on the financial statements of the Company for the fiscal year ended June 30, 2014.

General and Administrative Expenses

For the six months ended December 31, 2014 IMET has recorded operating expenses of $8,737, which includes rent of $6,000.

IMET’s operating expenses in the current and prior fiscal year consist primarily of rent and administrative costs.

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Net Loss

For the six months ended December 31, 2014, IMET had reflected net loss of $8,737.

Liquidity and Capital Resources

As of December 31, 2014 IMET had current assets of $9,375 and working capital of negative $8,625. When combined with ESIO’s cash upon the completion of the Exchange, IMET estimates its working capital will be sufficient to fund its initial operations. If those initial operations are sufficiently profitable it may not need to raise additional cash.

Off-balance sheet arrangements

IMET had no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to its investors.

Financial Statements

See Financial Statements starting on page F-1 for this information.

MANAGEMENT

Appointment of New Officer and Director

In connection with the Share Exchange Agreement, we appointed Mark W. Conte, President, CEO and a director of the Company, Kevin J. Pinkero as CFO, Treasurer and Secretary and Andrew D. Smith as a director. Furthermore, concurrent with the Effective Date of the Share Exchange Agreement, our former officers and Directors resigned from their positions.

The following table sets forth the name, age and positions of our new executive officer and director as of the Effective Date. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified. Directors are elected annually by our stockholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.


Name	Age	Position

Mark Conte	53	Chief Executive Officer, President, and Director

Kevin J Pikero	57	Chief Financial Officer, Treasurer, Secretary, and Director

Andrew Smith	55	Director

Chief Executive Officer / Director – Mark W. Conte : Mr. Conte is a business professional and entrepreneur in Reno, Nevada with over 25 years of experience in marketing and operations in the health, nutraceutical, technology, agricultural sciences, and banking industries. Mr. Conte is a co- founder and currently serves as President of iMetabolic Corp. Formerly, Mr. Conte was a co-founder and co-Managing Member of International Metabolic Institute LLC, which developed the “iMetabolic” brand and initial line of dietary and nutraceutical products. Prior thereto, Mr. Conte was: a Partner in 1Globe Wireless, Inc.; the B2B Sales Manager for AT&T Wireless; Managing Director and Manager of Operations for Perten Instruments; Vice President of Marketing for AIQ Systems, Inc.; and as a Corporate Banking Specialist and Foreign Exchange Representative for Valley Bank of Nevada. Mr. Conte is a graduate of the University of Nevada at Reno with a B.S. in Finance.

Financial Officer – Kevin J. Pikero : Mr. Pikero is a practicing Certified Public Accountant (CPA) in Reno, Nevada with over 35 years of experience in the financial and accounting business. Mr. Pikero currently operates Kevin J. Pikero & Associates, Inc. (CPAs) in Reno, Nevada providing accounting, tax, and financial services for a select domestic and international clientele of corporations, partnerships, sole proprietors, and individuals. Mr. Pikero’s professional history includes employment with: Haims & Company – (CPAs); E.F. Hutton Credit Corp.; Barclays Business Credit Inc.; Truckee River Bank; Bank of America Community Development Bank; and United American Funding, Inc. Mr. Pikero is a graduate of Bentley University with a B.S. in Accounting and of the University of Bridgeport, Bridgeport, CT with a M.B.A. in Finance.

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Director – Andrew D. Smith : Mr. Smith is a Certified Public Accountant in Chicago, Illinois with over 25 years of experience in the financial and accounting business. He is a co-founder and the current President of Houlihan Capital, an investment banking firm with specializations in mergers and acquisitions and valuations. Previously to his time at Houlihan Capital, Mr. Smith was: a Senior Vice President for EVEREN Securities, Inc. (formerly Kemper Securities, Inc., 1993 to 1996), where he was the founder and co-head of the firm’s Mergers & Acquisitions Group; a Managing Director at Geneva Capital Markets; and an auditor for Ernst & Whinney, where he specialized in serving financial institutions. Mr. Smith is a graduate, with honors, of Ohio Wesleyan University with a BA in Economics, is registered with FINRA as a General Securities Representative (Series 7), General Securities Principal (Series 24), and a Financial and Operations Principal (Series 27), is a member of the American Institute of Certified Public Accountants and the Illinois CPA Society, and is credentialed through the American Institute of Certified Public Accountants as “Accredited in Business Valuation.”

A brief biography of each member of our management is fully described in Item 5.02. The information therein is hereby incorporated in this section by reference.

We have not entered into any employment agreements at this time.

Code of Ethics

We currently do not have a code of ethics that applies to our officers, employees and directors, including our Chief Executive Officer.

Conflicts of Interest

Certain potential conflicts of interest are inherent in the relationships between our officers and directors, and us.

From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.

Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.

With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes all compensation paid to our Chief Executive Officers for each of the fiscal years ended June 30, 2014 and 2013. We did not have any other executive officers whose total annual salary and bonus exceeded $100,000 for the periods presented.

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Summary Compensation Table


				All other
		Salary		Compensation		Total
Name and Principal Position	Year	($)		($)(2)		($)

Andrew Ecclestone, Chairman of the Board,	2014	$	—	$	29,980	$	29,980
Principal Executive Officer (1)	2013	$	—	$	—	$	—

Anthony Silverman, Principal Executive Officer (3)	2013	$	—	$	—	$	—

Fred Burstein, Director (4)	2014	$	12,000	$	29,980	$	41,980
	2013	$	12,000	$	—	$	12,000

Kimberly A Conley, Principal Accounting Officer (4)	2014	$	42,000	$	—	$	42,000
	2013	$	44,000	$	—	$	44,000

Mark W. Conte, President, Principal Executive Officer, Director (5)	2014	$	—	$	—	$	—

Andrew D. Smith, Director (5)	2014	$	—	$	—	$	—

Kevin J. Pinkero, Principal Accounting Officer and Director (5)	2014	$	—	$	—	$	—

_________________


(1)	Mr. Ecclestone began serving as the Principal Executive Officer and President on August 26, 2013. He resigned on March 16, 2015.

(2)	Includes the issuance of an option to purchase 600,000 shares of common stock at an exercise price of $.05.

(3)	Mr. Silverman began serving as a Director and Chief Financial Officer on May 11, 2011. He served in that capacity through April 12, 2012 when he was appointed as Principal Executive Officer and President. He served in that position through August 26, 2013 at which time he resigned as an Officer and Director.

(4)	Mr. Burstein and Ms. Conley resigned on March 16, 2015.

(5)	These individuals were appointed to their positions on March 16, 2015.

Following is information regarding outstanding equity awards for each of our named executive officers as of the fiscal year ended June 30, 2014:

Outstanding Equity Awards at Fiscal Year End


	Option Awards
Name	Number of securities underlying unexercised options (#) Exercisable	Option exercise price	Option expiration date

Andrew Ecclestone	250,000	$ 0.25	7/11/2016
Andrew Ecclestone	600,000	$ 0.05	2/03/2019
Fred Burstein	250,000	$ 0.25	7/11/2016
Fred Burstein	600,000	$ 0.09	2/28/2016
Fred Burstein	600,000	$ 0.05	2/03/2019

Equity Compensation Plan Information

The following table sets forth information regarding the number of shares of our common stock that may be issued pursuant to our equity compensation plans or arrangements as of the end of fiscal 2014.

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Plan Category	Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)

Equity compensation plans approved by security holders	None (1)	$ —	600,000 (3)

Equity compensation plans not approved by security holders	3,272,767 (2)	$ 0.57	—

TOTAL	3,272,767	$ 0.57	600,000

___________________


(1)	Represents shares of common stock that may be issued pursuant to outstanding options granted under our 1999 Equity Compensation Plan.

(2)	Represents shares of common stock that may be issued pursuant to options available for future grant under our 1999 Equity Compensation Plan.

(3)	Represents an aggregate of 2,717,287 shares of common stock underlying non-statutory stock options approved by the Company’s board of directors and granted to directors and employees of the Company (the “Options”). The options have vesting schedules ranging from immediate vesting to four year vesting and have an exercise price equal to the closing bid price of the common stock on the date of grant and a term of five to ten years.

Employment Contracts

There are no employment agreements between the Company and its officers and directors.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding our common stock beneficially owned on March 16, 2015, for (i) each shareholder known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each of our officers and directors, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. To the best of our knowledge, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. Except as set forth in this Form 8-K, there are not any pending or anticipated arrangements that may cause a change in control. At March 16, 2015, 78,766,636 shares of our common stock were outstanding immediately after the Effective Date.


Name and Address of Beneficial Owner (1)	Nature of Security	Number of Shares	Percentage of Common Stock

Mark W. Conte	Common Stock	3,900,000 (1)	5.0% (2)
Andrew D. Smith	Common Stock	3,900,000 (1)	5.0% (2)
Kevin J. Pikero	Common Stock	1,500,000 (1)	1.9%
All directors and executive officers as a group (3 persons)	Common Stock	9,300,000 (1)	11.8%

___________________


(1)	Shares acquired pursuant to the Share Exchange Agreement.

(2)	Share percentages reflect single digit rounding. Actual share ownership to two decimal points is less than 5.0%.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company did not have any transactions during fiscal years 2014 and 2013 with any director, director nominee, executive officer, security holder known to the Company to own of record or beneficially more than 5% of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeded $120,000.

Director Independence

During the year ended June 30, 2014 our directors were Fred Burstein and Andrew Ecclestone. Only Mr. Burstein would have been considered “independent”. After the closing of the Exchange on March 16, 2015 only Mr. Smith would be considered “independent.”

“Independent director” means a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:

(A) a director who is, or at any time during the past three years was, employed by the company;

(B) a director who accepted or who has a Family Member who accepted any compensation from the company in excess of $100,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following:

(i) compensation for board or board committee service;

(ii) compensation paid to a Family Member who is an employee (other than an executive officer) of the company; or

(iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation.

Provided, however, that in addition to the requirements contained in this paragraph (B), audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).

(C) a director who is a Family Member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

(D) a director who is, or has a Family Member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:

(i) payments arising solely from investments in the company’s securities; or

(ii) payments under non-discretionary charitable contribution matching programs.

(E) a director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

(F) a director who is, or has a Family Member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

(G) in the case of an investment company, in lieu of paragraphs (A)–(F), a director who is an “interested person” of the company as defined in Section 2(a)(19) of the Investment Company Act of 1940, other than in his or her capacity as a member of the board of directors or any board committee.

DESCRIPTION OF SECURITIES

As of March 16, 2015, our authorized capital stock consists of 200,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of preferred stock, $0.001 par value. Immediately prior to the Effective Date, ESIO had 18,766,636 shares of common stock issued and outstanding. As of March 16, 2015 and immediately after the Effective Date, an aggregate of 78,766,636 shares of common stock were outstanding, including shares issued pursuant to the Share Exchange Agreement.

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Common Stock

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of Common Stock are entitled to receive dividends out of assets legally available at times and in amounts as our Board of Directors may determine. Each stockholder is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of the stockholders.

Cumulative voting is not provided for in our articles of incorporation or any amendments thereto, which means that the majority of the shares voted can elect all of the directors then standing for election. The Common Stock is not entitled to preemptive rights and is not subject to conversion or redemption. Upon the occurrence of a liquidation, dissolution or winding-up, the holders of shares of Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and satisfaction of preferential rights of any outstanding preferred stock. There are no sinking fund provisions applicable to the Common Stock. The outstanding shares of Common Stock are, and the shares of Common Stock to be issued upon conversion of the Warrants will be fully issued and non-assessable.

At March 16, 2015 we had a total of 10,872,765 shares reserved for issuance pursuant to outstanding warrants and stock option, with an exercise price between $.05 and $.92 exercisable through 2019.

Preferred Stock

The Company’s Board of Directors has the authority to divide the preferred stock shares into series and to fix the voting powers, designation, preference, and relative participating, option or other special rights, and the qualifications, limitations, or restrictions of the shares of any series so established. The Company has issued no preferred stock shares as of March 16, 2015.

Dividend Policy

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The General Corporation Law of Nevada provides that directors, officers, employees or agents of Nevada corporations are entitled, under certain circumstances, to be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them in connection with any suit brought against them in their capacity as a director, officer, employee or agent, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. This statute provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit brought against them in their capacity as a director, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Our by-laws provide that we shall indemnify our officers and directors in any action, suit or proceeding unless such officer or director shall be adjudged to be derelict in his or her duties.


Item 5.01	Changes in Control of Registrant

As explained more fully in Item 2.01, in connection with the Share Exchange Agreement, on March 16, 2015, we issued 60,000,000 shares of our Common Stock to IMET shareholders in exchange for the transfer of 100% of the outstanding shares of IMET capital stock to us. As such, immediately following the Acquisition, the IMET shareholders held approximately 76.2% of the voting power of all classes of our outstanding stock entitled to vote.

In connection with the Effective Date of the Acquisition, and as explained more fully in Item 2.01 above, under the section titled “Management” and in Item 5.02 of this Current Report on Form 8-K, the former officers and Directors of the Company resigned their positions. Further, effective March 16, 2015, Mr. Mark W. Conte was appointed President, CEO and a director of the Company, Kevin J. Pinkero was appointed CFO, Treasurer and Secretary and Andrew D. Smith as a director

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Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Resignation of Directors and Officers

Effective March 16, 2015 Messrs. Ecclestone and Burstein and Ms. Conley resigned their positions with the Company. There were no disagreements between these individuals and the Company or any officer or director of the Company

Appointment of Directors and Officers

See “Item 2.01 Completion of Acquisition or Disposition of Assets – Management” above for a discussion of the appointment of our new officers and Directors.

Employment Agreements of the Executive Officers

We have not entered into any employment agreements with any employees.


Item 9.01	Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

The audited Financial Statements of IMET as of the year ended June 30, 2014 are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

The unaudited Financial Statements of IMET as of the six months ended December 31, 2014 and 2013 are filed as Exhibit 99.2 to this Current report on Form 8-K and are incorporated herein by reference.

(b) PRO FORMA FINANCIAL INFORMATION.

The following pro forma financial information of Esio Water & Beverage Development Corp. is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference:


1.	The Unaudited Pro Forma Combined Balance Sheet of Esio Water & Beverage Development Corp. and iMetabolic Corp. as of December 31, 2014 and June 30, 2014.

2.	The Unaudited Pro Forma Combined Statement of Operations of Esio Water & Beverage Development Corp. and iMetabolic Corp. for the six months ended December 31, 2014 and the year ended June 30, 2014.

(d) EXHIBITS


Exhibit No.		Description

2.1		Share Exchange Agreement, dated December 31, 2014, by and among Esio Water & Beverage Development Corp. and iMetabolic Corp.

99.1		Audited Financial Statements of iMetabolic Corp. as of June 30, 2014.

99.2		Unaudited Financial Statements of iMetabolic Corp. as of December 31, 2014 and 2013.

99.3		Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2014 and Statement of Operations of ESIO for the six-months ended December 31, 2014 and the year ended June 30, 2014.

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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 hereunto duly authorized.

Dated: March 20, 2015


	Esio Water & Beverage Development Corp.

	By:	/s/ Andrew Ecclestone
		Andrew Ecclestone
		Chairman and Chief Executive Officer

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Exhibit 2.1

AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION

THIS AGREEMENT made and entered into as of the 31st day of December 2014, by and between Esio Water & Beverage Development Corp., a Nevada corporation (hereinafter called “ESIO”), and iMetabolic, Corp., a Nevada corporation (hereinafter called “IMET”).

WITNESSETH THAT:

A. ESIO is a company whose common stock may be publicly traded.

B. IMET is a private company which has a license to manufacture and market nutrition and weight reduction products.

C. Subject to the approval of the Board of Directors of ESIO and IMET, ESIO and IMET shall enter into an Agreement of Exchange (hereinafter called the “Exchange Agreement”) in substantially the form attached hereto and made a part hereof as Exhibit A, which provides, among other things, for the issuance by ESIO of 60,000,000 of its restricted common stock shares to all of the shareholders of IMET in exchange for their IMET common stock shares (the “Exchange”).

D. Following the Exchange under the Exchange Agreement, IMET will be a wholly-owned subsidiary of ESIO.

E. It is intended that the transactions contemplated by this Agreement shall constitute an exchange conforming to the provisions of Section 368(a)(2) of the Internal Revenue Code of 1954.

NOW THEREFORE, in consideration of the mutual covenants and agreements and the benefits to be realized by each of the parties, the following transactions are hereby agreed to, subject to the conditions hereinafter stated:

1. The Exchange

(a) In accordance with the Exchange Agreement, on the Closing Date hereinafter referred to, and in exchange for all of the then issued and outstanding shares of capital stock of IMET (the “IMET Capital Stock”), ESIO shall issue the number of fully paid and nonassessable shares of voting ESIO common stock, $.001 par value per share (hereinafter called “ESIO Common Stock”) in order to permit the Exchange to be effected in accordance with the terms of the Exchange Agreement, on the basis of Six (6.0) shares of ESIO Common Stock for each One (1.0) share of IMET Capital Stock.

If between the date hereof and the Closing Date, ESIO shall effect any reclassification, recapitalization, subdivision, combination or exchange of shares, in respect of the outstanding shares of common stock of ESIO or a stock dividend thereon shall be declared with a record date within said period, the per share amounts of ESIO Common Stock to be issued and delivered in the Exchange shall be appropriately adjusted.

(b) ESIO shall issue and deliver as and when required by the Exchange Agreement, certificates representing the shares of ESIO Common Stock for which the shares of IMET Capital Stock outstanding immediately prior to the effective time of the Exchange shall have been exchanged as provided in the Exchange Agreement.

(c) IMET shall submit this Agreement and the Exchange Agreement to its shareholders for majority consent, in accordance with Nevada law. IMET shall use its best efforts to receive such consents on or before December 31, 2014, or as soon thereafter as practical.

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(d) ESIO is not required under Nevada corporate law to submit this Agreement and the Exchange Agreement to its shareholders for approval.

(e) Following the approval of the Exchange by the stockholders of IMET, and upon execution of the Exchange Agreement by the officers of ESIO and IMET, a certificate of Exchange containing the information required by Nevada corporate law shall be filed with the Nevada Secretary of State.

2. Closing

(a) The closing of all the transactions contemplated hereby (herein called the “Closing” or the “Closing Date”) shall take place at the offices of ESIO in Phoenix, Arizona at 9:00 a.m. on a date within five (5) business days after all of the conditions described in paragraphs 13 and 14 hereof have been satisfied or, to the extent permitted in paragraph 15 hereof, their satisfaction has been waived. ESIO and IMET will use their best efforts to obtain the approvals specified in paragraph 7 hereof and any other of the consents, waivers or approvals necessary or desirable to accomplish the transactions contemplated by this Agreement and the Exchange Agreement. All documents required to be delivered by each of the parties hereto shall be duly delivered to the respective recipient thereof at or prior to the Closing. In no event shall the Closing Date be later than January 31, 2015, and if it is delayed beyond said date the either party shall have the right to terminate this Agreement upon notice to that effect.

(b) At the Closing, ESIO and IMET shall jointly direct that a certificate of exchange be duly filed, and it shall in accordance with such direction be filed, in Nevada so that the Exchange shall be effective as soon after the Closing Date as possible.

3. Investigation by the Parties

ESIO and IMET each may, prior to the Closing Date, make or cause to be made such investigation of the properties of the other and its subsidiaries and of its financial and legal condition as the party making such investigation deems necessary or advisable to familiarize itself with such properties and other matters, provided, that such investigation shall not interfere with normal operations. ESIO and IMET each agrees to permit the other and its authorized agents or representatives to have, after the date of execution hereof, full access to its premises and to all of its books and records at reasonable hours, and its subsidiaries and officers will furnish the party making such investigation with such financial and operating data and other information with respect to the business and properties of it and its subsidiaries as the party making such investigation shall from time to time reasonably request. Each party further agrees that in the event that the transactions contemplated by this Agreement shall not be consummated, it and its officers, employees, accountants, attorneys, engineers and other representatives will not disclose or make available to any other person or use for any purpose unrelated to the consummation of this Agreement any information, whether written or oral, with respect to the other party and its subsidiaries or their business which it obtained pursuant to this Agreement. Such information shall remain the property of the party providing it and shall not be reproduced or copies without the consent of such party. In the event that the transactions contemplated by this Agreement shall not be consummated, all such written information shall be returned to the party providing it.

4. Shareholders Of IMET

Prior to the Closing Date, IMET agrees to obtain from each of its shareholders an agreement to the effect that such shareholder: (a) is acquiring the ESIO Common Stock to be received by him hereunder for his own account, not with a view toward distribution and through to a private placement by ESIO pursuant to Rule 506 of the Securities and Exchange Commission (the “SEC”); (b) will not sell any portion of his ESIO Common Stock for an indefinite period of time after the Closing Date; and (c) consents to the Exchange and waives his rights to dissent and appraisal under Nevada law.

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5. State Securities Laws

ESIO and IMET will each take such steps as may be necessary on their respective parts to comply with any state securities or so-called Blue Sky laws applicable to the action to be taken by them in connection with the Exchange and the delivery by ESIO to IMET shareholders of the ESIO Common Stock pursuant to this Agreement and the Exchange Agreement.

6. Business Pending the Closing

(a) From the date of this Agreement to and including the Closing Date, except as may be first approved by IMET or as is otherwise permitted or contemplated by this Agreement: (i) ESIO shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of ESIO except as contemplated by this Agreement; (iii) no shares of capital stock of ESIO shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into, except for the commitment to receive an additional $10,000 in consideration for issuing 200,000 restricted common stock shares to a non-affiliated investor as previously agreed to by IMET; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to ESIO’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in ESIO’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of ESIO and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) ESIO will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between ESIO and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) ESIO shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of ESIO will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock;

(b) From the date of this Agreement to and including the Closing Date, except as may be first approved by ESIO or as is otherwise permitted or contemplated by this Agreement: (i) IMET (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of IMET specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $5,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of IMET, except as contemplated by this Agreement; (iii) no shares of capital stock of IMET shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to IMET’s Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in IMET’s present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of IMET’s present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall

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be entered into by or on behalf of IMET and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) IMET will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between IMET and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) IMET shall make no amendments or contributions to its profit sharing plan; and (x) the Board of Directors of IMET will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

7. Efforts to Obtain Approvals and Consents

In addition to ESIO and IMET obtaining the requisite shareholder approval as described in paragraph 1 hereof, ESIO and IMET will use all reasonable and proper efforts to obtain, where required, the approval and consent: (i) of any governmental authorities having jurisdiction over the transactions contemplated in this Agreement; and (ii) of such other persons whose consent is required to the transactions contemplated by this Agreement.

8. Cooperation Between Parties

ESIO and IMET shall fully cooperate with each other and with their respective counsel and accountants in connection with any steps required to be taken as part of their obligations under this Agreement, including the preparation of financial statements and the supplying of information.

9. No Tax Ruling

ESIO and IMET agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal income tax purposes no gain or loss will be recognized to the holders of IMET Capital Stock upon the receipt of ESIO Common Stock in exchange for their IMET shares in accordance with the provisions of this Agreement and the Exchange Agreement.

10. Representations of ESIO

ESIO represents, warrants and agrees that:

(a) ESIO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and it is duly qualified to do business and in good standing in every jurisdiction in which the nature of its business of the character of its properties makes such qualification necessary. ESIO has the corporate power and any necessary governmental authority to own or lease their respective properties now owned and to carry on their respective business as now being conducted.

(b) As of September 30, 2014 the capitalization of ESIO is as set forth in the financial statements filed with the SEC, except ESIO will issue prior to Closing 200,000 restricted common stock shares in consideration of $10,000 invested by a non-affiliated individual as previously approved by IMET. The outstanding capital stock of ESIO has been duly authorized and issued and is fully paid and nonassessable. ESIO has no other commitment to issue nor will it issue any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire from ESIO, any shares of its capital stock, except for those shares issued in conformity with paragraph 6(a)(iii) above.

(c) The shares of ESIO Common Stock which are to be issued and delivered to the IMET shareholders pursuant to the terms of this Agreement and the Exchange Agreement, when so issued and delivered, will be validly authorized and issued and will be fully paid and non-assessable. No stockholder of ESIO, or other person, will have any preemptive rights in respect to the ESIO Common stock.

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(d) All of the September 30, 2014 financial statements filed with the SEC present fairly the financial condition of ESIO, at the periods indicated therein, and the results of its operations and changes in financial position for the year and periods then ended in conformity with generally accepted accounting principles applied on a consistent basis. ESIO has no material liabilities or commitments other than as listed or noted on the aforesaid financial statements, or as incurred in the ordinary course of business. Since September 30, 2014 to the date of this Agreement, there has been no material adverse change in the assets or liabilities or in the business or condition, financial or otherwise, of ESIO, except in the ordinary course of business or as contemplated by this Agreement. Nor has ESIO, except in the ordinary course of business or as contemplated by this Agreement, incurred any indebtedness for money borrowed. All tax returns and reports of ESIO required by law to be filed have been duly filed and all taxes, assessments and other governmental charges now due (other than any still payable without penalty) upon ESIO or upon any of its properties or assets, except for the tax returns for the year ended June 30, 2014. All amounts which have been reflected as liabilities on the books of ESIO in respect of taxes are considered adequate and ESIO does not know of any actual or proposed additional assessments in respect of taxes, against it.

(e) Except for changes resulting from the ordinary course of its business, ESIO, will on the Closing Date own, the full right, title and interest in and to all its property and assets (excluding property leased from others) in each case free and clear of all mortgages, liens, restrictions, charges and other encumbrances and defects of title (other than easements, rights of way, reservations and other conditions of title, encumbrances and defects of title which are not individually or in the aggregate materially adverse to the business of ESIO).

(f) Subsequent to September 30, 2014, ESIO has not declared or paid any dividend on its outstanding shares of common stock or declared or made any distribution on, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding stock or authorized the creation or issuance of, or issued any additional shares of stock, or agreed to take any such action, except as expressly provided for in Paragraph 6(a)(iii) above this Agreement. ESIO will not take any such action during the period between the date hereof and the Closing Date, except as expressly provided for in paragraph 14 below.

(g) ESIO is not engaged in or a party to, or to the knowledge of ESIO threatened with, any material legal action or other proceeding before any court or administrative agency, except as set forth and described in a memorandum prepared by ESIO and previously furnished to IMET. ESIO, to the knowledge of ESIO, has not been charged with, and is not under investigation with regard to, any charge concerning any presently pending material violation of any provision of Federal, State or other applicable law or administrative regulations in respect of its business except as set forth in said memorandum.

(h) There has not been, since September 30, 2014, and will not be prior to the Closing Date, a purchase or sale or any other acquisition, transfer or distribution of any assets or properties on the part of ESIO except in the ordinary course of business.

(i) ESIO has adequate franchises, permits or operating rights without unusual restrictions to allow it to conduct the business in which it is presently engaged except in certain instances where in the reasonably exercised judgment of ESIO the lack of a current franchise, permit or operating right has no adverse effect on the conduct of such business.

(j) Except in each case as set forth in a memorandum prepared by ESIO and previously furnished to IMET, as of the date of this Agreement ESIO is not a holder of or a party to any: (i) written or oral contract for employment of any officer

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or other person, (ii) contract with any labor union, (iii) bonus, pension, profit sharing, retirement, stock purchase, stock option, insurance, or similar plan or practice in effect with respect to its employees or other person, (iv) indenture of mortgage, debenture, indenture, loan or borrowing agreement, (v) bonding arrangement, including performance bond, (vi) continuing contract for future purchase, sale, lease or distribution of materials, services, supplied, products, or equipment involving annual payments in excess of $5,000, (vi) lease or other commitment for the rental of office space, storage or other facilities, (viii) contract or lease agreement for the acquisition or lease of motor vehicles, (ix) patent, patent application, patent right, patentable inventions, trademark, trademark registration and applications therefor, trade name, copyright, copyright registration and application therefor, patent license granted to or by ESIO and in force or contracts with employees or others relating in whole or in part to disclosure, assignment or patenting of any inventions, discoveries improvements, shop rights, processes, formulae or other know-how, presently owned or held, in whole or in part, by ESIO, (x) insurance policy covering its properties, buildings, machinery, equipment, furniture, fixtures or operations, or the life of any person, (xi) agreement between a present employee of ESIO and persons, firms or corporations other than ESIO relating in whole or in part to disclosure, assignment or patenting of inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, including without limitation thereto, to the best knowledge of ESIO, agreements entered into by such employees prior to the time they became employees of ESIO, or (xii) material contract or commitment not made in the ordinary course of business.

(k) The execution and carrying out of this Agreement and compliance with the terms and provisions hereof by ESIO will not conflict with or result in any material breach of any of the terms, conditions, or provision of, or constitute a default under, or result in the creation of, any lien, charge or encumbrance upon any of the property or assets of ESIO or any of its subsidiaries pursuant to any corporate charter, bylaw, indenture, mortgage, agreement (other than that which is created by virtue of this Agreement), or other instrument to which ESIO is a party or by which it is bound or affected.

(l) This Agreement and the memoranda and documents furnished hereunder on behalf of ESIO do not contain any untrue statement of a material fact nor omit to state a material fact necessary to be stated in order to make the statements contained herein and therein not misleading; and there is no fact which materially adversely affects or in the future (so far as ESIO can now foresee) will materially adversely affect the business operations, affairs or condition of ESIO or any of the properties or assets which has not been set forth in this Agreement and other documents and papers furnished hereunder.

(m) Esio agrees to accept the future legal opinion of Michael K. Hair, P.C. with respect to the propriety pursuant to Federal and state securities laws of any IMET shareholder selling, or removing the restrictive legend from, his ESIO Common Stock issued in the Exchange or of any current ESIO shareholder, including Michael K. Hair.

11. Representations of IMET

IMET represents, warrants and agrees that:

(a) IMET is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. IMET has the corporate power and any necessary governmental authority to own or lease its properties now owned or leased and to carry on its business as now being conducted. IMET is duly qualified to do business and in good standing in every jurisdiction in which the nature of its business or the character of its properties makes such qualification necessary.

(b) IMET has no commitment to issue nor will it issue any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire from IMET, any shares of its capital stock, except for those shares issued or to be issued in conformity with paragraph 6(b)(iii) above.

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(c) Since September 30, 2014, there has been no material adverse change in the assets or liabilities or in the business or condition, financial or otherwise, of IMET, and no change except in the ordinary course of business or as contemplated by this Agreement. All tax returns and reports of IMET required by law to be filed have been duly filed, except for the fiscal year ending June 30, 2014, and all taxes, assessments and other governmental charges now due (other than any still payable without penalty) upon IMET and its subsidiaries or upon any of their properties or assets have been paid. All amounts which have been reflected as liabilities on the books of IMET and its subsidiaries in respect of taxes are considered adequate and IMET does not know of any actual or proposed additional assessments in respect of taxes, against either it or its subsidiaries.

(d) Except for changes resulting from the ordinary course of its business and except for the mortgages, liens, restrictions, charges and other encumbrances set forth in a memorandum prepared by IMET and previously furnished to ESIO, IMET and its subsidiaries own, and will on the Closing Date own, the full right, title and interest in and to all their property and assets (excluding property leased from others) in each case free and clear of all mortgages, liens, restrictions, charges and other encumbrances and defects of title (other than easements, rights of way, reservations and other conditions of title, encumbrances and defects of title which are not individually or in the aggregate materially adverse to the business of IMET and its subsidiaries).

(e) Subsequent to September 30, 2014, IMET has not declared or paid any dividend on its outstanding shares of common stock or declared or made any distribution on, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding stock or authorized the creation or issuance of, or issued any additional shares of stock, or agreed to take any such action, except as expressly provided for in this Agreement. IMET will not take any such action during the period between the date hereof and the Closing Date except as provided herein.

(f) Neither IMET nor any of its subsidiaries is engaged in or a party to, or to the knowledge of IMET threatened with, any material legal action or other proceeding before court or administrative agency except as set forth in a memorandum prepared by IMET and previously furnished to ESIO. Neither IMET nor any of its subsidiaries, to the knowledge of IMET, has been charged with, or is under investigation with respect to, any charge concerning any presently pending material violation of any provision of Federal, State or other applicable law or administrative regulations in respect of its business except as set forth in said memorandum.

(g) There has not been, since September 30, 2014, and will not be prior to the Closing Date, a purchase or sale or any other acquisition, transfer or distribution of any assets or properties on the part of IMET or its subsidiaries, except in the ordinary course of business or as previously approved by ESIO.

(h) IMET and its subsidiaries have adequate franchises, permits or operating rights without unusual restrictions to allow them to conduct the business in which they are presently engaged, except in certain instances where in the reasonably exercised judgment of IMET the lack of a current franchise, permit or operating right has no adverse effect on the conduct of such business.

(i) Except in each case as set forth in a memorandum prepared by IMET and previously furnished to ESIO, as of the date of this Agreement neither IMET nor any of its subsidiaries is a holder of or a party to any written or oral (i) contract for employment of any officer or other person other than its officers and Directors,

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(ii) contract with any labor union, (iii) bonus, pension, profit sharing, retirement, stock purchase, stock option, insurance, or similar plan or practice in effect with respect to its employees or other persons, (iv) indenture of mortgage, debenture, indenture, loan or borrowing agreement, (v) bonding arrangement, including performance bond, (vi) continuing contract for future purchase, sales, lease or distribution of materials, services, supplies, products, or equipment involving annual payments in excess of $10,000, (vii) lease or other commitment for the rental of office space, storage or other facilities, (viii) contract or lease agreement for the acquisition or lease of motor vehicles, (ix) patent, patent application, patent right, patentable inventions, trademark, trademark registration and applications therefor, trade name, copyright, copyright registration and application therefor, patent license granted to or by IMET or its subsidiaries and in force or contracts with employees or others relating in whole or in part to disclosure, assignment or patenting of any inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, presently owned or held, in whole or in part, by IMET or its subsidiaries, (x) insurance policy covering its properties, buildings machinery, equipment, and persons, firms or operations, or the life of any person, (xi) agreement between a present employee of IMET and persons, firms or corporations other than IMET relating in whole or in art to disclosure, assignment or patenting of inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, including without limitation thereto, to the best knowledge of IMET, agreements entered into by such employees prior to the time they became employees of IMET, or (xii) material contract or commitment not made in the ordinary course of business.

(j) IMET has the corporate power to enter into this Agreement, the execution and delivery and performance of this Agreement have been duly authorized by all requisite corporate action, and this Agreement constitutes the valid and binding obligation of IMET.

(k) The execution and carrying out of this Agreement and compliance with the terms and provisions hereof by IMET will not conflict with or result in any beach of any of them terms, conditions or provisions of, or constitute a default under, or result in the creation of, any lien, charge, or encumbrance upon any of the properties or assets of IMET or any of its subsidiaries pursuant to any corporate charter, indenture, mortgage, agreement (other than that which is created by virtue of this Agreement) or other instrument to which IMET or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound or affected.

(l) This Agreement and the memoranda and documents furnished hereunder on behalf of IMET do not contain any untrue statement of a material fact nor omit to state a material fact necessary to be stated in order to make the statements contained herein and therein not misleading; and there is no fact which materially adversely affects or in the future (so far as IMET can now foresee) will materially adversely affect the business operations, affairs or condition of vitro or any of its subsidiaries or any of its or their properties or assets which has not been set forth in this Agreement or other documents and papers furnished hereunder.

12. Survival of Warranties

The representations and warranties made herein by ESIO and IMET shall survive the Closing hereunder.

13. Conditions to the Obligations of ESIO

The obligations of ESIO hereunder are subject to the satisfaction on or before the Closing Date of the following conditions:

(a) This Agreement and the transactions contemplated hereby shall have been approved by a majority of the outstanding shares of IMET Capital Stock and IMET’s Board of Directors.

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(b) Each shareholder of IMET will have properly executed and delivered to ESIO the shareholder’s agreement described in paragraph 4 hereof.

(c) IMET shall have delivered to ESIO audited financial statements as required by SEC Form 8-K for the fiscal years ending June 30, 2014 and unaudited but auditor reviewed financial statements for the quarter ended September 30, 2014 and 2013 (the “IMET Financial Statements”).

(d) Mark Conte shall have resigned as a Managing Member of International Metabolic Institute LLC (“IMI”), effective on or before the Closing Date.

(e) IMET and IMI shall enter into and execute a License Agreement Amendment, the terms of which shall be agreed among and between ESIO, IMET and IMI, effective on or before the Closing Date.

(f) IMI shall have filed an application for the trademark “iMetabolic” on or before the Closing Date.

(g) IMET shall deliver to ESIO a certificate of IMET’s President which states all of the IMET Financial Statements present fairly the financial condition of IMET, at the periods indicated therein, and the results of its operations and changes in financial position for the year and periods then ended in conformity with generally accepted accounting principles applied on a consistent basis and that IMET has no material liabilities or commitments other than as listed or noted on the IMET Financial Statements, or as incurred in the ordinary course of business.

(h) The representations and warranties of IMET contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, except for changes permitted by this Agreement or those incurred in the ordinary course of business, and ESIO shall have received from IMET at the Closing a certificate, dated the Closing Date, of the President of IMET to that effect.

(i) Each and all of the respective agreements of IMET to be performed on or before the Closing Date pursuant to the terms hereof shall in all material respects have been duly performed and IMET shall have delivered to ESIO a certificate dated the Closing Date, of the President of IMET to that effect.

14. Conditions to the Obligations of IMET

The obligations of IMET hereunder are subject to the satisfaction on or before the Closing Date of the following conditions:

(a) This Agreement and the transactions contemplated hereby shall have been approved by ESIO’s Board of Directors.

(b) All the terms and covenants of this Agreement to be complied with or performed by ESIO shall have been fully complied with and performed.

(c) All representations and warranties of ESIO contained in this Agreement shall be true on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date, and ESIO shall have delivered to IMET a certificate dated the Closing Date of the President of ESIO to that effect.

(d) The necessary approvals described in paragraph 7 hereof shall have been granted.

(e) ESIO shall have filed in quarterly report on Form 10-Q for the quarter ended September 30, 2014 with the SEC.

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(f) ESIO’s President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer shall resign from those offices and the sole Director of ESIO shall appoint Mark Conte as President and Chief Executive Officer of ESIO and appoint Kevin J. Pikero as Secretary, Treasurer and Chief Financial Officer of ESIO.

(g) The sole Director of ESIO shall appoint Mark Conte, Andrew Smith and Kevin J. Pikero as additional Directors of ESIO.

(h) As his final action as a Director the sole remaining Director of ESIO resign from the Board of Directors.

15. Termination and Modification Rights

(a) This Agreement (except for the last three sentences of paragraph 3 hereof) may be terminated at any time prior to the Closing Date by (1) mutual consent of the parties hereto authorized by their respective Boards of Directors or (2) upon written notice to the other party, by either party upon authorization of its Board of Directors:

(i) if in its reasonably exercised judgment there shall have occurred a material adverse change in the financial condition or business of the other party or the other party shall have suffered a material loss or damage to any of its property or assets, which change, loss or damage materially affects or impairs the ability of the other party to conduct its business, or if any previously undisclosed condition which materially adversely affects the earning power or assets of either party comes to the attention of the other party;

(ii) if the terms, covenants or conditions of this Agreement to be complied with or performed by one of the other parties at or before the Closing Date shall not have been materially complied with or performed at the time required for such compliance or performance and such noncompliance or nonperformance shall not have been waived by the party giving notice of termination; and

(iii) if any action or proceeding shall have been instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit the transaction contemplated by this Agreement or if the consummation of such transactions would subject either of such parties to liability for breach of any law or regulation.

(b) As provided in paragraph 2(a), this Agreement may be terminated by either party upon notice to the other in the event the Closing shall not be held by January 31, 2015.

(c) Any term or condition of this Agreement may be waived at any time by the party hereto which is entitled to the benefit thereof, by action taken by the Board of Directors of such party; and any such term or condition may be amended at any time, by an agreement in writing executed by the chairman of the Board or the President of each of the parties pursuant to authorization by the respective Boards of Directors; provided however, that no amendment of any principal term of the Exchange shall be effected after approval of this Agreement by the shareholders of IMET, unless such amendment is approved by such shareholders in accordance with the respective state corporation law.

16. Expenses

In the event this Agreement is terminated without consummation at the Closing, ESIO and IMET shall each pay all of its respective expenses incurred for the purpose of carrying this Agreement into effect, except that each party hereto, in addition to its own expenses, shall pay all of the non-breaching party’s reasonable out-of-pocket expenses if termination is caused by a breach of any representation or warranty made in this Agreement or a default by said party in performance of any obligation hereunder.

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17. Finders

Each of the parties represents that no broker, agent, finder or similar person has been retained or paid and that no brokerage fee or other commission has been agreed to be paid for or on account of this Agreement.

18. Governing Law And Venue

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, United States of America. The parties hereby expressly agree that the proper venue for any claim or cause of action by the parties shall be Superior Court for Maricopa County, Arizona and the each party upon execution of this Agreement consents to the service of process from such court.

19. Notices

Any notices or other communications required or permitted hereunder shall be sufficiently given if sent by certified mail, postage prepaid, addressed as follows:

ESIO

36508 N. 15th Avenue

Phoenix, AZ 85086

IMET

3495 Lakeside Drive, Suite 205

Reno, NV 89509

20. Binding Nature and Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, but it may not be assigned by any party without the consent of the other.

21. Assignment

Rights and obligations of a party to this Agreement may not be assigned or transferred without the other party’s prior written consent thereto.

22. Modification

No modification or amendment of this Agreement shall be valid unless it is in writing and signed by both parties hereto.

23. Complete Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between the parties.

24. Waiver

The waiver by either party of a breach of any term of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach.

25. Headings

The headings in this Agreement are inserted for convenience only and shall not be considered in interpreting the provisions hereof.

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26. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto by their respective officers thereunto duly authorized by a majority of their directors as of the date first above written.

ESIO WATER & BEVERAGE DEVELOPMENT

By: /s/ Andrew Ecclestone

Andrew Ecclestone, President

IMETABOLIC CORP.

By: /s/ Mark Conte

Mark Conte, President

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	June 30,
	2014

ASSETS
Current assets:
Cash and cash equivalents	$	5,912

Total current assets		5,912

Total Assets	$	5,912

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	12,000

Total current liabilities		12,000

Total Liabilities	$	12,000

Commitments:		—

Stockholders’ equity (deficit):
Common stock, $.001 par value 10,000,000 shares authorized; 3,900,000 shares. issued and outstanding as of June 30, 2014		3,900
Additional paid-in-capital		2,850
Accumulated deficit		(12,838	)

Total stockholders’ equity (deficit)		(6,088	)

Total liabilities and stockholders’ equity (deficit)	$	5,912


	June 30,
	2014

Costs and Expenses
General and administrative	$	12,838
Operating loss		12,838

Net loss from operations		(12,838	)

Provision for income taxes		—

Net Loss	$	(12,838	)

Basic and diluted loss per share	$	(0.00	)

Basic and diluted weighted average common shares outstanding		3,900,000


				Additional
	Common Stock			Paid in		Accumulated
	Shares	Amount		Capital		Deficit			Total
Balance at July 1, 2013	—				—		—			—
Shares issued for cash	3,900,000	$	3,900	$	2,850	$	—		$	6,750
Net loss	—		—		—		(12,838	)		(12,838	)
Balance at June 30, 2014	3,900,000	$	3,900	$	2,850	$	(12,838	)	$	(6,088	)


	For the Year Ended
	June 30,
	2014
Cash flows from operating activities
Net loss	$	(12,838	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Accounts payable		12,000
Net cash used by operating activities		(838	)

Cash flows from investing activities:

Cash flows from financing activities:
Proceeds from sale of common stock		6,750
Net cash provided by financing activities		6,750
Net change in cash and cash equivalents		5,912
Cash and cash equivalents at beginning of year		—
Cash and cash equivalents at end of period	$	5,912

Supplemental Disclosures:
Cash paid for income taxes	$	—
Cash paid for interest	$	—


	June 30, 2014

Deferred tax asset attributable to Net operating loss carryover	$	4,365
Valuation allowance		(4,365	)
Net deferred tax assets	$	—


	December 31,			June 30,
	2014			2014

ASSETS
Current assets:
Cash and cash equivalents	$	9,375		$	5,912

Total current assets		9,375			5,912

Total Assets	$	9,375		$	5,912

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	18,000		$	12,000

Total current liabilities		18,000			12,000

Total Liabilities	$	18,000		$	12,000

Commitments:		—			—

Stockholders’ equity (deficit):
Common stock, $.001 par value 10,000,000 shares. authorized; 10,000,000 and 3,900,000 shares issued and outstanding as of December 31, 2014 and June 30, 2014, respectively		10,000			3,900
Additional paid-in-capital		2,950			2,850
Accumulated deficit		(21,575	)		(12,838	)

Total stockholders’ equity (deficit)		(8,625	)		(6,088	)

Total liabilities and stockholders’ equity (deficit)	$	9,375		$	5,912


	For the Six Months Ended December 31,
	2014			2013

Costs and Expenses
General and administrative	$	8,737		$	6,754
Operating loss		(8,737	)		(6,754	)

Net loss from operations		(8,737	)		(6,754	)

Net Loss	$	(8,737	)	$	(6,754	)

Basic and diluted loss per share	$	—		$	—

Basic and diluted weighted average common shares outstanding		10,000,000			3,900,000


	For the Six Months Ended			For the Six Months Ended
	December 31,			December 31,
	2014			2013
Cash flows from operating activities
Net loss	$	(8,737	)	$	(6,754	)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Accounts payable		6,000			6,000
Net cash used by operating activities		(2,737	)		(754	)

Cash flows from investing activities:

Cash flows from financing activities:
Proceeds from sale of common stock		6,200			6,750
Net cash provided by financing activities		6,200			6,750

Net change in cash and cash equivalents		3,463			5,996
Cash and cash equivalents at beginning of period		5,912			—
Cash and cash equivalents at end of period	$	9,375		$	5,996

Supplemental Disclosures:
Cash paid for income taxes	$	—		$	—
Cash paid for interest	$	—		$	—


·	The audited financial statements of Esio Water and Beverage Development Corp. at June 30, 2014 and 2013.

·	The unaudited financial statements of Esio Water and Beverage Development Corp. for the six months ended December 31, 2014 and 2013.


	ESWB			iMetabolics			Pro Forma
	Historical			Historical			Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	94,635		$	9,375						$	85,260
Prepaid expenses		5,161			—							5,161

Total current assets		99,796			9,375							90,421


Total Assets	$	99,796		$	9,375						$	90,421

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	466		$	18,000						$	18,466
Accrued liabilities		5,760			—							5,760

Total current liabilities		6,226			18,000							24,226

Total Liabilities		6,226			18,000							24,226

Commitments:		—

Stockholders’ equity (deficit):
Common stock, $.005 par value 200,000,000 authorized; 18,566,636 and issued and outstanding as of September and June 30, 2014		92,833			10,000			(10,000	)	(1)		—
								300,000		(1)		392,833
Additional paid in capital		14,968,014			2,950			(15,276,027	)	(1)		(305,063	)
Accumulated deficit		(14,967,277	)		(21,575	)		14,967,277		(1)		(21,575	)

Total stockholders’ equity (deficit)		93,570			(8,625	)						66,195

Total liabilities and stockholders’ equity (deficit)	$	99,796		$	9,375						$	90,421


(1)	To recapitalize for the Share Exchange. On March 18, 2015, the Company entered into a Share Exchange Agreement with iMetabolics whereby the Company agreed to acquire all of the issued and outstanding capital stock of iMetabolics Corp. in exchange for 60,000,000 shares of the Company’s common stock.