UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  X.    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015.

or

     .    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________  to  ___________________________

Commission File Number:  333-179461

FITWEISER HOLDINGS, INC.

(FORMERLY - ROYAL BEES COMPANY, INC.)

 (Exact name of registrant as specified in its charter)

Nevada	90-0589577
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
5348 Vegas Drive Las Vegas, NV	89108
(Address of principal executive offices)	(Zip Code)

702-373-8615

 (Registrant’s telephone number, including area code)

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

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

                                       X . Yes          .  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

       .  Yes     X .  No

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

Large accelerated filer       .  

Accelerated filer       .  

Non-accelerated filer       .   (Do not check if a smaller reporting company)

Smaller reporting company   X .  

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.       .  Yes         .   No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of April 14, 2015:   85,855,000

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Fitweiser Holdings. Inc.

(Formerly Royal Bees Company, Inc.)

INDEX TO FORM 10-Q

PART I.		FINANCIAL INFORMATION	Page
Item 1.		Consolidated Financial Statements:
		Consolidated Balance Sheets at March 31, 2015 (unaudited), and December 31, 2014 (audited)	3
		Consolidated Statements of Operations for the Three Months Ended March 31, 2015, (unaudited) and March 31, 2014 (audited)	4
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 (unaudited) and March 31, 2014 (audited)	5-6
		Notes to Consolidated Financial Statements	7
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.		Quantitative and Qualitative Disclosures about Market Risk	18
Item 4.		Controls and Procedures	18
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings		19
Item 1A.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 5.	Other Information		20
Item 6.	Exhibits		20
SIGNATURES			21

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

Balance Sheet

				March 31, 2015				December 31, 2014
				(Unaudited)				(Audited)
Assets
Current assets
	Cash and cash equivalents			$	16,111		$	25,554
	Deposits				20,866			20,866
		Total Current assets			36,977			46,420
	Intangible Assets				155,855			155,855
	Total Assets			$	192,832		$	202,275
Liabilities and Equity
Current liabilities
	Accounts payable			$	0		$	1,864
	Related party accounts payable				0			0
	Accrued expenses				76,300			62,200
	Accrued interest				18,153			13,478
	Short term notes payable				245,000			251,079
		Total Current Liabilities			339,453			328,621
Commitments and Contingencies - Note 7
Fitweiser Holdings, Inc. Shareholder's Deficit
	Common Stock, $0.001 par value; 200,000,000 shares authorized, 85,855,00000 issued and outstanding 3/31/15 & 12/31/14				85,855			85,855
	Deficit accumulated during development stage				(232,476)			(212,201)
		Total Deficit Fitweiser Holdings, Inc.			(146,621)			(126,346)
	Total liabilities and deficit			$	192,832		$	202,275
"The accompanying notes are an integral part of these financial statements"

3

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

Statement of Operations

	For the Three months Ended March 31, 2015		For the Three Months Ended March 31, 2014
		(Unaudited)		(Audited)
Revenues	$	0	$	0
Operating Expenses		15,600		105,009
Net Income(Loss) from Operations		(15,600)		(105,009)
Other Income(Expenses)
Interest Expense		(4,675)		(1,875)
Net Income(Loss) from Operations Before Income Taxes		(20,275)		(106,884)
Tax Expense		0		0
Net Income(Loss)		(20,275)		(106,884)
Basic and Diluted Loss Per Share		(0.00)
Weighted average number of shares outstanding		85,855,000
"The accompanying notes are an integral part of these financial statements"

4

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Fitweiser, Inc.

(Formerly Royal Bees Company, Inc.)

Statement of Cash Flows

	For the Three Months Ended March 31, 2015		For the Three Months Ended March 31, 2014
	(Unaudited)		(Audited)
Cash flows from operating activities:
Net income (loss)	$	(20,275)	$	(106,884)
Common stock issued for services		0		73,500
(Increase)decrease in prepaid items		0		(1,500)
Increase(decrease) in  accounts payable		(1,864)		(3,015)
Increase(decrease) in  accounts payable related party		(6,079)		(7,500)
Increase(decrease) in accrued expenses		14,100		13,700
Increase(decrease) in  accrued interest		4,675		1,875
Net cash used in operating activities		10,832		(29,824)
Cash flows from investing activities:
Acquisition of intangible assets		0		(5,000)
Net cash provided(used) by investing activities		0		(5,000)
Cash flows from financing activities:
Proceeds of sale of common stock		0		1,000
Net cash provided(used) by financing activities		0		1,000
Increase in cash and equivalents		(9,443)		(33,824)
Cash and cash equivalents at beginning of period		25,554		63,063
Cash and cash equivalents at end of period	$	16,111	$	29,239
"The accompanying notes are an integral part of these financial statements"

5

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Fitweiser, Inc.

(Formerly Royal Bees Company, Inc.)

Statement of Cash Flows – Continued

	For the Three Months Ended March 31, 2015		For the Three Months Ended March 31, 2014
	(Unaudited)		(Audited)
SUPPLEMENTAL DISCLOSURE OFCASH FLOW INFORMATION
None	$	0	$	0
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued	$	0	$	0
"The accompanying notes are an integral part of these financial statements"

6

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

1.

Description of the Company

Description of Development Stage Operations

Fitweiser, Inc. was incorporated on November 14, 2013 in the state of Nevada.  It completed a Share Exchange Agreement with Royal Bees Company, Inc. (Royal Bees), a Nevada corporation wherein Royal Bees exchanged approximately 83 % of its total issued and outstanding common stock for 100% of Fitweiser Inc. issued and outstanding common stock in a tax free exchange on May 28, 2014. The surviving company changed its name to Fitweiser Holdings, Inc. (the “Company”, “We”, “Our”). The Company is a developing stage entity that is engaged in the development and monetization of intellectual property worldwide. The Company’s Intellectual property (IP) portfolio consist of in-process patent applications and an agreement to acquired patents  covering analog and digital wireless communications and telecom, mobile technologies, security strategies and internet search and storage for business, consumer and government clientele. The Company’s patent applications are being developed internally. The company filed for three patents during the third quarter 2014.

Potential applications for our IP include dynamic, interactive and media-rich text, audio, video, and virtual content and systems delivery through landline/cable and wireless broadband, Wi-Fi, Bluetooth, Near Field Communication (NFC) and Rapidly Emerging Technologies, serving multiple industry sectors that can include portable apps used in smart device including cell phones and tablets for user-defined  and offline communications that encompasses networking, input and output permission-base and/or restricted access, authentication, activation, recognition and monitory, demographic targeting, end-user, profiling, audience capturing, aggregation, sit and/or cloud based storage and search.

The Company is exposed to a number of risks during the normal conduct of its business considering its stage in the business life cycle. These risks include, but are not limited to: (1) its ability to obtain the capital necessary to fund its operations to a point where the business can generate positive cash flows and become self-sustaining; (2) its ability to successfully protect intellectual property associated with the Company’s technology and products; and (3) its ability to attract and retain employees with the technical and other capabilities necessary to execute its business plan.

7

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

2.

Significant Accounting Policies

Basis of Presentation and Use of Estimates in the Financial Statements

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. We believe the following critical accounting policies affect its more significant judgments and estimates used in the preparation of financial statements.

Cash and cash equivalents

Cash and cash equivalents may include highly liquid investments that are readily convertible to known amounts of cash, and which are subject to an insignificant risk of changes in value due to interest rate, market price, or penalty on withdrawal. Amounts on deposit and available upon demand, or negotiated to provide for daily liquidity without penalty, are classified as Cash and cash equivalents.

No items of Other Comprehensive Income and Loss

The Company has no items of other comprehensive income loss for the period from November 14, 2013 (inception) to March 31, 2015. Therefore, the net loss as presented in the Company’s Statement Operations equals comprehensive loss.

Income Taxes

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and liability method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

Loss Per Share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available.  At March 31, 2015, the Company did not have any potentially dilutive common shares.

Revenue Recognition

Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been

substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectability of amounts is reasonably assured. In accordance with FASB ASC Topic 605 Revenue Recognition and Concepts Statement 5, Recognition and Measurement in Financial Statements of Business Enterprises, paragraph 83(b) states that “an entity’s revenue-earning activities involve delivering or producing goods, rendering services, or other activities that constitute its ongoing major or central operations, and revenues are considered to have been earned when the entity has substantially accomplished what it must do to be entitled to the benefits represented by the revenues”.

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

Intangible Assets - Patents

Patents include the cost of patents or patent rights (hereinafter, collectively “patents”), obtained from third-parties or obtained in connection with business combinations. Capitalized patent costs are amortized utilizing the straight-line method over their remaining economic useful lives, ranging from one to ten years. Certain patent application and prosecution costs incurred to secure additional patent claims, that based on management’s estimates are deemed to be recoverable, will be capitalized and amortized over the remaining estimated economic useful life of the related patent portfolio.

Intangible Assets – Short Term Note and Royal Bees Stock

As part of the Share Exchange Agreement with Royal Bees, the Company inherited a short term note for $145, 000 payable in cash no later than May 28, 2015; the annual interest is 6% and is payable at the same time the note is retired, with  interest accrued monthly.  The Company has the option to satisfy the $145, 000 payable with 725,000 shares ($0.20 per share) of post-Merger common stock of the Company.

As part of the Share Exchange Agreement with Royal Bees, the Company received 10,855,000 shares of Royal Bees stock which is valued at $0.001per share.

Impairment of Long-lived Assets.

The company reviews long-lived assets and intangible assets for potential impairment annually (quarterly for patents) and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the sum of the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows.

Fair value is generally estimated using the “Income Approach,” focusing on the estimated future net income-producing capability of the patent portfolios over the estimated remaining economic useful life. Estimates of future after-tax cash flows are converted to present value through “discounting,” including an estimated rate of return that accounts for both the time value of money and investment risk factors. Estimated cash inflows are typically based on estimates of reasonable royalty rates for the applicable technology, applied to estimated market share data. Estimated cash outflows are based on existing contractual obligations, such as contingent legal fee and inventor royalty obligations, applied to estimated license fee revenues, in addition to other estimates of out-of-pocket expenses associated with a specific patent portfolio’s licensing and enforcement program. The analysis also contemplates consideration of current information about the patent portfolio including, status and stage of litigation, periodic results of the litigation process, strength of the patent portfolio, technology coverage and other pertinent information that could impact future net cash flows.

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

Business segments

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of March 31, 2015.

Fair Value of Financial Instruments

The Company’s financial instruments at March 31, 2015 consist principally of short term instruments which are financial liabilities with carrying values that approximate fair value.  The Company determines the fair value of these liabilities based on the effective yields of similar obligations. The Company believes all of the financial instruments’ recorded values approximate fair market value because of their nature and respective durations.

The Company complies with the provisions of ASC No. 820-10 (“ASC 820-10”), “Fair Value Measurements and Disclosures.”  ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

 ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, which  are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

 Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

Recent Accounting Pronouncements

 On June 10, 2014, the FASB issued , Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which eliminates the concept of a development stage entity (DSE) in its entirety from current accounting guidance. The Company has elected early adoption of this new standard.

The Company has implemented all other new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

3.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has not established any revenue source and has incurred operating losses, and as of March 31, 2015 the Company had a working capital deficit of $302,476 and an accumulated deficit of $232,476. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

4.

Income Taxes

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

		3/31/2015		3/31/2014
U.S statutory rate			35 %		35 %
Less valuation allowance			-0.35 %		-0.35 %
Effective tax rate			0 %		0 %

The significant components of deferred tax assets and liabilities are as follows:

		3/31/2015		3/31/2014
Deferred tax assets
Net operating losses		$	232,476	$	212,201
Deferred tax liability			-		-
Net deferred tax assets			81,367		74,270
Less valuation allowance			(81,367)		(74,270)
Deferred tax asset - net valuation allowance		$	-	$	-

 

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Fitweiser Holdings, Inc.

(Formerly - Royal Bees Company, Inc.)

(A Development Stage Company)

Notes to the Financial Statements

The Company has a net operating loss carryover of approximately $232,476 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of December 31, 2013.

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period November 14, 2013(inception) through March 31, 2015, there were no income taxes, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Nevada state jurisdiction.  We are not currently involved in any income tax examinations.

5.

Short Term Note Payable

On November 29, 2013, the company issued an unsecured promissory note payable to an individual for $75, 000. The note payable bears interest at 10 % per annum and all principal and accrued interest is due on December 1, 2014; the note was extended to July 20, 2015. Since the term of the note payable is less than 12 months, the entire amount of the principal and accrued interest is presented as a current liability.  A Revised Promissory Note for an additional $25,000 was signed in December 014 with principal and interest (8%) due July 30, 2015. At March 31, 2015 accrued interest on the overall note payable is $10,833.

 

The note payable contains language which indicates that both parties have discussed in principal the terms of a conversion provision to the note payable, but only in the event that both parties execute a separate agreement. Until such an agreement is executed. The note payable is not convertible into common stock of the Company.

On November 15, 2013 the company issued a note for $67,500 in the purchase of assets for its intangible asset portfolio. This note has no stated interest rate and is payable by July 31, 2014. This agreement was extended to pay the entity $17,500 in the event the company closes any new round of debt and/or equity financing of $200,000 or more. Additionally, the company and the entity agreed to extend the July 31, 2014 date to May 28, 2015.

On May 28, 2014, the company, in a Share Exchange Agreement with Royal Bees Company, Inc. (whereby the surviving entity was Fitweiser Holdings, Inc). took over an unsecured promissory note payable to World Venture for $145,000. The note payable bears interest at 6% per annum and all principal and accrued interest is due on May 28, 2015. Since the term of the note payable is 12 months old, the entire amount of the principal and accrued interest is presented as a current liability. At March 31, 2015 accrued interest on the note payable is $7,320.

In the third quarter, Rudy Campidonica, CEO, paid two invoices to two vendors for legal fees on behalf of the company totaling $5,526.00 with the promise by the company to reimburse him by December 31, 2014; this was done on January 2, 2015.

 

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6.

Related Party Transactions

Sale of Common Stock

Upon incorporation, the founder of the Company, who is also the CEO and Chairman, purchased 500,00 shares of the company’s common stock for a total of $500 at a per share cash price of $0.001. On February 18, 2014 Red Rock Servicing purchased 1,000,000 shares of the company’s common stock for a total $1,000 at a per share cash price of $0.001.

In July 2014, the CEO consulting agreement was extended to May 21, 2015. Some provisions are to defer or pay the CEO for his consulting services and health benefits depending on how and when financing can be secured.

In the third quarter, Rudy Campidonica, CEO, paid two invoices to two vendors for legal fees on behalf of the company totaling $5,526.00 with the promise by the company to reimburse him by December 31, 2014; this was done on January 2, 2015.

Technology Assignment Release Agreement

As discussed in Note 7, the Company has agreed to the terms of a technology assignment agreement with an individual who is the owner of two patent applications which will be treated as purchased intangible assets upon its completion. The technology assignment agreement was originally negotiated by an entity owned by the CEO of the Company, which is a related party. As consideration for negotiating the agreement, and in concert with the Company entering into the technology assignment with the patent application holder, the Company simultaneously entered into a release agreement with the entity owned by the CEO of the Company which released all rights and claims the entity owned by the CEO had to the patent applications. As consideration for the release all rights and claims, the entity owned by the CEO of the company received a non-refundable deposit of $7,500. Additionally, if the Company is able to successfully execute the technology assignments agreement, which is to be completed on or before July 31, 2014, the entity owned by the CEO will receive $67,500 within five business days of the execution of the technology assignment agreement. This agreement was extended to pay the entity $17,500 in the event the company closes any new round of debt and/or equity financing of $200,000 or more. Additionally, the company and the entity agreed to extend the July 31, 2014 date to May 28, 2015. The entity owned by the CEO of the Company will also receive a royalty and lump-sum payment on the future commercial product sales similar to the seller of the intellectual property. The initial payment of $7,500 was satisfied in January 2014 and is presented as a related party payable on the balance sheet at December 31, 2013.

During January of 2014 the company completed the following related party transactions which were classified as expense by the company. In July 2014, the consulting agreements for Soriano, Tuthill, Jason Campidonica, Red Rock Servicing, Langdon, and O’Hara were extended from January 31, 2015 to May 28, 2015, with some provisions to pay the consultants in stock in the event that the company has not completed a Qualified Round of Financing of $1,500,000 or more by January 31, 2015; these provisions were not exercised by the company.

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		Consulting Shares
		Authorized			Consulting fees
Michael Soriano		7,450,000			500
Steve Tuthill		7,450,000			500
Jason Campidonica		800,000			800
Red Rock Servicing		6,450,000			-
John Rosati		150,000			-
Michael Hensley		150,000			50
J. Scott Buono		50,000			50
Harry Tachian		50,000			50
Rudy Campidonica		40,500,000			500
Harry L Langdon		7,450,000			500
Mary O'Hara		3,000,000			500

Upon the execution of the  May 28, 2014 Share Exchange Agreement with Royal Bees Company, Inc. (RBC), the Company received an additional 10,855,000 shares of common stock valued at $.001/share from RBC shareholders. These shares are in addition to the 75,000,000 existing shares from Fitweiser, Inc. to total 85,855,000 shares of common stock now in Fitweiser Holdings, Inc. Each of the 25 RBC shareholders has 220,000 shares or less, except for the former CEO, Vladimir Lyashevskiy, who has 10,000,000 common shares of Fitweiser Holdings, Inc.

7.

Commitments and Contingencies

Technology Assignment Agreement

The Company has agreed to the terms of a technology assignment agreement with an individual who is the owner of two patent applications relating to technology for resistance exercise equipment. The agreement is contingent on the Company executing a first round of financing no later than July 31, 2014. The agreement may be terminated by the owner of the patent application if the financing has no taken place before August 31, 2014.  In July 2014, the company and the individual agreed to extend the July 31, 2014 agreement to May 28, 2015.Upon closing of the technology assignment agreement, the Company shall pay cash payment of $50,000 and enter into a five-year consulting service agreement with the owner of the patent applications for support services in developing technology. The consulting service agreement includes time commitment minimums at $150 per hour and contains a performance bonus provision of up to $50,000 based on the first date of production of the primary unit. The Company will also pay a royalty and lump-sum payment to the seller on future commercial product sales. The company paid the individual $214.00 for a patent application fee in July 2014.

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 ITEM 2.  PLAN OF OPERATIONS

FORWARD-LOOKING STATEMENT NOTICE

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

Description of Business.

The Company is a development stage entity that is engaged in the development and monetization of intellectual property worldwide. The Company's intellectual property (IP) portfolio consists of patent applications and an agreement to acquire patents covering analog and digital wireless communications and telecom, mobile technologies, cyber security and internet search and storage for business, consumer and government clientele. The Company’s patent applications have been developed internally.

Applications for our IP include dynamic, interactive and media-rich text, audio, video and virtual content and systems delivered through landline/cable and wireless broadband, Wi-Fi, Bluetooth, Near Field Communications (NFC) and other Rapidly Emerging Technologies serving multiple industry sectors that can include portable apps used in smart devices including cell phones, tablets, mobile and other devices for user-defined on and offline communications that encompass networking, input and output permission-based and/or restricted access, authentication, activation, recognition and monitoring for end-user demographic profiling and usage capture, audience capturing, data aggregation, interactive personalized targeting, site and/or cloud-based storage and search.

Entities that want to develop their own implementation of the Fitweiser patented or patent pending techniques to support uses that are covered by our patent portfolio for establishing secure or otherwise unique encrypted communication links, can purchase a patent license. The number of patents licensed, and therefore the cost of the patent license to those entities, will be negotiated based upon which of the patents are used in a particular product or service. These licenses will typically include an initial license fee, as well as an ongoing royalty.

We believe that the market opportunity for our cyber security and other unique software and technology solutions is large and expanding with increasing security requirements for the next generation 4G/LTE Advanced wireless networks and Machine-to-Machine (M2M) communications in various areas. Market sectors will include, but are not limited to government agencies (including Military), healthcare, hospitality, financial services and/or transactions including retail products and services, social networks, local and community services, entertainment, business, home and transportation. We also believe that all 4G/LTE Advanced mobile devices will require additional unique identities to prevent cyber-attacks as more users choose wireless for all of their communications, transactions and/or entertainment needs.

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Competition

We have identified defined niches that are underserved and believe will embrace our software and technology. At this time, we do not believe that “direct” competition exists because we have identified defined niches that are underserved. However, on a broader basis, we certainly will face competition from firms who focus on wireless communications, internet and/or other emerging technologies that require secure environments and/or applications used in conjunction with cell phones and/or tablets. Therefore, we have identified three companies that we believe are at least in the business of developing significant patent portfolios to be licensed and/or purchased. The companies we have identified within the wireless and/or internet community are Parkervision, VirnetX and Vringo with a brief description of each as was found from public sources on the internet:

ParkerVision (PRKR)

Parkervision is focused on the commercialization of its proprietary RF communication technologies that enable significant advancements in wireless products and services. These technologies are described collectively as Energy Signal Processing™ (ESP). ESP optimally processes RF waveform energy, eliminating costly and inefficient circuit processes inherent in traditional RF designs.

VirnetX (VHC)

The VirnetX portfolio of intellectual property is the foundation of their business model.  They currently own over 45 United States and foreign patents, as well as several pending U.S. and foreign patent applications.  Their patent portfolio is primarily focused on securing real-time communications over the Internet, as well as related services such as the establishment and maintenance of a secure domain name registry.  Their patented methods also have additional applications in operating systems and network security.

Vringo (VRNG)

Vringo, Inc. is engaged in the innovation, development and monetization of mobile technologies and intellectual property. Vringo's patent portfolio consists of 31 patents and applications, 11 of which have been granted. Through a recently completed merger with Innovate/Protect, Vringo owns a portfolio of eight patents acquired from Lycos, Inc. Vringo operates a global platform for the distribution of mobile social applications and services including Facetones® and Video Ringtones which transforms the basic act of making and receiving mobile phone calls into a highly visual, social experience.

Employees

At the present time we have no employees. The Company utilizes consultants and advisors for various tasks as required.

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Results of Operations – Three Months Ended March 31, 2015

We have experienced losses since inception.  We generated $0 in revenues from operations during the three month period ended March 31, 2015.  For the three months ended March 31, 2015, our expenses were $15,600 plus accrued interest of $4,675, giving us a net loss for the three months ended March 31, 2015 of $20,275. Consulting fees of $10,500 were the largest expenses during this period.

Results of Operations – Three Months Ended March 31, 2014

We have experienced losses since inception.  We generated $0 in revenues from operations during the three month period ended March 31, 2014.  For the three months ended March 31, 2014, our expenses were $105,009. Included in this number are legal fees of $12,500, consulting fees of $14,650 and $73,500 for stock sold less than par value. We also had $1,875 accrued interest expense giving us a net loss for the three months ended March 31, 2014 of $106,884. 

Liquidity and Capital Resources

We have $16,111 cash on hand. Our liabilities were $339,453 which included $18,153 in accrued interest, and $245,000 in notes payable, and our current assets were $22,941 leaving us with a working capital deficit of $302,476. With our liquidity and capital resources are limited. Accordingly, our ability to initiate our plan of operations and continue as a going concern is currently dependent on our ability to either generate significant new revenues or raise external capital.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required by smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES.

 (a) Evaluation of Disclosure Controls and Procedures.  The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting and procedures was effective as of September 30, 2014.

 (b) Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

 

ITEM 1A.  RISK FACTORS

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During January of 2014 the company issued the following securities:

					Consulting Shares
					Authorized
Michael Soriano					7,450,000
Steve Tuthill					7,450,000
Jason Campidonica					800,000
Red Rock Servicing					6,450,000
John Rosati					150,000
Michael Hensley					150,000
J. Scott Buono					50,000
Harry Tachian					50,000
Rudy Campidonica					40,500,000
Harry L Langdon					7,450,000
Mary O'Hara					3,000,000

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

Exhibit No.	Title of Document	Location
31	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
32	Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*	Attached

* The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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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, thereunto duly authorized.

FITWEISER HOLDINGS, INC.

(FORMERLY - ROYAL BEES COMPANY, INC.)

                                             

Date: April 28, 2015

By: /s/ Rudy Campidonica

Rudy Campidonica, CEO

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