Action Plan 2014

Preliminary Draft - March 2014

This document is strictly confidential and is not to be construed as an offer to sell nor
should it be construed as a solicitation of an offer to purchase securities of the company.
All such offers will only be made in strict accordance with applicable securities laws.
PREFACE
The global Wine & Spirits market is a $391B USD per year industry. World spirits consumption is forecasted to increase by 24.0% in volume
and 22.5% in value over the next 10 years (IWSR forecast). It is an industry heralded for its consistency and stability, it is also an industry that
grows almost soley through acquisition. For the large global Wine & Spirit players, such as Constellation, Beam Global, Diageo, Pernod
Ricard, Bacardi, Brown-Forman, Moet Hennessy, etc., growth is almost 100% through acquisition with significant annual M&A activity. Annual
sales of 50,000 cases places one soundly on the radar of potential suitors, with no independent spirit brand surpassing the 100,000 case
mark without eventually being acquired. This established industry benchmark, along with the historical average acquistion price of $1,000 per
case, provides both clear and well defined metrics.

TOP SHELF BRANDS

Top Shelf Brands Holdings (topshelfbrands.com) is a marketer and supplier of unique and innovative alcohol beverage brands, specializing in
dynamic brand creation and strategic identity marketing for its products to the U.S marketplace. Currently the Company develops, imports,
markets and supplies branded alcoholic beverages with an initial offering of Champagne, Tequila, and Bourbon. The Company is now poised
to acquire an innovative low calorie Liqueur brand and an ultra-premium Tequila brand. We are dedicated to creating brands people talk about."
Our vision is to become the best brand builder in the industry by engaging the consumer and trade with flawless execution, creativity and
commitment to our brands. Within the next 2 to 3 years the company aims to have created, acquired, or represent 6-10 nationally recognized
brands, each attaining the 50,000 cases depletion mark, with double digit growth, and thus soundly on the acquistion radar.

As a publicly traded entity we are committed to being fully transparent through all of our processes in order to gain confidence of both our
customers and shareholders. Our management team is a primary asset in the development of our brands and trademarks, bringing experience
within all areas of the spirits business including branding, marketing and distribution. We believe that strong corporate governance practices
are not only good for our shareholders and but are a key to our very foundation. We are resolutely dedicated to maintaining these practices and
upholding our core values. Our process and financial well being will be fully audited as governed through the securities exchange commission.

OUR GOAL
Top Shelf Brands sees a unique opportunity within the markeplace. Growth in the industry continues to be via acquisition. The major industry
players simply do not engage in meaningful R&D, they simply wait until an independent, entrepreneur, though sacrficfice, dedication, and hard
work, along with a healthy dose of passion, puts a brand on its radar. We believe within this on going circle is a clear and exciting opportunity.
Top Shelf Brands aims to fill a unique void in the marketplace, as an industry brand incubator. From creating in-house brands to acquiring up
and coming brands at infancy stages as well as simply assisiting new brands in the markeplace, Top Shelf Brands aims to create a new
platform within the industry born out of both opportunity and neccessity.

COMPANY MISSION
Within the next 2-3 years, the company intends to create 6-10 nationally recognized brands, including:

One new 100% natural low-calorie proprietary Liqueur. One new sub-premium Tequila.
One new premium Chanmpagne. One new eco-friendly packaging Wine label.
One new super-premium American Bourbon. One new ultra-premium organic Tequila.

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THE OBJECTIVE
Capital provided to date by initial investment was primarily used for corporate restructuring, OTC filings, legal and related regulatory fees. The
Company is now poised to acquire two brands, Besado Tequila, aimed at the premuim luxury tequila segment with exceptional packaging,
and Dziaq Liqueur (pronounced 'dee-zee-ack'), an innovative low-calorie pomegranate, lychee and dragon fruit, vodka-based liqueur. Both
were initially launched in Miami, Florida through the nation's top distributor - Southern Wines & Spirits of Florida. Both of these unique brands
are exceptional opportunites that are poised for national growth. These two brands, along with a new super-premium blended Anejo Tequila
label, and a Champgane label through a strategic partnership with Origin Brands that includes a unique celebrity tied activation with a high
profile music artist, will round out our intial portfolio.

USE OF FUNDS - $300,000

Proceeds of this offering will complete IP transfer of ownership of all related brands to Top Shelf Brands Holdings, set manufacturing and
supplier foundations, complete comprehensive brand identities, and commence pre-launch initiatives for all brands. Use of proceeds will be
primarily focused on setting the neccessary corporate foundation of the company. Funds will complete acquistion of DZIAQ liqueur and
BESADO tequila, two brands with tremendous upside that will clearly illustrate Top Shelf Brands commintment and objectives. IP transfer wil
be intialized and production and supplier relations will be negotiated. Additionally, further efforts will be on regulatory compliance, corporate
identity, updated website, formal mangement proforma, and the essential tools required to move Company forward for future offerings.

ADMINISTRATIVE & PRE-MARKETING

(Infrastructure development, preliminary sourcing)
$25,000 (50%)
BRAND ACQUSITION
(Acquisition payment for Dziaq Liqueur & Besado Tequila)
$50,000 (16.5%)
BRAND DEVELOPMENT & PRODUCTION
(Bourbon, Champagne, TTB, proprietary formulas, brand identity & design)
$100,000 (16.5%)
SUPPORT MATERIALS
(Corporate brand identity, business proforma, corporate website)
$75,000 (8.5%)
LEGAL & COMPLIANCE
(Corporate, trademark, regulatory SEC filings, OTC uplisting)
$50,000 (8.5%)

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Dziaq Liqueur represents a potential first-to-market opportunity to introduce a 100% natural low calroie liqueur beverage offering. Increased
consumer awareness to heath and wellness has resulted in greater expectations with an active consciousness towards healthier lifestyle
choices. While it must be made clear, that an alcohol beverage could never be marketed as healthy offerings made with natural
ingredients and reduced calories certainly could represent a healthier alternative. We strongly believe that a low-calorie, 100%
natural low-calorie liqueur will resonate with today's consumer and trade alike.

This brand has recieved over $2M in initial investment and promotions, with over 50 MILLION HITS ON YOUTUBE alone from
various music integrated applications. With Top Shelf Brands network we can reduce direct costs by 50% and indirect costs by over 60%.

DZIAQ Videos:
Game Ft. Justin Timberlake & Pharrell - Ain't No Doubt About It, Akon Ft. Lil Wayne & Young Jeezy - Im So Paid, Black Dada Ft. Rick Ross
& Birdman - Imma Zoe Remix, DJ Khaled - Ft. Young Jeezy, Rick Ross & Schife - Put Your Hands Up Ace Hood Ft. Akon & T-Pain - Over-
time , Ace Hood Ft. Rick Ross & Jazmine Sullivan - Champion , Hustle Holicz - 'I'm So Throwed Off'

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INVESTMENT HIGHLIGHTS
Early Movers/Innovation. Potential first-to-market opportunity. Incubation model could revolutionize the industry.
Eco-Strategy. From efforts to work with suppliers and manufacturers who exceed regulatory practice, partnering with ISO 14001
Environment certified companies, implementing the use of organic and biodynamic ingredients and developing more eco-friendly packaging
in an effort to reduce carbon footprints.

Solid & Flexible Business Plan. Strategic and cost effective outsourced production model. Comprehensive and focused grass roots
campaign with true competitive advantages. Can scale rapidly through capacity available at strategic partners.

Superior Management Team. Committed, principled and talented management with the experience necessary to reach and surpass
company's objectives.

Large Market Opportunity. A superior competitive position, proprietary product, tangible customer benefits, and future liquidity through
highly active industry M&A activity.

Attractive Deal Structure. A reasonable valuation of the venture at the time of investment, to provide a substantial return-on-investment
opportunity commensurate with risk. Strong Brand Equity. Emphasis on building solid brand equity via intellectual property content (i.e.
trademarks and unique designs) and proprietary product lines.

Stable Industry. Highlighting the industry's continued growth in 2012 and 2013 with continued out performance of the S & P 500 Index,
the Wine & Spirit industry is highly regarded for its relative stability. World spirits consumption is forecasted to increase by 24.0% in volume
and 22.5% in value over the next 10 years (IWSR forecast).

Brand Value. Absolut Vodka was purchased for $8.38 billion U.S. dollars and Patron Tequila recently turned down a $6 billion U.S. dollar
acquisition offer. Recently lesser known brands, with modest sales, such as Eppa Sangria and DeLeon Tequila were acquired for $50M and
$32M respectively.

SUMMARY
Top Shelf Brands believes it has the ability to cost-effectively create and acquire brands of liquor with superior quality and innovation. Most
importantly, Top Shelf Brands has a clear and focused approach. With a highly cost-effective and proven outsourced production model our
efforts are dedicated strictly to the task at hand brand building. Top Shelf Brands has devised a concise plan that is efficient, achievable and
most importantly produces measurable results. We believe when all facets are married together along with our key markets efforts a very
potent formula is created. Top Shelf Brands has ensured that it will be able to deliver on such a strategy through its extensive contacts already
in place.

The ultimate success of any company within the Wine & Spirit industry is the ability to create brand awareness that in turn creates demand. We
believe we have this ability and we believe we have the products. True innovation; tier one distribution access; strong grass roots marketing
plans along side a competitive edge in progressive branding creates a powerful mix and a we believe a powerful opportunity.

CONTACT:
Alonzo Pierce
Bank of America Center
700 Louisana St. Suite #3950
Houston, TX 77002
t. 832.390.2787
c. 832.544.1645
e. a.pierce@drinktopshelf.com

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