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): January 31, 2005
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its amended charter)
Delaware 0-20549 62-1681831
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408 USA
(Address of principal executive offices)
(561) 625-1411
Registrant's telephone number
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(Former name or former address if changed since last report)
Item 3.02
On January 31, 2005, the Company closed a funding transaction with five
institutional investors for the issuance and sale to the Subscribers up to
$2,300,000 of principal amount of promissory notes of the Company convertible
into shares of the Company's common stock, and Warrants to purchase shares of
common stock at 100% coverage of the common stock issuable in accordance with
the principal amount of the notes. One Million One Hundred Fifty Thousand
Dollars ($1,150,000) of the purchase price shall be payable on an initial
closing date and One Million One Hundred Fifty Thousand Dollars ($1,150,000)
of the purchase price will be payable within five (5) business days after the
actual effectiveness of an SB-2 Registration Statement as defined in the
Subscription Agreement.
The initial closing notes shall be at prime plus 4% interest in the
aggregate amount of $1,150,000, plus five-year Warrants for the purchase of,
in the aggregate, 9,200,000
shares of common stock, at the lesser of (i) $0.16, or (ii) 101% of the
closing bid price of the Common Stock as reported by Bloomberg L.P. for the
OTC Bulletin Board for the trading day preceding the Closing Date. The notes
are convertible into shares of common stock of the Company at $0.125 per
common share. Conversions are limited to a maximum ownership of 9.99% of the
underlying common stock at any one time.
The notes have a maturity date two yeas from closing and are payable in
twelve equal monthly installments, commencing June 1, 2005. The installment
payments consist of principal equal to 1/20th of the initial principal amount
which, subject to certain conditions concerning trading volume and price, can
be paid in cash at 103% of the monthly installment, or common stock or a
combination of both. The notes have an acceleration provision upon the
change in a majority of the present Board of Directors except as the result
of the death of one or more directors, or a change in the present CEO of the
Company.
The Company shall issue common stock in the aggregate amount of 460,000
shares plus the aggregate cash amount of $57,500 for due diligence fees to
the investors in this transaction.
Exhibits.
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none
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.
Bravo! Foods International Corp.
Date: February 2, 2005 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel