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): October 29 , 2004
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 October 29, 2004, the Company entered into Subscription Agreements
with Longview Fund, LP, Alpha Capital Aktiengesellschaft, Whalehaven Funds
Limited and Stonestreet Limited Partnership for the issuance of convertible
10% notes in the aggregate amount of $550,000 and five-year "C" warrants for
the purchase of, in the aggregate, 2,200,000 shares of common stock, at $0.15
per share, and the repricing of five-year "A" warrants, issued June 30, 2004
for the purchase of, in the aggregate, 3,200,000 shares of common stock, from
$0.25 to $0.15 per share. The notes are convertible into shares of common
stock of the Company at $0.10 per common share. Conversions are limited to a
maximum ownership of 9.99% of the underlying common stock at any one time.
The notes are payable in twelve equal monthly installments, commencing May 1,
2005. The installment payments consist of principal and a "premium" of 20% of
the principal paid per installment. The Company has the option to defer such
payment until the note's maturity date on April 30, 2006, if the Company's
common stock trades above $0.15 for the five
trading days prior to the due date of an installment payment and the
underlying common stock is registered. In connection with this transaction,
the Company issued additional notes, without attached warrants, in the
aggregate amount of $27,500 to Gem Funding, LLC, Bi-Coastal Consulting Corp.,
Stonestreet Limited Partnership and Libra Finance, S.A upon identical terms
as the principal notes, as a finder's fee, and paid $12,500 in legal fees.
The common stock underlying all notes and warrants carry registration rights.
The Company issued the convertible notes and warrants to accredited
investors, pursuant to a Regulation D offering.
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: November 1, 2004 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel