PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT DATED MARCH 31, 2005)
REGISTRATION NO. 333-122213
BRAVO! FOODS INTERNATIONAL CORP.
This prospectus supplement supplements the prospectus included in the
registration statement dated March 31, 2005 relating to the resale by certain of
our stockholders of shares of our common stock issuable upon conversion of our
convertible notes. You should read this prospectus supplement in conjunction
with the prospectus. This prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.
The purpose of this prospectus supplement is to correct disclosure in the
prospectus related to the identity of and allocation of shares to the selling
stockholders. The information appearing under the heading "Selling Stockholders"
in the prospectus is hereby amended and restated as follows:
SELLING STOCKHOLDERS
The table below sets forth information concerning the resale of the
shares of common stock by the selling stockholders. We will not receive any
proceeds from the resale of the common stock by the selling stockholders. We
will receive proceeds from the exercise of the warrants. Assuming all the shares
registered below are sold by the selling stockholders, none of the selling
stockholders will continue to own any shares of our common stock.
The following table also sets forth the name of each person who is
offering the resale of shares of common stock by this prospectus, the number of
shares of common stock beneficially owned by each person, the number of shares
of common stock that may be sold in this offering and the number of shares of
common stock each person will own after the offering, assuming they sell all of
the shares offered.
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Total
Shares of
Common
Stock Total
issuable Percentage Shares of
Upon of Common Common Beneficial Percentage Percentage
Conversion Stock, Stock Ownership of Common Beneficial of Common
of Assuming Included Included in Stock Ownership Stock
Debentures Full in Prospectus Owned After the Owned
and/or Conversion Prospectus ** Before Offering(3) After
Name(2) Warrants (1) Offering Offering
(3)
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Alpha Capital 6,916,667 15.35% Up to 5,076,557 9.99% -- --
Aktiengesellschaft 8,375,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Longview Fund LP 6,216,667 13.85% Up to 5,076,557 9.99% -- --
7,425,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Stonestreet Limited 7,283,333 16.42% Up to 5,076,557 9.99% -- --
Partnership 9,075,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Whalehaven Funds 3,816,667 9.37% Up to 4,775,000 9.37% -- --
Limited 4,775,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
MID-AM Capital, L.L.C. 10,333,333 20.62% Up to 5,076,557 9.99% -- --
12,000,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Libra Finance, S.A 218,750 *** Up to 218,750 *** -- --
218,750
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Bi-Coastal Consulting 120,833 *** Up to 181,250 *** -- --
Corp. 181,250
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Stonestreet Corporation 179,167 *** Up to 268,750 *** -- --
268,750
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Gem Funding LLC 95,833 *** Up to 143,750 *** -- --
143,750
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Momona Capital Corp. 2,450,000 7.00% Up to 3,475,000 7.00* -- --
3,475,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
Ellis International 2,450,000 7.00% Up to 3,475,000 7.00* -- --
Ltd. 3,475,000
shares of
common
stock
------------------------ ------------ ------------- ------------ ------------- ------------ ------------- ------------
* This column represents an estimated number based on a conversion price as of a
recent date of March 25, 2005 of $.15 with respect to the convertible debentures
issued in June 2004 and $.10 with respect to the convertible debentures issued
in October 2004 and December 2004, divided into the principal amount.
** These columns represents the aggregate maximum number and percentage of
shares that the selling stockholders can own at one time (and therefore, offer
for resale at any one time) due to their 9.99% limitation.
***Less than one percent.
The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholders has sole or shared voting power or investment power and
also any shares, which the selling stockholders has the right to acquire within
60 days. The actual number of shares of common stock issuable upon the
conversion of the convertible debentures is subject to adjustment depending on,
among other factors, the future market price of the common stock, and could be
materially less or more than the number estimated in the table.
(1) The actual number of shares of common stock offered in this prospectus, and
included in the registration statement of which this prospectus is a part,
includes such additional number of shares of common stock as may be issued or
issuable upon conversion of the convertible debentures and exercise of the
related warrants by reason of any stock split, stock dividend or similar
transaction involving the common stock, in accordance with Rule 416 under the
Securities Act of 1933. However the selling stockholders have contractually
agreed to restrict their ability to convert their convertible debentures or
exercise their warrants and receive shares of our common stock such that the
number of shares of common stock held by them in the aggregate and their
affiliates after such conversion or exercise does not exceed 9.9% of the then
issued and outstanding shares of common stock as determined in accordance with
Section 13(d) of the Exchange Act. Accordingly, the number of shares of common
stock set forth in the table for the selling stockholders exceeds the number of
shares of common stock that the selling stockholders could own beneficially at
any given time through their ownership of the convertible debentures and the
warrants. In that regard, the beneficial ownership of the common stock by the
selling stockholder set forth in the table is not determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(2) Seymour Braun has investment authority and voting power over all securities,
including the shares of common stock underlying any convertible debenture,
convertible preferred stock and warrants held by Libra Finance, S.A. Among other
investment activities, Libra advises investors on financially assisting small
companies in need of capital. Mid-Am, a limited liability company headquartered
in Kansas City, Missouri, is a finance affiliate of Dairy Farmers of America,
Inc. Gerald L. Bos, the CEO and Treasurer of Mid-Am, has voting and dispositive
control over securities held by Mid-Am. Longview Fund LP is a California limited
partnership. S. Michael Rudolph may be deemed the control person of the shares
owned by such entity, with final voting power and investment control over such
shares. Alpha Capital Aktiengesellschaft is a private investment fund that is
owned by all its investors and managed by Mr. Konrad Ackerman. Mr. Konrad
Ackerman may be deemed the control person of the shares owned by such entity,
with final voting power and investment control over such shares. Bicoastal
Consulting Corp is a New Jersey corporation. Peter Benz may be deemed the
control person of the shares owned by such entity, with final voting power and
investment control over such shares. Stonestreet Limited Partnership is a
private investment fund that is owned by all its investors and managed by Ms.
Libby Leonard and Mr. Michael Finkelstein. Ms. Libby Leonard and Mr. Michael
Finkelstein may be deemed control persons of the shares owned by such entity,
with final voting power and investment control over such shares. Whalehaven
Funds Limited is a professional hedge fund incorporated in Bermuda. The control
persons are Evan Schemenauer, Arthur Jones, and Jennifer Kelly, directors.
Michael Finklestein, the President of Stonestreet Corporation, may be deemed the
control person of the shares owned by Stonestreet Corporation with final voting
power and investment control over such shares. Gem Funding LLC is a Limited
Liability Company, and Cory Weisblum, President may be deemed the control person
of the shares owned by such entity, with final voting power and investment
control over such shares. Arie Rabinovitz, the President of Momona Capital
Corp., may be deemed the control person of the shares owned by Momona Capital
Corp. with final voting power and investment control over such shares.. Wilhelm
Ungar may be deemed the control person of the shares owned by Ellis
International Ltd. with final voting power and investment control over such
shares.
(3) Assumes that all securities registered will be sold.
INVESTING IN OUR COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES INVOLVES
RISKS THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is May 19, 2005