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): April 21, 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 April 21, 2005, the Company closed a funding transaction with one
institutional investor for the issuance and sale to the Subscriber of a
promissory note of the Company in the principal amount of $300,000. The
promissory note bears 10% interest and is convertible into shares of common
stock of the Company at $0.20 per common share. Conversions are limited to
a maximum ownership of 9.99% of the Company's common stock at any one time.
The note has an October 31, 2005 maturity and is payable in five
equal monthly installments, commencing June 1, 2005. The installment
payments consist of principal equal to 1/5th of the initial principal
amount plus accrued interest. Installments can be paid in cash or common
stock valued at the average closing price of the Company's common stock
during the five trading days immediately preceding the relevant installment
due date. The Company has repriced Class B Warrants issued on June 30,
2004 from $2.00 per share
to $0.125 per share, and shall issue common stock in the aggregate amount
of 93,750 shares for finder's fees to a third-party to facilitate this
transaction.
The Company has the right to prepay the promissory note by paying to
the holder cash equal to 120% of the principal to be prepaid plus accrued
interest. 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.
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: April 22, 2005 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel