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): June 26, 2007
BRAVO!
BRANDS INC.
(Exact
name of registrant as specified in its amended charter)
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Delaware
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0-20539
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62-1681831
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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11300
US
Highway 1, Suite 400
North
Palm Beach, Florida 33408 USA
(Address
of principal executive offices)
(561)
625-1411
Registrant's
telephone number
(Former
name or former address if changed since last report)
Item
3.02
Unregistered Sales of Equity Securities
On
February 12, 2007, Bravo! Brands Inc. (the “Company”) entered into a
subscription agreement with and issued to three accredited Investors certain
Promissory Notes in the aggregate amount of $2,000,000. The Promissory Notes
issued on February 12, 2007 were due and payable on June 12, 2007, with interest
at the rate of 12% per annum. Upon the expiration of a three day grace period
upon default, a default interest rate increased to 18% per annum on any unpaid
principal balance. On June 12, 2007 the Company failed to pay the Promissory
Notes.
On
March
15, 2007, the Company entered into a subscription agreement with and issued
to
three different accredited Investors certain Promissory Notes in the aggregate
amount of $625,000. The Promissory Notes issued on March 15, 2007 were due
and
payable on June 12, 2007, with interest at the rate of 12% per annum. Upon
the
expiration of a three day grace period upon default, a default interest rate
increased to 18% per annum on any unpaid principal balance. On June 12, 2007 the
Company failed to pay the Promissory Notes.
As
a
result of the Company’s default in payment of the Promissory Notes, on June 20,
2007 all of the Investors filed an action against the Company in the Circuit
Court of the Twelfth Judicial Circuit, Sarasota County, Florida (the “Court”),
Case No. 2007 CA 007090 NC, and asserted failure to pay claims, plus sums due
for interest and penalties pursuant to the terms of the Promissory Notes (the
Action”). On June 25, 2007, the parties to the Action entered into a settlement
agreement (the “Settlement Agreement”) in which the Investors agreed,
inter alia,
to
dismiss the Action and release the Company of any further obligations under
the
Promissory Notes upon the payment in full of the Promissory Notes, plus interest
and default interest, through the issuance of the Company’s common stock to the
Investors at a price of $0.0377 per share, pursuant to Section 3(a)(10) of
the
Securities Act of 1933 (the “Act”).
On
June
26, 2007, the Court held a “fairness” hearing with respect to the Settlement
Agreement, pursuant to the rules and regulations promulgated under Section
3(a)(10) of the Act. On June 26, 2007, the Court entered an Order approving
the
Settlement Agreement as fair within the meaning of Section 3(a)(10) of the
Act.
The Court further ordered that the sale (issuance) of the Company’s common stock
to the Investors pursuant to the Settlement Agreement and the resale thereof
by
the Investors “will be exempt from registration under the Securities Act”
pursuant to Section 3(a)(10) of the Act. On June 26, 2007, the Company caused
to
be issued 72,524,853 shares of its common stock pursuant to the June 25, 2007
Settlement Agreement and June 26, 2007 Court Order approving same.
Item
9.01
Exhibits
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99.1
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June
26, 2007 Court Order
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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.
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Bravo!
Brand Inc.
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| Date: June
26, 2007 |
By: |
/s/ Roy
D.
Toulan, Jr. |
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Roy
D. Toulan, Jr., |
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Senior
Vice President
General
Counsel
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