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): August 21, 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
|
|
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
1.02
On
August
21, 2007, the Company received a notice of termination of its license agreement
with Masterfoods USA,
a
division of Mars, Incorporated, entered into on July 1, 2004. The notice
of
termination stated non-payment of minimum royalty guarantees and the Company’s
financial condition as the basis for termination.
Item
8.01
The
Company still is engaged in the process of seeking a third party “stalking
horse” in connection with the anticipated necessity of filing for protection
under Title 11, Chapter 11 of the United States Bankruptcy Code for a sale
of
its assets under Chapter 11, Section 363. Absent funding by a fully committed
“stalking horse”, the Company anticipates filing for liquidation under Title 11,
Chapter 7.
RISK
FACTOR:
Buying
common stock of companies in Chapter 11 bankruptcy is extremely risky and
is
likely to lead to financial loss. Although a company may emerge from bankruptcy
as a viable entity, generally, the creditors and the note holders become
the new
owners of the shares. In most instances, the company's plan of reorganization
will cancel the existing equity shares or will provide for minimal distribution
of funds to shareholders. This
happens in bankruptcy cases because secured and unsecured creditors are paid
from the company's assets before common stockholders. In a Section 363 sale
of
assets, the company does not continue as a viable entity and the proceeds
of the
sale of assets are distributed to the creditors in order of their preference,
starting with secured creditors. Generally, there are little, if any, funds
distributed to existing equity holders.
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!
Brands
Inc. |
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| Date:
August 24, 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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