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): December 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 December 29, 2004, the Company closed a funding transaction with
Momona Capital Corp. and Ellis International Ltd. for the issuance of
convertible 10% notes in the aggregate amount of $200,000 and five-year "C"
warrants for the purchase of, in the aggregate, 800,000 shares of common
stock, at $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 $10,000 to the
investors upon
identical terms as the principal notes, as a finder's fee, and paid $3,500 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 an amendment to an October 29, 2004
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: December 29, 2004 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.,
Vice President, General Counsel