High Performance Beverages Comp. (TBEV)

[my2Mustangs]

Similarities with another "GHS" deal.

This prospectus relates to the resale of up to 374,995,109 shares of common stock of ??????????? (“we” or the “Company”), par value $0.00001 per share (the “Common Stock”), issuable to ??????pursuant to the Equity Purchase Agreement. The Equity Purchase Agreement permits us to “put” up to $5,000,000 in shares of our Common Stock to GHS over a period of up to twenty-four (24) months commencing from the effectiveness of the registration statement, or until the termination of the Equity Purchase Agreement in accordance with the terms and provisions thereof (the “Open Period”). We will not receive any proceeds from the resale of these shares of Common Stock. However, we will receive proceeds from the sale of securities pursuant to our exercise of the put right offered by GHS

A 3rd similarity is that the shares have to be registered with the SEC before any of the "equity funding" can be touched.

Here are some of the "devil is in the details"

Pursuant to the terms of the Equity Purchase Agreement, GHS committed to purchase up to $5,000,000 of our Common Stock during the Open Period. From time to time during the Open Period, we may deliver a drawdown notice to GHS which states the dollar amount that we intend to sell to GHS on a date specified in the put notice (the “Put Notice”). The maximum investment amount per notice shall be twice the average of the trading volume in dollar for the Company’s Common Stock during the ten (10) trading days preceding the date of the Put Notice, but in no event lower than five thousand ($5,000) dollars or higher than one hundred thousand ($100,000) dollars without prior approval of GHS. The total purchase price to be paid, in connection to the Put Notice, by GHS shall be calculated at a thirty percent (30%) discount to the average of the two (2) lowest closing bid prices of the Company’s Common Stock during the five (5) consecutive trading days immediately after the applicable Put notice date, notwithstanding certain provisions pursuant to the Equity Purchase Agreement

If/when the S-1 is filed, we'll get the details that TBEV didn't want to give in the PR and we'll see just how close the details are to the other "non-toxic" deal that a "GHS" struck with another share selling scheme.

Another detail that was released in the S-1 was that there was a "commitment fee" whereby the company had to give GHS about 1.4B shares as a fee.

Time will tell when/if TBEV files the S-1 as required by GHS.