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It's also on yahoo finance now.
Vol 1.3m P/E
1Y Target Est EPS -0.02
Beta -4.54 Div & Yield N/A
Recent Articles
HJOE - Git-R-Done-Energy Scores Big at The National Convenience Store Show
Accesswire Wed Oct 15 2014
Git-R-Done Energy (HJOE) Completes Successful Soft Product Launch
Marketwired Mon Oct 06 2014
Luxe I never doubted the products would sell good. But because of the pending conversions this year I waited to start buying around $0.01. And now have several million shares at a good average price. For me it was all about the timming. GLTA
News tomorrow Get Ready tomorrow will release exciting new about HJOE and @GitRDoneEnergy We are shipping lots of product its go time HJOE!
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HJOE Security Details
Share Structure
Market Value1 $1,665,941 a/o Oct 10, 2014
Shares Outstanding 208,242,586 a/o Oct 06, 2014
Float 150,000,000 a/o Oct 06, 2014
Authorized Shares 500,000,000 a/o Jun 23, 2014
GitRDoneEnergy
55 minutes ago ·
We are set up and ready to launch at the NACS Show in Vegas today. The team is looking forward to Gitting-R-Done in a big way for HJOE. We have already had tons of interest from other vendors wanting to carry the brand. Time to Rock N Roll!
The best time to buy a stock is when others see no value in it.
Both booth #406 which is new product display area and booth #618.
DENVER —Hangover Joe’s Holding Corporation. (OTCQB: HJOE) The maker of “The Hangover” Recovery Shot and developers of an innovative state of the art proprietary GitRDoneEnergy Shot with GitRDone Productions, Inc. and Larry the Cable Guy, announced yesterday its plans to share booth 406 at the upcoming National Convenience Store Convention from October 7 to 10, 2014 in Las Vegas, Nevada. Matthew Veal, CEO of Hangover Joe’s Inc., stated, “The National Association of Convenience Stores (NACS) show is the Super Bowl of convenience store trade shows. We are looking forward to showing the cstore industry the newest hottest selling item in the energy drink category for convenience stores, the new GitRDoneEnergy shot featuring Larry The Cable Guy. This is an energy shot that is totally different in design and function from what the market has seen before. Both retailers and consumers are looking for healthy choices in energy drinks with all the problems that have come about from too much sugar and caffeine in energy drinks. GitRDoneEnergy is a healthy choice and the next generation of energy drink being that it is an energy shot and yet a health and wellness drink. What makes this shot different is it’s the first energy drink powered with Astaxanthin, the world’s most powerful antioxidant, which helps increase energy by protecting mitochondria in which food is turned into energy. Historically we have done very well with our Hangover Joes Get Up N Go Hangover Recovery Shot at this show and believe we will also do the same with our new GitRDone Energy Shot. In our Company’s history, we have found our most success in the convenience store area to date. The Show is predicted to have thousands and thousands of attendees to cover an industry with more than 150,000 stores not including the additional thousands of bodega type convenience stores there are in the U.S. This should make the huge growth potential our company has very easy to see for anyone looking at our company.”
Shawn Adamson, Vice President of Marketing added “We believe this is the single biggest thing we can do towards achieving our remaining goals in calendar year 2014. As part of our arrangement to attend, we are entering into a new arrangement with our coexhibitor that should also assist us domestically and internationally. Our number one priority is to increase our advertising efforts and trade show presences in the coming twelve months to increase sales. It’s all about counters and turns and if we continue to do our job and land on more counters and create more turns then we are going to do very well with this company and grow revenue and stock price. The more we can sell, the more we can advertise, which in turn can increase our sales even more. There really is no other show like the NACS show as it puts buyers and sellers together plus it exposes our brands and products to national chains and distributors as well as Mom & Pops. It really is the perfect place to launch a new brand such as ours.”
Mike Jaynes, Chairman in his comments, reminded “NACS membership not only represents the bulk of the largest convenience store chains but has 70% of its membership with stores that are 10 stores or less. We feel strongly that the company is moving in the right direction and we are posed to GitRDone for HJOE. Energy drinks are now the fastest growing segment of the beverage market, and the timing is perfect for our brand to be shown in the NACS show. It is what the market is looking for, a product that provides energy and is good for you too, what a plus. We will be in booth #618 in the candy section again this year. With more than 390,000 square feet of exhibit space, the NACS Show is also one of the country’s top 50 trade shows, according to the Trade Show News Network’s Top 250 Trade Shows in the United States. Year after year, this bustling showcase, including the Cool
There are no April note holders converting in Oct. Only what Gel and Union will get.
james885 Wednesday, 09/24/14 02:22:36 PM
Re: jdkarns1965 post# 6220
Post # of 6270
Gel Properties and Union capital both get these amounts on these dates, so double them. So their well into their selling. Plus there were 4 note holders from March now likely converting. There are no new note holders from April to convert in October. This is why I waited until very recently to start buying. I now have no problem with buying at these levels and lower.
DATES PURCHASED AMOUNTS
August 1, 2014 $57,500
September 1, 2014 $57,500
October 1, 2014 $57,500
November 1, 2014 $57,500
Assignee may elect to increase the amount purchased in any month.
Exhibit 4.28
Gel Properties and Union capital both get these amounts on these dates, so double them. So their well into their selling. Plus there were 4 note holders from March now likely converting. There are no new note holders from April to convert in October. This is why I waited until very recently to start buying. I now have no problem with buying at these levels and lower.
DATES PURCHASED AMOUNTS
August 1, 2014 $57,500
September 1, 2014 $57,500
October 1, 2014 $57,500
November 1, 2014 $57,500
Assignee may elect to increase the amount purchased in any month.
Exhibit 4.28
There are 4 notes from March eligible to convert now with a combined total of $125,500 in notes plus about $6,000 in interest. If they convert now their discount price they get shares for will equal around 25,000,000 shares ( give or take a few million ). Will they work together to push the price up before selling? Yes it's possible which is why I put a little money on the table when I did. I simply expect the share price will go lower due to the note holders selling. And will buy according to how I see things. Call it bashing if you wish.
The Company sells its product primarily through third-party distributors. The Company is not guaranteed any minimum level of sales or transactions. The Company also offers its products for sale through its website at www.hangoverjoes.com . All sales in the quarter and year to date of 2014 were through the website.
The Company recognizes revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists; (2) delivery to third party distributors and consumers via the Company's website has occurred; (3) the sales price is fixed or determinable; and (4) collectability is reasonably assured. Delivery is not considered to have occurred until the title and the risk of loss passes to the customer according to the terms of the contract between the Company and the customer. For sales to distributors, revenue is usually recognized at the time of delivery. The Company defers revenues on products sold to distributors for which there is a lack of credit history or if the distribution may be in a new market in which the Company has no prior experience. The Company defers revenue in these situations until cash is received. For sales through the Company's website, revenue is recognized at time of shipment.
Well that is sure possible. But I also think the stock will go below a penny ( it's only 10% away from there ). That's why I waited until last week to start buying some shares below $0.012. There are 4 note holders from March who will be converting and selling their shares. I'll have no problem buying more as they sell.
The first step to being a WALMART vender is to go online at WALMART Stores and submit detailed financial info about your company. You can also call corporate headquarters in Bentonville, Arkansas, at (501) 273-4000. Operators will refer you to the appropriate department for the information you need. You also must be listed with and order and pay for two DUN & BRADSTREET reports. WALMART wants to know you can handle your biz. In addition to following these steps, you must apply for Universal Product Code (UPC) Identification number (s) meet applicable liability and workers compensation insurance requirements, pass quality assurance testing, and meet Labeling and Packaging requirements. If you survive that round, you might just find yourself in that big ole parking lot filled with rental cars from fellow venders... your competition. Don't worry, there will be many scared faces to match yours.
FIRST THINGS FIRST
BEFORE you submit that questionnaire remember you usually have ONE chance to sell to these buyers "They don't have time to BS". The buyers at WALMART have become even more demanding. In fact, these days, venders have to prove they have what it takes to handle Walmart's massive production and Walmart size returns long before negotiations begin. You can't even get pass the front door without showing proof that you have adequate financing.
Step one for potential venders is to go to a Walmart Super Center and figure out where your product should be placed. If you find a spot you think you should overtake then you better be ready to say "Why your product is better" and can be sold cheaper. Get to know your competitors and who they are.
YOUR ODDS
Bentonville is a really long way from anywhere. Here in the south, business is still done the good- ole- boy country way. Most buyers are male. They pretty much fall into three categories, with the most experienced likely to be in their early 40's making $75,000 or more a year. Even a beginning buyer, at age 27 making as little as $30,000 a year, has power...lot's of power! The typical buyer is a "Child of the Ozarks" meaning "a local boy" but they also very smart and tough. These kids control millions and millions of dollars in purchasing power. Pitch rooms in which these buyers have you in operate usually reserved for no more than 45 minutes to an hour, vendors presentations better be short and sweet. If you don't get to the point quickly, then your done. They say, 'Don't like, move on. Don't like it move on'. So be very prepared when you go.
Why should they be expected to replace an established product having a proven track record for "zillions" of order cycles with a new product that has not been heard of before? In essence, what you are asking the buyer is to dilute that share of a proven and known value with an unproven and unknown value. New product failures are not how buyers keep their jobs.
Another consideration is the amount of open-to-buy the buyer has for his department. In other words, how many dollars does he have left in his budget to spend on product, whether new or old? Seasonal returns, advertising and sales promotions, departmental landed gross, interest on inventory purchased, and markdowns both current and year-to-date all play a factor in determining the amount of available open-to-buy the buyer has to spend.
Seasonal buying for an event during the forthcoming year begins during the same event in the current year, and perhaps as much as 40% of the buyer's annual budget is spent during the months following that season as it leads to the next. Juggling those dollars is a very complicated and formulated process!
Figure in the average turns per year, gross markup at retail versus landed gross, net profit budgeted versus actual profit due to markdowns, and a virtual plethora of other factors complicate the matter. Then figure how may square feet and the dollars per square feet (sometimes even dollars per square inch!) each known product will bring in to conform to a certain shelf profile or gondola modular layout that will maximize and enhance his department's sales in order to come in at or over budget in all of the above except inventory, and one can begin to readily see why a buyer may not really be interested in new products.
So again, your presentation and salesmanship better be good. If not hire someone!
WALMART'S LITTLE SECRET
One of best kept secrets to Walmart is their LOCAL VENDOR PROGRAM. This program is one of the easiest ways to become a vendor. Your products usually need to be unique and locally referenced in some way. This program is the best way for small local business to set up shop with Walmart which allows smaller orders to be distributed in your local area. Starting at a slow pace can let you get a feel of how Walmart operates. What I did was call my local Walmart store and ask to speak with the general manager. We then set up a time for him to look over my product. After this meeting he gave me a local vendor application. I filled out the application and brought it back to him to send in with his referral. Store managers have the power to refer any new product they think would be good for their store.
Just how do you figure the stocks strong enough to handle the next round of dilution? When the last notes started converting the share price was around 7 to 8 cents. During this period $149,798.00 worth of notes converted into 13,860,461 shares at a combined average conversion price of $0.0108 and the share price had fallen to the 1.5 to 2 cent range after those conversions. Now there's another $130,000 getting ready to convert at an even lower price. And the conversions are starting from the current under 2 cent share price ( unless it goes up before the conversions start ).
On July 2, 2014, JSJ Investments Inc. converted their entire $25,000 (including $1,000 of interest) promissory note dated December, 2013 for 4,230,652 shares. On July 9, 2014, JMJ Financial converted $18,478 of their promissory note dated June, 2013 for 2,500,000 shares. On August 12, 2014, JMJ Financial converted $16,500 of their promissory note dated June, 2013 for 1,500,000 shares. On July 16, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 854,701 shares. On July 25, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 793,651 shares. On July 28, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 881,057 shares. On August 1, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 1,282,051 shares. On August 6, 2014, Asher Enterprises Inc. converted $17,500 (and $2,320 of interest) of their promissory note dated January, 2014 for 1,818,349 shares.
If Adler converts right away the price they get the shares at is already locked in ( unless it goes lower ). That's what the others were trying to say. The company is not saying anything about how much product is actually selling. If they do then perhaps it would overcome the pending dilution.
In March 2014, the Company entered into a second convertible note with JSJ (the "JSJ Note 2") in exchange for $50,000. This note also bears interest at 12% per annum and matures in September 2014, with conversion terms similar to the December 2013 note.
On March 17, 2014, the Company entered into a second Securities Purchase Agreement with Asher, for the sale of an 8% convertible note in the principal amount of $22,500 (the "Asher Note 2"). The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on December 9, 2014. The Note is convertible into common stock, at Asher's option, at a 45% discount to the average of the three lowest closing bid prices of the Company's common stock during the 10 trading day period prior to conversion.
On March 19, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG"), for the sale of an 8% convertible redeemable note in the principal amount of $26,500 (the "LG Note").
The LG Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on March 19, 2015. The LG Note is convertible into common stock, at LG's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. The LG Note is subject to prepayment penalties up to a 150% multiple of the principal, interest and other amounts owing, as defined. After the expiration of 180 days following the date of the LG Note, the Company has no right of prepayment.
On March 24, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays LLC ("Adar Bays"), for the sale of two convertible notes in the aggregate principal amount of $51,500 (with the first note for an amount of $26,500 and the second note for an amount of $25,000). The Company received proceeds of $25,000 (net of financing costs) in exchange for an 8% convertible promissory note due on March 24, 2015. This note is convertible into common stock, at the holder's option, at any time after 180 days at a 55% discount to the lowest closing bid price of the Company's common stock during the 20 day trading period prior to conversion, as defined.
Lux
You seem to be missing the point. The products may be selling good but near term dilution looks bad. Just at a glance there are 4 notes from March which become convertible over the next few weeks. Together they total around $130,000. With the closing bid price ( unless there's a lower one ) Adler will get their conversion shares at $0.0063. Depending on when the other notes convert they could now all get shares at the same price ( due to the language in those notes ). That's a potential of over 20,000,000 shares added to the float over just a few week period. That's only if the stock doesn't go lower which would mean even more shares.
Well that is an impressive ramp up in sell through rate from one week to the next. That would mean you're going through a pallet every 4 days to supply 300 stores.
Luxeguy Friday, 08/29/14 08:07:39 PM
Re: flaflyersfan post# 5952
Post # of 5983
Once again your a guy that don't know what he is taking about. I have to laugh at you guys who don't every speak to the company or sell the product. The facts are your scared now man as the product is going to sell millions and millions. I predict the company shows a massive profit in the next 6 months and more hangover product going out on those pallets as well. The fee to Larry is very low 7 percent read the fillings. They held to start selling to the launch of Git R Done Energy and are they selling and does it sell averages 5-7 bottles a day the longer at the counter the higher the sell through rate, I know personally.
Luxeguy Friday, 08/22/14 02:53:19 PM
Re: Steve Rogers 1945 post# 5859
Post # of 5983
On average some stores are better than others I say 3 on low end and 5-6 on high end I say average 3-5 bottles is a fsir average in my opinion. Different parts of country and different area are different this is how I view it. This is consider very good sell though rate. You cannot figure it the math out so don't drive yourself crazy it all comes down to their sales and what is reported and I expect to see numbers in December that will represent a soft launch but once we get into 2015 I expect it to start
There are several from March convertible in Sept. Adler will get shares at $0.00657 unless there is a lower closing bid price between now and when they convert.
prior to conversion.
The JSJ notes are subject to various default provisions, and the occurrence of such an event of default will cause the outstanding principal and interest to become immediately due and payable to JSJ.
The Company determined a beneficial conversion feature existed at the commitment date for all three notes. A beneficial conversion feature of approximately $10,000 was recorded as a discount to the first note, a beneficial conversion feature of $22,500 was recorded as a discount to the second note, and a beneficial conversion feature of $25,000 was recorded as a discount to the third note, and these related discounts are being amortized over the terms of the loans. The unamortized debt discount recorded at June 30, 2014 and December 31, 2013 was $34,914 and $12,500, respectively. The JSJ notes have effective interest rates of approximately 55%, 51% and 56%, respectively.
[C] Asher Notes
On January 14, 2014, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"), for the sale of an 8% convertible note in the principal amount of $58,000 (the "Asher Note 1"). The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on October 9, 2014. The Note is convertible into common stock, at Asher's option, at a 45% discount to the average of the three lowest closing bid prices of the Company's common stock during the 10 trading day period prior to conversion.
The Asher Note is subject to prepayment penalties up to a 140% multiple of the principal, interest and other amounts owing, as defined. Asher has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering was $58,000, less financing costs of $3,000.
On April 15, 2014, the Company received a notice of default demanding immediate payment of a sum representing 150% of the outstanding principal plus default interest.
12
On March 17, 2014, the Company entered into a second Securities Purchase Agreement with Asher, for the sale of an 8% convertible note in the principal amount of $22,500 (the "Asher Note 2"). The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on December 9, 2014. The Note is convertible into common stock, at Asher's option, at a 45% discount to the average of the three lowest closing bid prices of the Company's common stock during the 10 trading day period prior to conversion.
The Asher Note is subject to prepayment penalties up to a 140% multiple of the principal, interest and other amounts owing, as defined. Asher has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 9.99% of the then issued and outstanding shares of common stock. The total net proceeds the Company received from this Offering was $22,500, less financing costs of $1,500.
The Company determined a beneficial conversion feature existed at the commitment date for both notes. A beneficial conversion feature of approximately $26,000 was recorded as a discount to the first note and a beneficial conversion feature of $10,000 was recorded as a discount to the second note and the related discounts are being amortized over the terms of the loans. The unamortized debt discount recorded at June 30, 2014 for both notes totaled approximately $12,000. The Asher notes have an effective interest rate of approximately 51%.
[D] LG Note
On March 19, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC ("LG"), for the sale of an 8% convertible redeemable note in the principal amount of $26,500 (the "LG Note").
The LG Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on March 19, 2015. The LG Note is convertible into common stock, at LG's option, at a 45% discount to the average of the three lowest closing prices of the common stock during the 20 trading day period prior to conversion. The LG Note is subject to prepayment penalties up to a 150% multiple of the principal, interest and other amounts owing, as defined. After the expiration of 180 days following the date of the LG Note, the Company has no right of prepayment.
The Company determined a beneficial conversion feature existed at the commitment date. A beneficial conversion feature of approximately $12,000 was recorded as a discount to the note and has been amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 was approximately $9,000. The LG note has an effective interest rate of approximately 53%.
[E] Adar Bays LLC Note
On March 24, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays LLC ("Adar Bays"), for the sale of two convertible notes in the aggregate principal amount of $51,500 (with the first note for an amount of $26,500 and the second note for an amount of $25,000). The Company received proceeds of $25,000 (net of financing costs) in exchange for an 8% convertible promissory note due on March 24, 2015. This note is convertible into common stock, at the holder's option, at any time after 180 days at a 55% discount to the lowest closing bid price of the Company's common stock during the 20 day trading period prior to conversion, as defined.
The Company determined a beneficial conversion feature existed at the commitment date. A beneficial conversion feature of approximately $12,000 was recorded as a discount to the note and is being amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 was approximately $4,000. The LG note has an effective interest rate of approximately 53%.
[F] KBM Worldwide, Inc. Notes
Soulless asked a simple question so I gave a simple answer. The note holders such as Ashler would have made much less had they waited for the company to pay them in cash even with the high interest rates. By converting the notes into shares and selling them when they did at much higher prices they made several times what they would have with a cash repayment. And it's the number of shares being added to the float that's important right now. Not the number of OS since management holds a lot of that number.
adversely impacted.
On July 2, 2014, JSJ Investments Inc. converted their entire $25,000 (including $1,000 of interest) promissory note dated December, 2013 for 4,230,652 shares. On July 9, 2014, JMJ Financial converted $18,478 of their promissory note dated June, 2013 for 2,500,000 shares. On August 12, 2014, JMJ Financial converted $16,500 of their promissory note dated June, 2013 for 1,500,000 shares. On July 16, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 854,701 shares. On July 25, 2014, Asher Enterprises Inc. converted $20,000 of their promissory note dated January, 2014 for 793,651 shares. On July 28, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 881,057 shares. On August 1, 2014, Asher Enterprises Inc. converted $15,000 of their promissory note dated January, 2014 for 1,282,051 shares. On August 6, 2014, Asher Enterprises Inc. converted $17,500 (and $2,320 of interest) of their promissory note dated January, 2014 for 1,818,349 shares. On August 13, 2014, GEL Properties LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,500,000 shares. On August 13, 2014, Union Capital LLC converted $1,000 (on a tentative basis, to be redetermined according to the agreed-upon discount when the shares are actually sold) for 3,000,000 shares.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, net sales or expenses, results of operations, liquidity, capital expenditures or capital resources that
The lenders are not holding the shares. They convert the notes into shares for the purpose of selling them like Ashler did to make a quick buck.
00439M102
(CUSIP number)
August 11, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (1-06)
Page 1 of 5 pages
CUSIP No .00439M102
13G Page 2 of 5 Pages
1. Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only).
ASHER ENTERPRISES, INC.
EIN: 94-3437255
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization
Colorado
Number of 5. Sole Voting Power
Shares 0
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With: 0
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
May 15, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (1-06)
Page 1 of 5 pages
CUSIP No .00439M102
13G Page 2 of 5 Pages
1. Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only).
ASHER ENTERPRISES, INC.
EIN: 94-3437255
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
3. SEC Use Only
4. Citizenship or Place of Organization
Colorado
Number of 5. Sole Voting Power
Shares 13,792,824*
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting
Person 7. Sole Dispositive Power
With: 13,792,824*
8. Shared Dispositive Power
Unless there is a lower closing bid price before the conversion.
Sept. 21st. Makes 180 days since this note was signed. Yesterday's closing bid price is within 20 trading days of that.
August 28th.
0.01530.0017 (10.00%)
Real-Time Best Bid & Ask
0.0146 / 0.016
If Adler converts right away $0.0146 X 45% = $0.00657 per share. Because of the language in the other notes any conversions then in place will get their shares at the same price.
[E] Adar Bays LLC Note
On March 24, 2014, the Company entered into a Securities Purchase Agreement with Adar Bays LLC ("Adar Bays"), for the sale of two convertible notes in the aggregate principal amount of $51,500 (with the first note for an amount of $26,500 and the second note for an amount of $25,000). The Company received proceeds of $25,000 (net of financing costs) in exchange for an 8% convertible promissory note due on March 24, 2015. This note is convertible into common stock, at the holder's option, at any time after 180 days at a 55% discount to the lowest closing bid price of the Company's common stock during the 20 day trading period prior to conversion, as defined.
The Company determined a beneficial conversion feature existed at the commitment date. A beneficial conversion feature of approximately $12,000 was recorded as a discount to the note and is being amortized over the term of the loan. The unamortized debt discount recorded at June 30, 2014 was approximately $4,000. The LG note has an effective interest rate of approximately 53%.
HIGHLANDS RANCH, CO--(Marketwired - Feb 26, 2014) - Hangover Joe's Holding Corporation (OTCQB: HJOE) ("HJOE" or the "Company"), the maker of "The Hangover" Recovery Shot, the official licensed brand for Warner Brothers hit movie "The Hangover" and license-holder of "GIT-R-Done-Energy," which the Company recently acquired from Git-R-Done Productions, Inc. (Larry the Cable Guy), is launching a crowdfunding effort http://www.fundable.com/hangover-joes ("Fundable") in order to raise an initial tranche of $500,000 in capital . Fundable is one of the leading crowdfunding websites. Crowdfunding has assisted over a million startup companies to raise over $3.2 Billion collectively and is revolutionizing the way that small businesses can gain access to the capital they need to grow. Crowdfunding is on track to surpass $5.1 billion in 2014 and is transforming the landscape of business finance. Although crowdfunding is still in its early stages, a number of factors and successes are positioning it to become a more attractive funding approach for small businesses.
HJOE's Co-Founder and Vice President of Sales & Marketing stated, "We at Hangover Joe's believe that we are on the cutting edge when it comes to both beverages and raising capital and crowdfunding is a way for us to gain positive exposure and expand our brands to accredited investors worldwide. We recently assembled a significant deal to export 10 million bottles of our hangover recovery shots to Japan and we are growing the brand both domestically & internationally. We believe that we have pioneered a new category called "hangover recovery" in beverages. This is a very good time for investors to discover our company and our brands. Accredited investors may locate our profile on Fundable at http://www.fundable.com/hangover-joes.
Hangover Joe's "The Hangover" Recovery Shot Rings in 2014
Nation's Leading Anti-Hangover Drink to Recover New Year's Party Goers
DENVER, CO--(Marketwired - Dec 31, 2013) - Hangover Joe's (OTCQB: HJOE), the manufacturer of the nation's leading anti-hangover drink, plans to help ring in 2014 with "a shot." We will be in New Orleans this year for what is one of the biggest New Year's Eve parties in the USA! With the historic French Quarter as a drop back and the mighty Mississippi River our sampling team will be on hand passing out recovery shots. "We are not hard to find. We are in all the Walgreen stores in the French Quarter," said co-founder and Vice President of Sales Shawn Adamson. "Our Hangover Recovery Shots fly out of those Walgreen stores in Nola! We will have our people out sampling and making sure that many people will experience hangover relief come New Year's Day. We are going to start focusing on the top 50 markets in the USA for alcohol consumption in 2014 as we continue to build the brand," said Matt Veal, interim CEO for Hangover Joe's. We believe we are the leader in the functional lifestyle category of hangover recovery and the category and market continues to grow and we will focus lots of our efforts on this in 2014.
From the "Fundable" website where they get the investors for the notes from Jan. 17/2014
January 17, 2014 z Announcements
Hangover Joes is the creator of a line of award-winning recovery drinks made from 100% all-natural ingredients. Recovery Shots help to restore the essential antioxidants and nutrients that are depleted by a night of heavy drinking. An officially licensed product of Warner Bros. Entertainment and The Hangover movie franchise, Hangover Joes is also represented by Larry the Cable Guy, the spokesperson behind their Git-R-Done energy drinks.
Hangover Joes beverages are available at GNC, Walgreens, 7-11, Albertsons, as well as over 30,000 locations nationwide. The team recently signed a $10 million contract to bring Hangover Joes to Japan this spring. They are seeking investors to further expand distribution channels and product offerings internationally.
6 months interest only $20,500 so the total would be $533,500 = 64,666,666 shares.
Don't know where your getting 10 to 20 million shares from? Just the TCA settlement for $513,000 plus 8% interest for 6 months = $554,000 and will be convertible at a 45% discount to the then lowest closing bid price. If it converted today the lowest closing bid price a few days ago was $0.015.
$0.015 X 55% = $0.00825
$554,000 ÷ .00825 = 67,151,515 shares
And that doesn't include all the other notes which will also be converted into shares. Plus the company clearly states they will need to continue raising more funds. Of course if the stock price goes up before conversions it will be less than 67 million shares while if the price drops further it will be more.
The Holder of this Note is entitled, at its option, at any time after 180 days, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the " Common Stock ") without restrictive legend of any nature, at a price (" Conversion Price ") for each share of Common Stock equal to 55% of the lowest closing bid of the Common Stock as reported on the National Quotations Bureau OTCQB exchange which the Company's shares are traded
6. Squeezing U.S. manufacturers out of business.
Walmart’s unrelenting push for low prices eats into the profit margins of its U.S. suppliers, often weakening companies in the process. Journalist Charles Fishman provides a vivid example: Walmart provided 30 percent of Vlasic Pickles’ overall business and insisted that if the company did not allow Walmart to sell a gallon jar of pickles for the ruinously low price of $2.97, they would stop buying Vlasic’s other products. “The pickle maker had spent decades convincing consumers that they should pay a premium for its brand. Now Walmart was practically giving them away.”[xiv] According to Fishman, Vlasic’s profit margin from pickles shrunk 25 percent or more. Nor is Vlasic alone in seeing its business cannibalized by Walmart: of the top ten companies supplying Walmart in 1994, four sought bankruptcy protection by 2006.[xv]
7. Discouraging American innovation.
By squeezing its suppliers, Walmart leaves companies without the resources to make new investments in research and development. And once companies become dependent on Walmart as a massive purchaser, their greatest incentive is to keep producing the products Walmart has decided to sell, making it unnecessary and unprofitable to innovate.
8. Driving competitors to squeeze manufacturing.
If discount retailers like Target and Kmart want to remain competitive with Walmart, they must demand similarly low prices from suppliers. As a result, the pressures pushing down costs and propelling the elimination of American manufacturing jobs are magnified.
You're probably right.
"GNC is for health food nuts. Most of the customers there are probably not drinkers. So it is no surprise to me it might be a tough sell at a GNC store? "
That would be like trying to sell an all natural healthy energy shot at Smoker Friendly stores.
I'll have a carton of cigarettes, a box of cigars, and a couple of those caffeine free, sugar free energy shots.
November 28, 2011 – Hangover Joe’s Get Up & Go “The Hangover” Recovery Shot is now available in GNC store’s nationally. “The Hangover” Recovery Shot is the official licensed product of the Warner Brothers movie “The Hangover.” Hangover Joe’s is the leading shot in the functional lifestyle category and will be nationally available in GNC stores in December. It is designed to help people relieve the symptoms, and recover from a hangover.
Hangover Joe’s will be displayed on the counters of 3,000 GNC stores nationwide. The Hangover Joe’s brand continues to grow and the placement by GNC demonstrates its national appeal. The product has instant brand awareness with “The Hangover” movie packaging.
“We believe it’s really going to move off the counters as it will be arriving in stores in early December just in time for the holiday season,” said Shawn Adamson and Mike Jaynes, directors for the company. “This will give our brand just what we have been looking for a national presence. We are out in thousands of stores nationwide and the brand is growing very fast. We are in convenience stores chains, liquor stores, and many independent retailers. GNC placement puts us in a spotlight nationwide.”
“The Hangover” Recovery Shot is the right product for the times, and it is a natural fit for GNC. GNC specializes in nutritional supplements, with both their own in-house brands, as well as third party products. This is a perfect addition for GNC as “The Hangover” Recovery shot is an all-natural product that is effective in the relief of hangovers.
“We will reach a wide demographic in GNC stores,” said Adamson. “People who have not seen our product will be exposed to it this will be effective in growing the brand. We are very excited to be partnering with GNC nationally In this economy, our product fits a market place need. Many people have used energy shots to relieve hangovers. Our product is specific to hangover relief, and contains ingredients that are specifically designed to aid in hangover relief and recovery. The product is designed to be taken after a night of consuming alcohol.”
“What really separates us from other products is that we are a morning after product,” Adamson continued. “People don’t go out for a few drinks and anticipate a hangover. It just happens. When it does, Hangover Joe’s Get Up & Go Recovery Shot provides the relief our customers are after. Relief now will be as close as your local GNC store. Our slogan for “The Hangover” Recovery Shot is “Get It & Get Over It” and now you can do this at the local GNC store. We are happy to have this national chain authorization and know many more people will come to know and love the brand.”
I guess GNC didn't read the beverage magazines. If you check their website their still selling 5 hour energy shot, 5 hour - extra strength energy shot, never hungover ( caffeine free ), and nergia.
Pure, Premium, 100% Natural Energy
NERGIA is the purest source of energy you can find, created with premium, all natural, botanical ingredients from deep in the Brazilian rainforest.
I believe you said the expiration date was 7/14.
Fast Delivery Worldwide:
Shipping direct from our USA distribution center to the US & Canada, typically takes only 3-5 days. Goods are sent out from our warehouse stock typically within one day of your order payment. Shipping is by courier such as FedEx, UPS, DHL, by air mail, or by bulk freight forwarder. Shipping paperwork and customs clearance are taken care of by the courier companies, greatly simplifying the process for importers. The delivery speed is suitable for selling/internet stores/retailers distributors etc. This product is perfect for all types of stores that sell alcohol or releated products.
Hangover Joe's Get Up & Go Recovery Shots have a two (2) year shelf life.
Most of the money raised prior to June 30th. was spent on other things it didn't go into producing product.
And if the dilution continues and forces the pps down making even more dilution it will certainly have a "negative effect on the big picture". At least for current shareholders.
Out of the recent conversions JSJ converted at the lowest price. $26,000.00 ÷ 4,230,652 shares = $0.0061456 per share. So if you look at the pps during that time JSJ made a very very good profit for a 6 month loan.
JSJ Conversions
In July 2014, JSJ converted the $25,000 promissory note dated December, 2013 (including $1,000 of interest) for 4,230,652 shares.
JMJ Conversions
In July 2014, JMJ converted $18,478 of its promissory note dated June, 2013 for 2,500,000 shares, and in August 2014, JMJ converted $16,500 of its promissory note dated June, 2013 for 1,500,000 shares.
Asher Conversions
In July and August 2014, Asher converted $87,500 of its promissory note (and $2,320 of interest) for 5,629,809 shares.
[B] JSJ Notes
In December 2013, the Company received $25,000 from JSJ Investments Inc. ("JSJ") in exchange for a $25,000 convertible note (the "JSJ Note 1"). This note bears interest at 12% per annum and matured on May 19, 2014. On or after the maturity date, any unpaid amounts and accrued interest are convertible by the holder, at the holder's discretion, into shares of the Company's common stock. The conversion price is at 50% discount of the average of the three lowest closing prices on the previous ten days, with a maximum conversion price equal to the price if determined on the note execution date.
In March 2014, the Company entered into a second convertible note with JSJ (the "JSJ Note 2") in exchange for $50,000. This note also bears interest at 12% per annum and matures in September 2014, with conversion terms similar to the December 2013 note.
In May 2014, in consideration of $50,000 (the "Principal"), the Company issued a 12% Convertible Note (the "JSJ Note 3") to JSJ. The Note bears interest at the rate of 12% per annum and the maturity date is November 21, 2014, but JSJ may require that the Note be repaid on demand. The JSJ Note 3 has a redemption premium of 150% of the Principal (the "Repayment Amount"), which such Repayment Amount may be paid by the Company only upon approval and acceptance of JSJ. The Note is convertible into common stock, at JSJ's option, at a 50% discount to the average of the three lowest trades of the common stock during the 20 trading day period prior to conversion.
The JSJ notes are subject to various default provisions, and the occurrence of such an event of default will cause the outstanding principal and interest to become immediately due and payable to JSJ.
The Company determined a beneficial conversion feature existed at the commitment date for all three notes. A beneficial conversion feature of approximately $10,000 was recorded as a discount to the first note, a beneficial conversion feature of $22,500 was recorded as a discount to the second note, and a beneficial conversion feature of $25,000 was recorded as a discount to the third note, and these related discounts are being amortized over the terms of the loans. The unamortized debt discount recorded at June 30, 2014 and December 31, 2013 was $34,914 and $12,500, respectively. The JSJ notes have effective interest rates of approximately 55%, 51% and 56%, respectively.
At a glance total (with interest) of the conversions you mention.
Conversions:
JSJ 4.2 million
JmJ 4 million
Asher 5.629 million
Equals $149,798 and converted into 13,860,461 shares. Which means the average price the lenders got the shares for was about. $0.0108. While the pps during that time averaged much higher. So the lenders made out very good on what they sold.
Then there are the March notes convertible in Sept.
The May note.
The June note(s).
The July note(s)
And the August Notes.
Filing NT 10Q gives the company 5 business days to file the quarterly report.
NT 10-Q Due on the business day after the 10-Q due date.
Late 10-Q After filing an NT 10-Q, the deadline for the 10-Q is extended five calendar days from the due date.
On July 25, 2012, Accredited Members Holding Corporation (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Hangover Joe’s, Inc., a private Colorado corporation (“HOJ”), whereby the Company would acquire HOJ in a reverse triangular merger (the “Acquisition”). On July 25, 2012, the parties closed the Acquisition and a Statement of Merger was filed and effective with the Colorado Secretary of State on that day. Upon closing the Acquisition, the Company issued a total number of common shares to the HOJ shareholders in exchange for all of their ownership interests in HOJ such that they now own approximately 69% of the Company. The current shareholders of the Company would own approximately 31% of the Company after the closing of the Acquisition.
The Merger Agreement further provided that, within five business days after the closing of the Acquisition the Company would sell to Accredited Members Acquisition Corporation (“Buyer”) all of the equity interests in three of the Company’s subsidiaries (the “Sale”), being Accredited Members, Inc., AMHC Managed Services, Inc. and World Wide Premium Packers, Inc. (collectively, the “Subsidiaries”). Buyer is a private Colorado corporation owned by the Company’s two directors, JW Roth and David Lavigne. Buyer would pay $10,000 and assume all liabilities related to the Subsidiaries in exchange for all of the shares in the Subsidiaries owned by the Company. The parties closed the Sale on July 27, 2012.
Item 2.01 Completion of Acquisition or Disposition of Assets
On July 25, 2012, the Company and HOJ closed the Acquisition, and the Company’s wholly owned subsidiary, AMHC Merger Corp., was merged with and into HOJ. An aggregate of 83,514,827 AMHC shares were issued in the Acquisition.
Pursuant to the Merger Agreement, the Buyer and the Company entered into a Purchase and Indemnification Agreement (“Sale Agreement”) to complete the Sale, as discussed above. The Sale Agreement closed on July 27, 2012, and the Subsidiaries and certain other assets and liabilities of AMHC were transferred to Buyer pursuant to the Sale Agreement.
Item 3.02 Unregistered Sale of Equity Securities
On July 25, 2012 the Company issued 83,514,827 shares of its common stock in a private transaction in connection with the Acquisition. The Company relied on the exemption in Rule 506 of Regulation D of the Securities Act of 1933 for the share issuance. No commission or other remuneration was paid in connection with the share issuance.
Item 5.01 Changes in Control of Registrant
See “ Identification of Officers and Directors ” and “ Security Ownership of Officers/Directors and Management ” below. The change in control occurred on July 25, 2012, in coordination with the closing of the Acquisition.
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On July 25, 2012, pursuant to the terms of the Merger Agreement, David Lavigne submitted his resignation as a director and the Chief Financial Officer of the Company.
On July 25, 2012, pursuant to the terms of the Merger Agreement (a) Michael Jaynes was appointed as a director and the President and Chief Executive Officer of the Company, (b) Michael Malm was appointed as a director of the Company, and (c) J.W. Roth was appointed as the Treasurer of the Board, Mr. Roth continues in his capacity as Secretary and Chairman of the Company.
See the discussion below for additional information about Mr. Jaynes and Mr. Malm.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Chan
(d) Adjustment Due to Dilutive Issuance . If, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.
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The Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or grants any warrants, rights or options (not including employee stock option plans), whether or not immediately exercisable, to subscribe for or to purchase Common Stock or other securities convertible into or exchangeable for Common Stock (“Convertible Securities”) (such warrants, rights and options to purchase Common Stock or Convertible Securities are hereinafter referred to as “Options”) and the price per share for which Common Stock is issuable upon the exercise of such Options is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon the exercise of such Options” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or granting of all such Options, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the exercise of all such Options, plus, in the case of Convertible Securities issuable upon the exercise of such Options, the minimum aggregate amount of additional consideration payable upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the exercise of all such Options (assuming full conversion of Convertible Securities, if applicable). No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon exercise of such Options.
Additionally, the Borrower shall be deemed to have issued or sold shares of Common Stock if the Borrower in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options), and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Conversion Price then in effect, then the Conversion Price shall be equal to such price per share. For the purposes of the preceding sentence, the “price per share for which Common Stock is issuable upon such conversion or exchange” is determined by dividing (i) the total amount, if any, received or receivable by the Borrower as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Conversion Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.
I agree with your figures that if the stock converted at today's price would be accurate. The problem only comes in if the pps drops lower before conversions are done. In Sept. there are 3 notes from March which can be converted at almost the same time. If all 3 start selling sharescatvthe same time it's possible the share price could be forced much lower than it is now. Which would cause other conversions to be done at an even lower price. Giving those note holders even more shares. That's why this type of continusouly adjustable financing is often referred to as death spiral financing.