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Toby needs to clarify the Toxic Debt Pronto this friggin idiot needs to act real fast before shareholder value completely destroyed with toxic dilution.
Need to clear Toxic Debt ASAP with S1 form. Who else would be dumping this number of shares at these levels??
Not before time too what took them so long....
I will believe it when I see it.
Oversold market cap of approx $140k.. is so undervalued at these levels
Hey Caddy, Fully agree with you there and just hoping we see some sort of redemption here when they file S1 It would be VERY WELCOME AND WELL RECEIVED TO GET TRUST BACK to confirm paying off all CD. That would be very good news.
Ok that is good news! would be nice to see them reduce the rest of it and I think it would be received very positively by the market.
Thanks Nit, Agree with you just hope they protect shareholders from the dilution asap! as I think it is the only thing holding this back going to 10 cents at the moment, so we can create shareholder value here.
Nit, Do you think they will confirm they pay off all the debt holders $3.3m of it with this S1? This would be the best outcome for all shareholders to stop anymore extreme dilution.
Bitter previous shareholders getting sleepless nights that distribution looks to be happening soon and that means money into the company to expand distribution into USA and Canada. If they confirm pay off all debt this should fly back over 10 cents.
gateway to South America markets imagine the established contacts that the biggest distributor in Mexico has to the rest of South America. This is a game changer for the company fundamentally.
Awesome news, Distribution into Mexico with one of biggest distributors there and hopefully other south american markets is great news to create revenues for the company and no cost to the company I like it a lot this news.
Back over 5 cents when S1 form filed and they can clear all toxic debt and get retail distribution happening.
Toby McBride, High Performance Beverage CEO, stated, "True to our word, we have not taken a penny in capital from convertible notes in 2015 and have now found what we consider to be a long term financial partner through private equity group, GHS Capital LLC, who have committed to a $5 million dollar equity line financing. We are confident that this equity line should allow us to create better investor sentiment as we seek better and stronger alternatives to raising capital.
http://www.reuters.com/article/idUSnMKWCRs8ma+1f0+MKW20151009
He states in public release not taken penny from convertible notes in 2015 yet in the most recent 10Q Note 4 it is clearly stating they have So has he lied to us through a public release surely this is illegal misleading investors??
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11271105
On October 27, 2015, the Company executed a convertible note payable in the amount of $25,000 payable on April 26, 2016 bearing interest at 1% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. 25,000 -
On September 10, 2015, an investor acquired a note with a principal balance of $43,671 from the original investor. In accordance with the terms of the original note, this note may be converted into common stock of the Company at any time after the maturity date at a fixed price of $0.0001 per share. However, if the stock price of the Company loses the bid at any time before the maturity date, the conversion price shall be $0.00001 per share. This note shall not be converted to the extent that such conversion would result in beneficial ownership by the holder and its affiliates to own more than 4.99% of the issued and outstanding shares of the Company’s common stock. Such limitations on conversion may be waived by the noteholder upon with not less than 61 days’ prior notice to the Company.
During the six months ended January 31, 2016, the Company repaid the note by issuing 87,456,860 shares of common stock. - -
On December 4, 2015, the Company executed a convertible note payable in the amount of $74,250 payable on June 4, 2016 bearing interest at 12% per annum. This note is convertible into the Company’s common stock at a variable conversion price equal to 56% of the market value at the time of conversion. The note was issued with an original issue discount of $6,750. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. 74,250 -
On December 7, 2015, an investor purchased a portion of a note and the related accrued interest, totaling $89,915. In accordance with the original terms of the note, the note shall have a one-time interest charge equal to 12%, applied to the outstanding balance of each note.
Each note is convertible, at any time after the date six months from the purchase price date (as defined in the Master Note), into shares of the Company’s common stock at an exercise price equal to (i) the outstanding balance divided by (ii) 60% of the lowest intra-day trade price in the twenty-five (25) trading days immediately preceding the conversion, subject to certain adjustment as further described in the note. During the three months ended January 31, 2016, the Company repaid $41,623 in principal by issuing 3,519,581 shares of the Company’s common stock. 48,292 -
On December 31, 2015, the Company executed a convertible note payable in the amount of $82,500, payable on September 31, 2016, bearing interest at 12% per annum. The note was issued with an original issue discount of $7,500. This note is convertible into the Company’s common stock at a variable conversion price equal to 60% of the market value at the time of conversion, but no less than $0.00005 per share. 82,500 -
Total 3,505,740 3,379,185
Less: debt discounts (442,116 ) (1,652,229 )
Plus: amortization of discounts 323,655 1,629,462
Total convertible notes payable $ 3,387,279
O/S now 115M already due to toxic debt holders diluting according to OTC. When is Toby going to come clean with how much more potential dilution there is since he claimed was going to pay off this debt in announcement.
Can anyone send me PM with Dan's cell number I want to call him to ask what he is doing on this PR/IR, Market awareness/education.
That's why it is the job of Dan and PR/IR to get on media outlets such as Fox News, Bloomberg, CNBC etc to educate people and spread the word. His lack of action on this is disturbing and he needs to get to grips with this real quick in the next month.
Thanks Nit, Why call for an R/S when the funding was not ready yet and toxic notes not paid off yet? Surely this defeats the whole purpose of an R/S then? It does not make sense to call for an R/S fully knowing you were not in position to pay off toxic debts why did they not wait to do R/S until these were cleared??
Nit, 27m shares have traded the past 2 trading days where have those shares come from when we have only 46m shares post R/S? This is not the toxic note holders already diluting?
Nit that is all very well but how much damage has been done currently with dilution how the hell do we trade 10m plus shares past days at 0.001 when after R/S we only had 46m shares on issue after 1/100 Split. The damage is already done to shareholders we lost 99% of our holding needs to go up 2000% just to get to price it was after split of 0.02 absolutely ridiculous screwed over shareholders completely.
See Dec 21st Announcement in BOLD Why did they not stop dilution after R/S and pay off notes like they said they would in Dec 21 2015 PR? Another misleading statement by the company? He mentions being toxic to the company what does he think the 10's of millions of shares dumped at triple 000's are to shareholders? This guy has to come clean with what notes are left and dilution to shareholders it is a disgrace to call for an R/S to be screwed over by toxic holders.
http://finance.yahoo.com/news/high-performance-beverage-co-completes-133000717.html
High Performance Beverage Co. Completes Provisions for 5 Million Dollar Equity Line Funding Commitment
Company Retires $240,500 Convertible Promissory Note
Marketwired High Performance Beverage Company
December 21, 2015 8:30 AM
????
CAVE CREEK, AZ--(Marketwired - Dec 21, 2015) - High Performance Beverage Co. (OTC PINK: TBEV) (the "Company") is pleased to announce they have met all necessary provisions for its $5 million dollar funding commitment.
As previously announced, the $5 million dollar funding commitment is being made available through an equity line provided by California based, Private Equity Group, GHS Investments LLC. The Company is now in the process of filing a registration statement with the U.S. Securities & Exchange Commission ("SEC") in order to register shares for the aforementioned investment.
Additionally, in an 8K filed on September 23, 2015, the Company entered into a Settlement Agreement with a Hedge Fund on September 17, 2015. The Settlement Agreement allowed for three separate convertible notes to be consolidated into one $240,500 convertible note. The Company has paid this note in full and it is now retired.
High Performance Beverage will be working on completing its consolidation phase of their remaining debt. The Company expects the consolidation of debt to help create a better market environment as they begin to implement a strategic marketing campaign for their High Performance Sports Drink going into 2016.
Michael Holley, High Performance Beverage President, stated, "We are very pleased to announce that we have met all the provisions necessary for us to move forward with our $5 million funding commitment. This equity line will now afford us the ability to control our destiny by raising capital at our discretion without taking on additional debt once our registration statement goes effective. Additionally, the way this credit line is structured, the Funder will receive shares after our request for funds, giving them a fixed cost basis. This fixed cost basis essentially acts as a floor since the Funder can only make a profit by selling above his cost basis. This is a stark contrast to taking on debt with convertible note holders who make money by beating down the price of a stock in order to get more shares on conversions they control. We plan on using a portion of this equity line to eventually eliminate all of our convertible debt in order to create greater shareholder value." He also stated, "We are equally pleased to announce the retirement of a $240,500 convertible note which would have been highly toxic to the Company. We will now be focusing our efforts with strategic marketing in order to build brand awareness of our sports drink in order to initiate the expansion of our product on to retail shelves in 2016."
CLASS ACTION...is the next step now..down another 35% today ...a market cap of under $54k .....These scumbags should be put in jail and locked away for along time for misleading investors by making statements like distribution deals early 2016 and doing an R/s to only dilute again.
Don't worry you can buy back at 10 cents per share
Someone trying to hold this down ..it is blatantly obvious on lv2
Why does the CEO not say that he is not taking a penny for salary then? I think it would be viewed as positive by the market. Secondly where is the $2m plus fee for TDG deal that they were suppose to get as payment? How on earth could we only have 15k for sales in 4th Qtr?
Negative posters appearing out of no where, timing wise just before results, sharks want cheap shares..
Ready for legal action too, this dilution after R/S is the final straw for me and misleading about getting distribution done in early 2016 was stated in the PR's and straight out mislead investors.
This looks like more dilution and blatant manipulation to get shares before results judging by the timing of this trading.
Dude the management should not have done an R/S until dilution over this is an absolute disgarce screwing over shareholders and needs to be investigated and even class action next step now I lost a lot of money being lied to by TOBY
Market Cap currently $91,800 ....54m O/S x 0.0017.......
Not running on air mate current financials suggest it should already be worth 5 cents, as an absolute minimum a market cap slightly under $4m. Only fallen to this level due to the conversions that had taken place. If this Qtr confirms growth then should be heading towards 10 cents, a $7.9m market cap on net profits and revenues alone. That is being really conservative. Mind boggling how many sellers losing their shares at these levels.
Should be if they are diluting current shareholders further what is the point of doing an RS if they still had dilution. These idiots should have had distribution agreements in place before an RS...
So sick to death of these morons talking about promotion with useless athletes and instead wish nthey sign distribution in US and get it on retail shelves like they promised. Heck RMHB people with shady backgrounds have launched their beverages and getting all over US and these supposed Beverage guys arnt able to do anything. It is a disgrace I must admit.
Any time now Dan..shows us your initiatives stated in CC you have to address the share price...
Where are all these shares coming from to sell at these levels? Who sells at a market cap of approx $80k? Incredible considering the share structure suppose to have only 43m O/S
ok Thanks Nit for the reply hopefully we see something soon to turn this around
Nit2win.. When are we getting Distribution agreements happening in the USA? it is all I am interested to know. All the rest of the crap on this board is irrelevant to me. Any timeline would be nice to know at least for us long suffering holders of TBEV.
Thank you TJx2! All those questions are very good and I would also like to know answers in particular the S1 form filing and when is the distribution in the USA happening when it was clearly stated in a PR's
http://www.marketwatch.com/story/high-performance-beverage-co-completes-provisions-for-5-million-dollar-equity-line-funding-commitment-2015-12-21
''We will now be focusing our efforts with strategic marketing in order to build brand awareness of our sports drink in order to initiate the expansion of our product on to retail shelves in 2016."
9th October 2015 PR - 6 months ago
http://www.marketwatch.com/story/high-performance-beverage-co-receives-5-million-equity-line-funding-commitment-2015-10-09
''develop a nationwide distribution channel for retail sales, which we seek to implement at the beginning of 2016."
My final thought for the day is then when Richard Strong can not own more than 9.99% through warrants, as suggested by others here why would he not then buy $10m worth of stock on market, force a short squeeze and get us above 3 dollars so we can list on the Nasdaq. That would really help the company substantially getting off the OTC with these scumbag shorts. imho.
Interesting info from the Annual Accounts of ECIG that would support against conspiracy Theory 1 and suggest that warrants will never be exercised so no dilution to us shareholders:
Page 33 of Annual Accounts
Gain on Extinguishment of Warrants We may enter into negotiations with warrant holders to extinguish warrant agreements whereby gains and losses may result if the cash and other consideration exchanged is less than or greater than the fair value of the warrants on the date of the extinguishment. For the year ended December 31, 2015, we recognized a gain on extinguishment of warrants of $40.0 million.
Page 84 or F-28
In addition to the concentration of debt held by Calm Waters, the Company has issued warrants to Calm Waters for an aggregate of approximately 249,079,624 shares of common stock which are exercisable for 5,995,453 shares at $0.21 per share, 226,252,838 shares at $0.45 per share, and 16,831,333 shares at $1.01 per share. Additionally, as discussed in Note 17, a warrant for 45,214,775 shares exercisable at $0.25 per share was issued in January 2016. As a condition of the warrant agreements, Calm Waters is not permitted to own more than 4.99% of the Company’s common stock (the “Beneficial Ownership Threshold”) upon exercise of outstanding warrants. Upon 61 days’ notice, Calm Waters is permitted to decrease or increase the Beneficial Ownership Threshold but may never increase the Beneficial Ownership Threshold in excess of 9.99%. Based upon the number of shares outstanding as of December 31, 2015, Calm Waters is not permitted to own more than an aggregate of approximately 4,000,000 shares of the Company’s common stock at any time.