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Floorless Convertible
Used by companies that are in such bad shape that there is no other way to get financing. This instrument is similar to a convertible bond, but convertible at a discount to the share price at issuance and for a fixed dollar amount rather than a specific number of shares. The further the stock falls, the more shares you get. Popular in the mid to late 1990s. Also known as toxic convertibles or death spiral convertibles.
Dont worry about JAWS lavish life style. It will be business as usual once millions more shares are issued to the toxic lenders and the reverse stock split most likely happens.
For JAWS of DEATH life is good.
Very unusual not to have the leasehold agreement in the SEC filings.
Maybe JAWS crooked accountants M&K CPAS told Sitra he does not have to provide any details to the marks/investors
A con artist is a person who defrauds or swindles others after first gaining their trust; a scam operator.
Tis what JAWS does for a living.
BLUU's crooked accountant settles with SEC (see ibox for prior details)
"M&K CPAS PLLC consented to an order censuring it and requiring it to refrain from accepting new public audit clients for 12 months or until an independent consultant certifies that the firm has completed the undertakings specified in the order, whichever is later. The firm also agreed to pay more than $103,000 in disgorgement, prejudgment interest, and penalties. Matt Manis and Jon Ridenour agreed to be permanently barred from appearing and practicing before the Commission as accountants and to pay a penalty of $20,000 and $15,000, respectively. Ortego consented to an order suspending him from appearing or practicing before the Commission as an accountant for a minimum of three years. Ortego also agreed to pay a civil penalty of $50,000. "
Attorney and Auditors Settle Charges in Microcap Scheme Involving Purported Mining Companies
FOR IMMEDIATE RELEASE
2015-196
Washington D.C., Sept. 18, 2015 — The Securities and Exchange Commission today announced that an attorney, two audit firms, and seven audit professionals have agreed to settle SEC charges filed in January alleging that they engaged in a microcap scheme that the agency stopped in its tracks when it suspended the registration statements used for sham offerings of stock in 20 purported mining companies.
The Attorney
In the January 2015 SEC order instituting proceedings, the Enforcement Division alleged that Canadian attorney and stock promoter John Briner orchestrated the microcap scheme that entailed creating shell companies supposedly exploring mining activities. Briner previously had been suspended from appearing or practicing before the SEC on behalf of regulated entities so he recruited others to become figurehead executives of companies that he secretly controlled. The companies’ registration statements falsely stated that each CEO was running the company when in fact Briner was making all material decisions. The SEC settled charges against certain of these CEOs in January (AP Rel. Nos. 33-9700, 33-9701, 33-9702).
Briner has agreed to settle the charges and consent to an order prohibiting him from acting as an officer or director of any issuer, barring him from participating in any offering of a penny stock, and suspending him from appearing and practicing before the Commission as an attorney. He has also agreed to pay $21,820.94 in disgorgement and prejudgment interest and $50,000 in civil penalties.
“Briner unsuccessfully sought to conceal his recidivist past and his role as the de facto CEO of the mining companies in the alleged scheme by acting through figurehead executives,” said Andrew M. Calamari, Director of the SEC’s New York Regional Office. “Today’s sanctions against Briner are broader in scope and permanent, and make clear that repeat offenders will not be tolerated.”
The Auditors
In the January 2015 SEC order, the Enforcement Division further alleges that Briner engaged a Nevada-based audit firm De Joya Griffith LLC and its partners Arthur De Joya, Jason Griffith, Philip Zhang, and Chris Whetman, and a Texas-based audit firm M&K CPAS PLLC and its partners Matt Manis, Jon Ridenour, and Ben Ortego, to audit the financial statements of the mining companies. The audits they conducted were allegedly so deficient that they effectively amounted to no audits at all and the auditors allegedly ignored red flags suggesting that Briner was engaging in fraud.
Both firms and each of their above named partners agreed to settle the charges against them without admitting or denying the findings, on the terms set forth below:
De Joya Griffith LLC consented to an order suspending it from appearing and practicing before the Commission as an accountant for a minimum of five years. The firm also agreed to pay nearly $60,000 in disgorgement, prejudgment interest, and penalties. Arthur De Joya, Jason Griffith, and Philip Zhang agreed to be suspended from appearing and practicing before the Commission as accountants for varying periods ranging from a minimum of three to five years. De Joya and Griffith each agreed to pay a $15,000 penalty and Zhang agreed to pay a $25,000 penalty. Chris Whetman agreed to settle the charges in this matter and those relating to another issuer, Idle Media Inc., and consented to an order suspending him from appearing and practicing before the Commission as an accountant for a minimum of five years. Whetman also agreed to pay a $15,000 penalty.
M&K CPAS PLLC consented to an order censuring it and requiring it to refrain from accepting new public audit clients for 12 months or until an independent consultant certifies that the firm has completed the undertakings specified in the order, whichever is later. The firm also agreed to pay more than $103,000 in disgorgement, prejudgment interest, and penalties. Matt Manis and Jon Ridenour agreed to be permanently barred from appearing and practicing before the Commission as accountants and to pay a penalty of $20,000 and $15,000, respectively. Ortego consented to an order suspending him from appearing or practicing before the Commission as an accountant for a minimum of three years. Ortego also agreed to pay a civil penalty of $50,000. “The sanctions against these auditors reflect the gravity of the misconduct and betrayal of the trust placed in them by the investing public to serve as gatekeepers in protecting the integrity of our markets,” said Sanjay Wadhwa, Senior Associate Director for Enforcement in the SEC’s New York Regional Office.
The SEC’s investigation was conducted by Jason W. Sunshine, James Addison, and Lara Shalov Mehraban in the New York Regional Office, and the litigation is being handled by Jack Kaufman, David Stoelting, Mr. Sunshine, Jorge Tenreiro, and Raymond R. Chan. The case is being supervised by Mr. Wadhwa.
"The Amended Certificate of Designation to its Series A Preferred Stock increased the number of votes for each share of Series A Preferred Stock from 3,000 votes per share to 10,000 votes per share."
"Blue Water now has authorized capital stock of 5,000,000,000 shares comprised of 4,995,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value."
================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): September 14, 2014
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Amendment to Articles of Incorporation (Increase in Authorized Capital)
On September 14, 2015, Blue Water Global Group, Inc. (“ Blue Water ”) amended its Articles of Incorporation to increase its authorized capital. This was required to remain in compliance with certain debt covenants relating to some of Blue Water’s outstanding convertible promissory notes.
Blue Water now has authorized capital stock of 5,000,000,000 shares comprised of 4,995,000,000 in common stock, $0.001 par value, and 5,000,000 in preferred stock, $0.001 par value.
Amendment to Certificate of Designation of Series A Preferred Stock
Simultaneous with amending the Articles of Incorporation, Blue Water amended the Certificate of Designation to its Series A Preferred Stock. The Amended Certificate of Designation to its Series A Preferred Stock increased the number of votes for each share of Series A Preferred Stock from 3,000 votes per share to 10,000 votes per share.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 3.10
Amendment to Articles of Incorporation dated September 14, 2015
Exhibit 3.11
Amended Certificate of Designation for Series A Preferred Stock dated
September 14, 2015
2
--------------------------------------------------------------------------------
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.
BLUE WATER GLOBAL GROUP, INC.
Dated: September 17, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
3
AMENDED CERTIFICATE OF DESIGNATION
OF
SERIES A PREFERRED STOCK
OF
BLUE WATER GLOBAL GROUP, INC.
A special meeting of the Board of Directors of the above referenced Corporation was held on September 14, 2015 at 5:00pm Atlantic Time (AT) at the Corporation’s headquarters. The undersigned, being duly authorized, hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous consent on September 14, 2015:
Upon motion duly made and unanimously carried, it was:
RESOLVED, that the Corporation and Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions and other matters relating to the designation of the Corporation’s Series A Preferred Stock, $0.001 par value:
Designation and Amount .
This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to one-million (1,000,000) shares of this Preferred Stock.
Rank .
The Preferred Stock shall rank superior to all other class of the Corporation’s classes of stock, including common and other future classes of preferred stock, if any – now or hereafter issued – as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, including the payment of dividends.
Dividends .
The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. In the event a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully-diluted, pro-rata basis with the other classes of stock participating in said dividend.
Voting Rights .
Holders of the Preferred Stock shall have the right to vote on any and all matters with holders of common stock (and other classes of preferred stock, if any) by aggregating votes into one (1) class of stock. Each share of Preferred Stock shall have ten-thousand (10,000) votes for any election or other vote placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.
--------------------------------------------------------------------------------
Conversion .
After a minimum holding period of two (2) years from the date of issue, holders of shares of Preferred Stock may, at their sole option, convert all or a portion of their holdings of Preferred Stock into shares of the Corporation’s common stock at a ratio of one (1) share of Preferred Stock for one-thousand (1,000) shares of common stock. There is no requirement for holders to convert their holdings into shares of common stock.
Redemption by Corporation .
The Corporation has no redemption rights over the Preferred Stock.
and it was further
RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the aforesaid transactions and in connection with carrying the foregoing resolutions into effect.
WITNESS my signature as of this 14th day of September, 2015.
/s/ J. Scott Sitra
J. Scott Sitra
President, Treasurer, Secretary and Sole Director
- 2 -
AMENDMENT TO ARTICLES OF INCORPORATION
OF
BLUE WATER GLOBAL GROUP, INC.
Article III
The total number of shares of all classes of stock which the Corporation shall have the authority to issue is five-billion (5,000,000,000) shares, of which four-billion nine-hundred ninety-five million (4,995,000,000) shares, par value of one-tenth of one cent ($0.001) per share, shall be of a class designated "Common Stock" and five-million (5,000,000) shares, par value of one-tenth of one cent ($0.001) per share, shall be of a class designated "Preferred Stock". The express terms and provisions of the shares of each class of stock are as follows:
COMMON STOCK
Noncumulative, Common Stock at a par value of one-tenth of one cent ($0.001) per share
(1)
Dividends . Subject to all of the rights of the other classes of stock, the holders of Common Stock shall be entitled to receive, when, and if declared by the Board of Directors of the Corporation (“Board of Directors”), out of funds legally available therefore, dividends payable in cash, stock or otherwise;
(2)
Voting Rights . Each share of Common Stock has one (1) vote on each matter on which the share is entitled to vote. Shareholders may not cumulate their votes for any voting matter;
(3)
Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and after the holders of any issued and outstanding classes of Preferred Stock have been paid in full for the amounts to which they respectively shall be entitled or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders of Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of any issued and outstanding classes of Preferred Stock;
(4)
Preemptive Rights . No shareholder of the Corporation holding Common Stock shall have any preemptive or other right to subscribe for any additional unissued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Board of Directors; and
(5)
Other Rights . The holders of shares of Common Stock shall have any other rights as are established by the Board of Directors and provided for by law.
PREFERRED STOCK
(1)
The Board of Directors is authorized, subject to applicable law and the provisions of this Article III, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority
- 1 -
Amendment to Articles of Incorporation
Blue Water Global Group, Inc.
--------------------------------------------------------------------------------
of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:
(a)
the distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors;
(b)
the dividend rate or rates on the shares of such series and the preferences, if any, over any other series (or of any other series over such series) with respect to dividends, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;
(c)
the voting powers, full or limited, if any, of shares of such series, and under what conditions, if any, the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a class for the election of one or more directors of the Corporation in case of dividend arrearages or other specified events or upon other matters;
(d)
whether the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemptions, the time or times when, the price or prices at which and the manner in which such shares shall be redeemable, including, but not limited to, the manner of selecting shares of such series for redemption if less than all shares are to be redeemed;
(e)
the rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates;
(f)
whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series, including, but not limited to, the price or prices at which the shares may be purchased or redeemed, or to other corporate purposes and the terms and provisions relative to the operation thereof;
(g)
whether the shares of such series shall be convertible into or exchangeable for shares of stock of any other class or classes, or of any other series of the same class, and, if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;
(h)
whether the issuance of additional shares of Preferred Stock shall be subject to restrictions as to issuance, or as to the powers, preferences or other rights of any other series;
(i)
the right of the shares of such series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issuance of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding stock of the Corporation; and
- 2 -
Amendment to Articles of Incorporation
Blue Water Global Group, Inc.
--------------------------------------------------------------------------------
(j)
any other preferences, privileges and powers, and relative participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with applicable law or the provisions of these Articles of Incorporation, as amended from time to time.
(2)
Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding until the Corporation elects to retire them, shares which are held as treasury shares, including shares redeemed, shares purchased and retired and shares which have been converted) shall have the status of authorized but unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as a part of another series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock.
(3)
The holders of Preferred Stock shall not have any preemptive rights except to the extent such rights shall be specifically provided for in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors.
Issuance of the classes of Common Stock and Preferred Stock . The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of any class of the Common Stock and the Preferred Stock herein authorized in accordance with the terms and conditions set forth in these Articles of Incorporation. In such amounts, to such persons, corporations, or entities, for such consideration as the Board of Directors in its sole discretion may determine and without any vote or other action by the stockholders except as otherwise required by law. The Board of Directors, from time to time, also may authorize, by resolution, options, warrants and other rights convertible into Common or Preferred Stock (collectively "Securities"). The Securities must be issued for consideration of money, property, and/or services as the Board of Directors may deem appropriate, subject to the requirement that the value of such consideration be no less than the par value of the shares issued. Any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid stock and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon, provided that the actual value of such consideration is not less than the par value of the shares so issued.
The undersigned, being the Secretary of Blue Water Global Group, Inc., does make and file this certificate, hereby declaring and certifying that the facts herein are true, and accordingly have hereunto set my hand this 14th day of September, 2015.
/s/ J. Scott Sitra
J. Scott Sitra
Secretary
- 3 -
Amendment to Articles of Incorporation
Blue Water Global Group, Inc.
There is a good reason Sitra and Taurus have not been raided by Feds.
You can not raid a Photoshopped building (see IBOX for details.)
What is a “Trip-Zero” stock?
A trip-zero stock is a penny stock which has a price that includes a decimal point, followed by three – ‘trip’ – zeros, and then a single digit. Because the lowest share fraction tradable by a retail investor is .0001, the lowest a stock can go is just the same, .0001 dollars. So, a trip-zero stock can be anywhere from .0001 to .0009. After that the stock no longer has three zeros, and simply becomes a “sub-penny” or “subber”. Ok, now let’s just try to comprehend what .0001 dollars really means. It is one ten-thousandth of a dollar, or... perhaps a little easier to grasp, one one-hundreth of a penny. Chop a penny into 100 little pieces, as shown below, and you can buy yourself one whole share of a .0001 stock with just one piece!
How does a stock get to .0001?
So you may be asking yourself, “How the heck does a stock go this low?” Well, the answer to that depends on the stock, but generally it is due to dilution, and the subsequent supply of shares outpacing the demand for them. If nobody is willing to buy the stock, and the selling continues, the stock goes down down down, all the way to .0001… and then, when nobody is willing to buy, not even at .0001, the bid disappears. These are “no-bid” stocks, and typically their asking price, or offer, then becomes .0001.
Accomplices, also known as shills, help manipulate the mark into accepting the perpetrator's plan. In a traditional confidence trick, the mark is led to believe that he will be able to win money or some other prize by doing some task. The accomplices may pretend to be strangers who have benefited from performing the task in the past
Confidence tricks exploit typical human characteristics such as greed, dishonesty, vanity, opportunism, lust, compassion, credulity, irresponsibility, desperation, and naïvety. As such, there is no consistent profile of a confidence trick victim; the common factor is simply that the victim relies on the good faith of the con artist. Victims of investment scams tend to show an incautious level of greed and gullibility, and many con artists target the elderly, but even alert and educated people may be taken in by other forms of a confidence trick.`
.
I bet JAWS has bluu pay Taurus for every 8-k that is filed. Someone has to write the 8-K and file with the SEC and looking at the $550,000 Taurus was owed lol the tab runs up quickly.
Not a shareholder has asked why in the world would BLUU have owed Taurus about $550,000
These toxic landers making a bundle. JAWS should have gone to Loan Sharks and gotten a better deal.
Now the toxic Lenders just want to get paid back and the price does not matter.
There is a never ending line of suckers that do not understand toxic financing and dilution
UNTIL. UNTIL YOU HAVE LOST ALL YOUR MONEY
an applicable conversion rate of $0.00095 a share
Scott Sitra is JAWS of DEATH!!
JDF Capital, Inc. (February 20, 2015 Note)
On September 3, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $9,500.00 and issued 10,000,000 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.00095 a share pursuant to the JDF Capital convertible note described in detail the Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on February 23, 2015.
The remaining principal balance on this note is $90,500.00.
As of September 15, 2015, Blue Water had 229,936,543 shares of its common stock issued and outstanding
JAWS has been RUNNING the CON for so long and swindled so many its amazing that JAWS is allowed to be involved with a public company.
"at an applicable conversion rate of $0.001265 a share pursuant"
BARFF!!
Scott Sitra is JAWS of DEATH Spiral Financing
A few alterations and the blue Water penny stock restaurant could be converted into a jail cell for JAWS
How low will the BLUU share selling scam go today?
"issued 8,823,529 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.0017 a share"
"As of September 9, 2015, Blue Water had 206,413,366 shares of its common stock issued and outstanding."
Scott Sitra is JAWS of Death Spiral financing
=======================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): September 8, 2015
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
333-174557
(Commission
File Number)
45-0611648
(I.R.S. Employer
Identification Number)
Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 3.02
Unregistered Sales of Equity Securities
KBM Worldwide, Inc. (February 17, 2015 Note)
On September 8, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $15,000 and issued 8,823,529 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.0017 a share pursuant to the KBM Worldwide convertible note described in detail the Form 8-K filed with the SEC on February 23, 2015.
The remaining principal balance on this note is $5,240.00.
As of September 9, 2015, Blue Water had 206,413,366 shares of its common stock issued and outstanding.
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.
BLUE WATER GLOBAL GROUP, INC.
Dated: September 9, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
2
Recent Trades - Last 10 of 50
Time ET Ex Price Change Volume
15:59:38 Q 0.00245 -0.00015 3,225,000
15:58:48 Q 0.0023 -0.0003 19,320
15:54:34 Q 0.0023 -0.0003 80,680
15:04:15 Q 0.00242 -0.00018 1,307,864
15:02:20 Q 0.002 -0.0006 298,198
14:54:43 Q 0.0022 -0.0004 80,000
14:46:07 Q 0.0025 -0.0001 100,000
14:26:41 Q 0.0025 -0.0001 25,000
14:14:36 Q 0.0025 -0.0001 75,000
14:14:29 Q 0.00235 -0.00025 10,000
The JAWS Grand experiment. Only if he could tell everyone how he is oing to pay for all the costs in running a penny stock restaurant
JAWS should start out by telling everyone how Taurus Financial Partners (JAWS company with photoshopped building) was owed just short of $550,000
What did Taurus do to run up that tab?
Recent Trades - Last 10 of 82
Time ET Ex Price Change Volume
16:00:48 Q 0.00233 -0.00027 2,853,352
15:46:35 Q 0.0026 150,000
15:34:35 Q 0.0023 -0.0003 17,000
15:26:42 Q 0.0023 -0.0003 10,000
15:26:28 Q 0.0026 30,000
14:46:44 Q 0.0024 -0.0002 10,000
14:46:37 Q 0.0025 -0.0001 164,200
14:46:28 Q 0.0025 -0.0001 160,800
14:46:28 Q 0.0025 -0.0001 82
14:45:44 Q 0.0025 -0.0001 1,000,000
As If God Created the Devil and Gave
Him... Jaws
JAWS running Restaurant scamolla for years. The best thing that could happen to investors would be for the SEC to shut down this OUTLANDISH SCAM down.
Notice in the SEC filings there is no mention whatsoever about a leasehold or its terms.
Scott Sitra is JAWS of DEATH SPIRAL FINANCING!!
There is much more to convert. Which SEC filing did you see this not happening?
With multiple unaffiliated Toxic lenders converting it comes down to who can sell first for the biggest profits as the stock continues to SINK.
200 to 1 reverse stock split seems likely
With Kurt and Seth Kramer as one of JAWS Toxic money outlets it should be no surprise why the stock tanked.
Have to be desperate to go these two with their ttrack record..
JAWS Sitra has a long track record of shareholder wipeouts.
More conversions!! Scott Sitra is JAWS of DEATH Spiral Financing. As of September 3, 2015, Blue Water had 197,589,837 shares of its common stock issued and outstanding.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10899426
=========================================================
Item 3.02
Unregistered Sales of Equity Securities
KBM Worldwide, Inc. (February 17, 2015 Note)
On September 2, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $13,760.00 and issued 6,552,381 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.0021 a share pursuant to the KBM Worldwide convertible note described in detail the Form 8-K filed with the Securities and Exchange Commission (“ SEC ”) on February 23, 2015.
The remaining principal balance on this note is $20,240.00.
LG Capital Funding, LLC (December 22, 2014 Note)
On September 2, 2015 Blue Water received a Notice of Conversion in the amount of $7,000 and issued 4,334,134 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.001705 a share pursuant to the LG Capital Funding, LLC convertible note described in detail the Form 8-K filed with the SEC on December 23, 2014.
The remaining principal balance on this note is $9,000.
Union Capital, LLC (January 26, 2015 Note)
On September 2, 2015 Blue Water received a Notice of Conversion in the amount of $5,000 and issued 2,721,506 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.001925 a share pursuant to the Union Capital, LLC convertible note described in detail the Form 8-K filed with the SEC on January 29, 2015.
The remaining principal balance on this note is $20,000.00.
Adar Bays, LLC (December 22, 2014 Note)
On September 3, 2015 Blue Water received a Notice of Conversion in the amount of $8,000 and issued 4,692,082 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.001705 a share pursuant to the Adar Bays, LLC convertible note described in detail the Form 8-K filed with the SEC on December 23, 2014.
The remaining principal balance on this note is $30,000.00.
JDF Capital, Inc. (February 20, 2015 Note)
On September 3, 2015 Blue Water received a Notice of Conversion in the amount of $9,920.00 and issued 6,613,333 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.0015 a share pursuant to the JDF Capital convertible note described in detail the Form 8-K filed with the SEC on February 23, 2015.
The remaining principal balance on this note is $100,000.00.
As of September 3, 2015, Blue Water had 197,589,837 shares of its common stock issued and outstanding.
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.
BLUE WATER GLOBAL GROUP, INC.
Dated: September 3, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
3
Poor dumb schlubs, nobody even asking how BLUU owed Taurus Financial Partners (The company JAWS owns which headquarters is a photoshopped building) almost $550,000. See IBOX for details)
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10896247
The OUTLANDISH Toxic shareselling scam just keeps going lower
Market Makers NITE and CDEL appear to be doing a great job for the Toxic lender to keep the stock up as they dump millions and millions of shares on the market.
They have been doing a great job all the way down from 16 cents
Scott sitra is JAWS of Death Spiral Financing
Great to see how JAWS enriched himself with the latest SEC filing.
On August 31, 2015 Blue Water Global Group, Inc. (“ Blue Water ”) received a Notice of Conversion in the amount of $15,000 and issued 5,000,000 shares of its common stock, $0.001 par value, at an applicable conversion rate of $0.003 a share pursuant to the KBM Worldwide convertible note described in detail the Form 8-K filed with the SEC on February 23, 2015.
The remaining principal balance on this note is $34,000.00.
As of September 1, 2015, Blue Water had 172,676,401 shares of its common stock issued and outstanding.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10894703
"IE, the CEO of BLUU just payed himself in preferred shares"
You dont think he was stupid enough to take common shares?