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Re: bfavre40 post# 198147

Wednesday, 11/12/2014 2:29:24 AM

Wednesday, November 12, 2014 2:29:24 AM

Post# of 347753
Good find.

I THINK this is correct....

It looks like the note due was for almost 600K dollars. The conversion to Preferred Shares roughly covered half of it and the rest was to be covered by issuing shares and allowing MSF & FTB to own nearly 20% of Level 5 Beverage.

On July 23, 2012, we entered into a Securities Purchase Agreement and Convertible Promissory Note between the Company and its former Chief Executive Officer for $588,299. The convertible notes carry a 5% rate of interest and are convertible into common stock at a variable conversion price of 50% of the market price which shall be calculated as the lowest day during the preceding 5 days before conversion. The Convertible Promissory Notes are due on demand. On March 22, 2013, $200,000 of the note was purchased by, assigned to and restated for unrelated third parties: $100,000 to MSF International, Inc. and $100,000 to FTB Enterprises, Inc.

John Powers isn't selling shares.

All of the shares he had are now Preferred B. Let's see if MSF and FTB are paid off.

On February 21, 2013, the Company entered into an Agreement with MSF International, Inc. a Corporation formed under laws of Belize (the “Holder”) for the acquisition of 9.9% of the Company’s interest in and to Level 5 Beverage Company, Inc. (“Level 5”).

The Holder will forgive its entire Convertible Note, in principal amount of Fifty Thousand and U.S. Dollars ($50,000) in exchange for transfer and assignment of the Holder of Nine and Nine-tenths percent (9.9%) of the rights, interest and title to Level 5. The Company shall deliver to the Holder Bill of Sale with respect to the partial transfer and the partial Assignment (the “Debt Exchange”).

On February 21, 2013, the Company entered into an Agreement with FTB Enterprises, Inc. a Corporation formed under laws of Belize (the “Holder”) for the acquisition of 9.9% of the Company’s interest in and to Level 5 Beverage Company, Inc. (“Level 5”).

The Holder will forgive its entire Convertible Note, in principal amount of Fifty Thousand and U.S. Dollars ($50,000) in exchange for transfer and assignment of the Holder of Nine and Nine-tenths percent (9.9%) of the rights, interest and title to Level 5. The Company shall deliver to the Holder Bill of Sale with respect to the partial transfer and the partial Assignment (the “Debt Exchange”).

On May 21, 2014, we issued 50,000,000 common shares in one (1) transaction upon conversion of a convertible promissory note dated July 23, 2012. ($12,500)

On August 1, 2014, the Company issued 50,000,000 common shares for the conversion of $12,500 pursuant to a convertible promissory note dated July 23, 2012.

On September 9, 2014, the Company issued 50,000,000 common shares for the conversion of $12,500 pursuant to a convertible promissory note dated July 23, 2012.

On September 11, 2014, the Company issued 25,000,000 common shares for the conversion of $6,250 pursuant to a convertible promissory note dated July 23, 2012.

On September 30, 2014, the Company issued 50,000,000 common shares for the conversion of $12,500 pursuant to a convertible promissory note dated July 23, 2012.

On October 9, 2014, the Company issued 25,000,000 common shares for the conversion of $6,250 pursuant to a convertible promissory note dated July 23, 2012.

October 10, 2014, the Company issued 68,632,000 common shares for the conversion of $17,158 pursuant to a convertible promissory note dated July 23, 2012.

On October 29, 2014, the Company issued 25,000,000 common shares for the conversion of $6,250 pursuant to a convertible promissory note dated July 23, 2012.

100,000-85,908=$14,092 remaining.