$TBEV shareholders just got screwed twice over here by Toby McBride the OTC CEO SCUMBAG OF THE YEAR!
Not that this will matter since what's done is done, but with a maturity date of March 27th and terms stating "25 trading days prior" that means the 23rd of February was day one of setting the conversion PPS. The PPS dropped to .0004 at which point that is the lowest standing intra-day trade price in the 25 trading days prior to conversion. This means 60% of .0004 is .00016 and without the consideration of the interest the base $160,000 will convert into 1,000,000,000 shares. Now this isn't so bad right? WRONG! Add into this now the 1:10 RS that will turn about 2.5 billion OS into a mere 250 million OS and leaves the AS at 2.5 billion. Now consider the PPS opens 10x higher from the RS date PPS which was today I believe at .0005 so post RS is .005 Nice right? Got 250 million float and a PPS of .005
EXCEPT there is now a note that converted at .00016 selling 1 BILLION SHARES back into the OS! And this selling will commence POST RS at .005!! This means they START selling a BILLION shares at .005 and are MAKING money until the PPS reaches .00016 (their break even point where they converted)......
So Toby McBride basically just timed this RS in the favor of the converter. And literally ,a aged to give NO ONE but the insiders the heads up to start selling large positions.
$150,000 loan worth $1,000,000 if they only manage to average the dump at .001 - now that's a nice payday!
Also the OS will be back to 1.25 billion before the April note converts so still best get ready for another RS or an AS increase.
Sad these notes were only taken to pay their salaries, what was it in the last quarterly? Like $347,000 in salaries for the quarter ending October 2014? That means ANOTHER annual SALARY INCREASE! That works out to about $1.3 million now in combined annual salaries.
And now no one can bail before the stock trades again in 15-20 days. By which time the pps will be down 50% as usually occurs after a RS on the otc.
And this is the smaller of the notes converting. Still some pretty HEAFTY ones in April and May.
Read it for yourselves, this is not funny, this is Toby McBride at his best screwing his shareholders not only with a RS but one timed perfectly for the note holders conversion!
Item 1.01. Entry into a Material Definitive Agreement.
On August 27, 2014, High Performance Beverages Company, a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “SPA”) with an investor (“Purchaser”), pursuant to which the Purchaser purchased a debenture (the “Debenture”) with a principal balance of $160,000 for a purchase price of $150,000. The Company agreed to pay $10,000 to the Purchaser for its legal fees and expenses.
The Debenture matures on March 27, 2015 (“Maturity Date”) and bears interest at the rate of 12% per annum, payable on the Maturity Date. All overdue accrued and unpaid interest will entail a late fee at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law. The Company may not prepay the principal amount of the Debenture without the prior written consent of the holder of the Debenture.
The Debenture is convertible into shares of the Company’s common stock at the option of the holder at a conversion price equal to the lesser of (i) $0.01, subject to adjustment therein and (ii) 60% of the lowest intra-day trade price during the 25 trading days immediately prior to a conversion date. The Company shall not effect any conversion of the Debenture to the extent that after giving effect to such conversion, the holder would beneficially own in excess of 4.99% of the number of shares of the common stock outstanding. The holder, upon not less than 61 days’ prior notice to the Company, may increase the beneficial ownership limitation to 9.99% of the number of shares of the Company’s common stock outstanding.
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