Replies to post #92886 on High Performance Beverages Comp. (TBEV)

[poorguy1]

So its all on your honest opinion and not 100% sure.theras a company that recieved a $10mil financing from blackbridge. The pps jump from 0003-.0015 in a day but came back down to 4-3 range til now.they even hire an antifraud especialist to their board of directors.

[my2Mustangs]

Might want to read the details of the "up to $5M" in the 8K section by section because it doesn't sound like you have.

7 new notes will be created, 1 for the "commitment fee" of 40K @ 12% due by June 17, 2016 on the $40K note plus interest which nets TBEV $-0-. It doesn't state the conversion rate. Then there will be 6 individual monthly notes for $75K each for the "bridge loan" monies.

Here is the 1st note which really doesn't make sense because of the OID amount of $6,750.

High Performance Beverages Co., (hereinafter called the "Company" or "TBEV"), hereby promises to pay to the order of GHS Investments, LLC, a Nevada Limited Liability Company, or its registered assigns (the "Holder") the sum of $74,250, together with any interest as set forth herein, on June 4, 2016 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of Twelve percent (12%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. This Note is being issued with a six thousand seven hundred and fifty dollar ($6,750) original issuance discount ("OID").

If there is a note for $75K and an OID of $6,750 it wouldn't net the company $74,250. It would net the company $68,250.

Then there are some stipulations as to the discount of 40% of the LOWEST trading price and the number of shares that HAVE to be RESERVED "irrevocably" with the TA for the eventual 6 notes for the bridge loans.

1.2 Conversion Price.

(a) Calculation of Conversion Price. Holder, at its discretion, shall have the right to convert this Note in its entirety or in part(s) into common stock of the Company valued at a Forty Percent (40%) discount off of the lowest intra-day trading price for the Company's common stock during the Ten (10) trading days immediately preceding a conversion date, as reported by Quotestream. The Conversion Price shall, at all times, carry a floor of $.00005 ("Conversion Floor").

2


1.3 Authorized Shares. The Company covenants that during the period the conversion right exists the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note. The Company is required at all times to have authorized and reserved five times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Notes in effect from time to time)(the "Reserved Amount"). The Reserved Amount shall be increased from time to time in accordance with the Company's obligations.

The Company represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Company shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Company shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Notes.

The Company (i) acknowledges that it will irrevocably instruct its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Company does not maintain the Reserved Amount it will be considered an Event of Default as defined in this Note.

Last I heard they had an OS of 4.6B+ on an AS of 5B. So for the 1st bridge note that they say they have received that, they're already in default because they don't have enough shares left in the current AS to cover that note. At .0003 PPS the conversion would be at .00018. It would take more than 400M shares and they can't reserve that many given the current OS. So according to the above section from the 1st of 6 bridge notes, it is an "event of default." Already in default?

Now let's look at the "$5M from private equity" that you spoke of. It was reduced by the amount of the 6 individual bridge notes.
They will supposedly have access to $4.55M but their access to it is limited by the number of shares that have traded. For instance, if the trading volume average per day is 10M, the "put notice" can be for 20M with a PPS of .0003 and a discount of 25% so we're looking at .000225 X 20M that means their "put notice" will net the company $4500, but wait, the minimum is $5K unless the investor agrees to it in writing.

Here's a section from the "investment agreement" part proving what I stated above.

2.2 DELIVERY OF PUT NOTICES. Subject to the terms and conditions of the Registered Offering Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the dollar amount (designated in U.S. Dollars), which the Company intends to sell to the Investor on a Closing Date (the “Put”). The Put Notice shall be in the form attached hereto as Exhibit C and incorporated herein by reference. The maximum amount that the Company shall be entitled to Put to the Investor (the “Put Amount”) shall be equal to twice the average of the daily trading volume of the Company’s common stock during the ten (10) trading days preceding the Put Date, so long as such amount does not exceed 9.99% of the outstanding shares of the Company. The price of the Put shall be Seventy Five Percent (75%) of the lowest VWAP price for the Five (5) consecutive trading days preceding the date on which the applicable Put Notice is delivered to the Purchaser. No Put will be made in an amount lower than $5,000 or greater than $100,000, unless agreed to otherwise by the Purchaser in writing. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. There will be a minimum of ten (10) trading days between Put Notices unless agreed to otherwise by the Purchaser in writing.

There's also a "registration agreement" tied to that. TBEV will HAVE to file an S-1 with the SEC to register the shares being given to GHS.

Seen an S-1 for the "private equity" yet? No S-1 means no equity money.

The PR for the equity line was pure promotional fodder for the "DD" to feed off of and feed it has.

The equity has so many limitations on it that the put notices will never cover the monthly burn rate that they have and there are still at least 20 of the existing notes so there is just more downside still coming.

http://www.sec.gov/Archives/edgar/data/1504222/000121390015009574/0001213900-15-009574-index.htm



GL