INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
The Company’s CEO and Chairman, Roy Warren, owns 9,000,000 shares of the Company’s Series A Convertible Preferred Stock, which are convertible into 54,000,000 shares of common stock. Pursuant to the terms and conditions of the Company’s outstanding Series A, the conversion rate and the voting rights of the Series A will not adjust as a result of any reverse stock split. No director of the Company opposed the proposed actions taken by the Company set forth in this Information Statement.
=============================================================== excerpts from the last 10-k ============================================= Future financings could adversely affect common stock ownership interest and rights in comparison with those of other security holders.
Our board of directors has the power to issue additional shares of common or preferred stock without stockholder approval. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders will be reduced, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. In addition, as of March 31, 2011, we had issued and outstanding options and warrants that may be exercised into 117,497,509 shares of common stock and 9,000,000 shares of Series A Convertible Preferred Stock that may be converted into 54,000,000 shares of common stock, convertible notes totaling $4,441,901 and accrued interest payable of $647,119 which together may be converted into 254,041,334 shares of common stock (subject to 4.99-9.99% beneficial ownership limitations). The Series A votes with the common stock on an as converted basis. Pursuant to the terms and conditions of the Company’s outstanding Series A, the conversion rate and the voting rights of the Series A will not adjust as a result of any reverse stock split. Further, the authorized but unissued Series A will not adjust as a result of any reverse split. As a result, in the event of a reverse split of our common stock, the voting power would be concentrated with the Series A holder. ======================================================== http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7351018 PR ANNOUNCING RS..ROY OWNS ALL THE 9 MILL PREFFERED SHARES
============================================================== ROY WAS A SECURITIES BROKER BEFORE HE WAS A MILKMAN..NO WONDER HES SO GOOD AT FINANCING PENNY STOCK PIPEDREAMS.. Mr. Roy Warren – Chairman, Chief Executive Officer and President since September, 2007
Mr. Warren serves as our Chairman of the Board, Chief Executive Officer and President. As Chief Executive Officer, Mr. Warren provides overall company leadership and strategy. Mr. Warren also serves as a director of our wholly owned subsidiary, Attitude Drink Company, Inc. For 15 years from 1981 through 1996, Mr. Warren was in the securities brokerage industry. During those years, Mr. Warren acted as executive officer, principal, securities broker and partner with brokerage firms in Florida, most notably Kemper Financial Companies, Alex Brown & Sons and Laffer Warren & Company. From 1999 to 2007, Mr. Warren was Chief Executive Officer of Bravo! Brands, Inc. in Florida, a public company which was a beverage brand-development company, similar to Attitude Drinks Incorporated. This experience in the beverage industry as well as with a public company led to the conclusion that he should serve as a director of the Company. =============================================================== NEPOTISM...ROYS FAMILY IS RIDING THE GRAVEY TRAIN TOO ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Roy Warren’s daughter, Niki Fuller, is employed by the Company where she is in charge of all marketing functions of the Company. Her previous experience was with another similar brand development company, Bravo Brands Inc., whereas she had worked in the marketing department. Other than receiving compensation for her employment services and some stock options, she has no other direct or indirect material interest in the Company. She earned $25,330 for the fiscal year ended March 31, 2011. She also has 26,500 stock options. In addition, Roy Warren’s son-in-law and Niki Fuller’s husband, James Fuller, is employed by the Company where he works in the sales department of the Company. He is relatively new in the beverage industry but is utilizing his previous sales experience in introducing the Company’s product to various channels in the Florida and Texas markets. Other than receiving compensation ================================================================ Litigation
On May 18, 2009, F&M Merchant Group, LLC commenced a lawsuit in the state of Texas to recover the balance owed by us under a Sales Agent Agreement entered by the parties on November 1, 2008. This agreement requires us to pay $5,000 per month and a 5% commission on all net sales. On September 3, 2009, a final judgment by default was approved by the district court in Denton County, Texas for a total sum of $22,348. This claim has been recorded on the Company’s records. Due to the lack of adequate capital financing, we have not been able to make any payments. We expect to resolve this matter as soon as practical.
On June 5, 2009, Tuttle Motor Sports, Inc. commenced a lawsuit in the state of Florida to recover the balance owed by us under a Letter of Agreement to sponsor a Top Fuel Dragster for the 2008 NHRA racing season in the amount of $803,750. Out of this total amount, only $300,000 is required to be paid in cash with the remainder to be paid in shares of common stock. This amount had already been recorded in our records. During May, 2010, Tuttle Motor Sports, Inc. dismissed the lawsuit without prejudice. Prior to that time, the parties went through mediation but were unable to settle. The likelihood of an unfavorable outcome cannot be evaluated as another lawsuit possibly could be filed against the Company.
On August 21, 2009, CH Fulfillment Services, LLC commenced a lawsuit in the state of Alabama to recover past due amounts owed by us under a contract to provide shipping and fulfillment services. The claim is for $2,106 plus interest and legal costs. This amount was already recorded on our records as well as projected interest costs of $682 and estimated court costs of $307 for
Note 13 – Commitments and Contingencies (continued):
Litigation (continued)
a total of $3,095. This amount was recorded on our records. A process of garnishment by the district court in Mobile County, Alabama was approved on September 25, 2009 for the total amount of $3,095. On October 26, 2009, the same court authorized a garnishment process to pay $657 which was done as part payment of the total due amount. No other payments have been paid.
On November 9, 2009, Nationwide Distribution Services, Inc. filed a lawsuit in the state of Florida to recover past due amounts owed by us under a contract to provide storage and warehouse fees. The Court approved a final judgment on January 11, 2010 in the sum of $3,650, court costs of $350 and interest fees of $959 for a total sum of $4,959. We have already recorded a similar amount in our records. As of April 2, 2010, we received a letter of notification from Nationwide Distribution Services, Inc. that at 12:00 noon on April 19, 2010, the products owned by us and stored at their facilities were sold at public auction. This sale constituted satisfaction of the final judgment brought against us.
On September 16, 2010, Fortitech, Inc. filed a lawsuit in the state of Florida to recover past due amounts owed by us under a contract to provide goods for a certain beverage product. Fortitech is seeking an amount of $18,584 plus interest and costs. We have already recorded $18,334 of the total in our records. We expect to resolve this matter as soon as practical.
On October 15, 2010, the Opportunity Fund, LLC filed a lawsuit in the state of Ohio to recover $120,000 and $33,000 (total of $153,000) plus interest of 15% for two short term bridge loans that are in default. These amounts have already been recorded on our records. We expect to resolve this matter as soon as practical.
On January 28, 2011, we received notification of a lawsuit filed by Vintage Filings, LLC. in the state of Florida on December 30, 2010 to recover $7,507, together with interest, for past due services. We have already recorded $7,384 of the total in our records. We expect to resolve this matter as soon as practical.
On February 23, 2011, we received notice of a lawsuit filed in the state of Florida from Co Color to recover $1,217 plus interest and court costs for past due services. Both parties agreed on a settlement amount of $1,442 which we have recorded this amount in our records. We paid the $1,442 in March, 2011 as no further actions are required. ======================================================
Note 14 – Subsequent Events
As noted in Note 7 the company is in default with most of the short-term bridge loans as we are negotiating with these debt holders to extend the due dates of these debts. SEE PAGE F44 http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8041107 =============================================================
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