Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8 - K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of Earliest event reported): August 7, 2007
BRAVO!
BRANDS INC.
(Exact
name of registrant as specified in its amended charter)
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Delaware
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0-20539
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62-1681831
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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11300
US
Highway 1, Suite 400
North
Palm Beach, Florida 33408 USA
(Address
of principal executive offices)
(561)
625-1411
Registrant's
telephone number
(Former
name or former address if changed since last report)
Item
8.01
On
August
7, 2007, the Company’s Board of Directors determined that there were
insufficient funds available to pay third party accounting consultants for
US
GAAP valuation of derivative instruments, and its independent auditors in
connection with the preparation and filing of the Company’s Form 10-QSB for the
period ending June 30, 2007. As a result, the Board of Directors authorized
the
filing of an application by the Company for a “No-Action Letter” concerning the
non-filing with the United States Securities and Exchange Commission, based
upon
financial hardship.
The
Company lacks sufficient sales or fully committed third party funding to
continue as an ongoing business. Sustained operational losses have occurred
as a
result of the lack of performance, on a fundamental level, under a Master
Distribution Agreement with Coca-Cola Enterprises (CCE) executed in August
2005.
Anticipated sales under that agreement did not materialize and, since the
Company’s reporting of its financial results for the year ended December 31,
2006, the drop in the Company’s market capitalization has inhibited its ability
to raise sufficient funds to continue with the burden of its liabilities and
cash burn while attempting to increase sales.
The
Company has commenced the process of seeking a third party “stalking horse” in
connection with the anticipated necessity of filing for protection under Title
11, Chapter 11 of the United States Bankruptcy Code for a sale of its assets
under Chapter 11, Section 363. Absent funding by a fully committed “stalking
horse”, the Company anticipates filing for liquidation under Title 11, Chapter
7.
RISK
FACTOR:
Buying
common stock of companies in Chapter 11 bankruptcy is extremely risky and is
likely to lead to financial loss. Although a company may emerge from bankruptcy
as a viable entity, generally, the creditors and the note holders become the
new
owners of the shares. In most instances, the company's plan of reorganization
will cancel the existing equity shares or will provide for minimal distribution
of funds to shareholders. This
happens in bankruptcy cases because secured and unsecured creditors are paid
from the company's assets before common stockholders. In a Section 363 sale
of
assets, the company does not continue as a viable entity and the proceeds of
the
sale of assets are distributed to the creditors in order of their preference,
starting with secured creditors. Generally, there are little, if any, funds
distributed to existing equity holders.
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.
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Bravo!
Brands
Inc. |
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| Date: August
8, 2007 |
By: |
/s/ Roy
D.
Toulan, Jr. |
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Roy
D. Toulan, Jr., |
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Senior
Vice President |
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General
Counsel |