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HIGH PERFORMANCE BEVERAGES CO. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

June 16, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 6, 2014, High Performance Beverages Company, a Nevada corporation (the "Company"), sold an 8% Convertible Promissory Note in the principal amount of $60,000 (the "Note") pursuant to a Securities Purchase Agreement with Caesar Capital Group, LLC. The Note matures on June 5, 2015.

The Note may be converted into common stock of the Company, $0.001 par value per share, at any time six months after the date of issuance at a price equal to 60% of the lowest VWAP value as posted on Bloomberg of the common stock for the five (5) prior trading days, but no more than $0.008 per share.

The foregoing descriptions of the Note and Securities Purchase Agreement referred to above do not purport to be complete and are qualified in their entirety by reference to the Note and Securities Purchase Agreement, copies of which are attached to this Current Report on Form 8-K and incorporated into this Item by reference.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, ("Securities Act") for the private placement of the security referenced herein pursuant to Section 4(a)(2) and Rule 506 of Regulation D as promulgated under the Securities Act.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description 4.1 Form of 8% Convertible Promissory Note 10.1 Securities Purchase Agreement by and between High Performance Beverages Co. and Caesar Capital Group, LLC, dated June 6, 2014 2



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Source: Edgar Glimpses


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