Each one in plain English, with the numbers worked through for a shareholder.
17 Oct 2012capital raising announcement● NeutralMajor
The company signed a credit facility with TCA Global Credit Master Fund allowing it to borrow up to $5 million for working capital, and $700,000 was funded at closing (about $548,500 net after fees and paying off an existing lien). The loan is secured by substantially all assets of the company and HDS, bears 12% interest and is due April 11, 2013; TCA also received 3,048,781 restricted shares as a $150,000 commitment fee, and TCA can convert the debt into shares at 85% of the lowest recent average price only if there is a default. This is a new, larger and asset-secured financing, following the earlier convertible notes.
The company amended its February 17 report on the HDS acquisition to clarify and correct disclosure. New details include that Beaudette cancelled his 200,000,000 shares on February 16, the debts settled were $47,025 owed to the law firm and $50,000 owed to Beaudette, the Whetu note stood at $117,986 when settled (50,000,000 shares issued February 16), and the company now says it has had only minimal revenue to date and there is no guarantee it will build a wide customer base. No new transaction is announced.
On May 10, 2012 the company raised the ceiling on its April 5 convertible note from $700,000 to $1,275,000; the outstanding balance was $1,050,000 as of May 11. This continues the April financing: borrowing under the note has grown well beyond the initial $175,000 draw, and the note converts into shares at 80% of the three-day average closing bid price, so conversion could dilute shareholders.
The company agreed to pay Hurricane Sports Properties $30,000 (rising in later years) for Clotamin signage and advertising at University of Miami football games. This continues the series of marketing deals.
HDS agreed to pay Pulse Advertising LLC $35,940 for a radio and online advertising campaign for Clotamin in the Washington, D.C. area, starting May 15, 2012. This continues the series of marketing deals.
HDS agreed to pay $48,000 to CBS Radio for live reads, mentions, ads and sponsorships on WFAN 660AM. This continues the series of promotional spending deals.
HDS agreed to pay $51,000 to the Dayton Dragons baseball club for in-store promotions in about 90 Walgreens stores in the Cincinnati/Dayton area. This continues the series of promotional spending deals.
HDS agreed to pay $70,000 to Sovereign Talent Group for Burt Reynolds to appear in print campaigns for Clotamin for six months. This is further marketing spending, continuing the earlier promotion deals.
HDS signed two more sports-linked promotion deals: $8,000 with the Philadelphia Soul for in-store promotions in about 60 Walgreens stores, and $30,000 with the Arizona Cardinals for promotions in all Arizona Walgreens stores (about 240) plus stadium advertising. These continue the Clotamin marketing spending.
On April 5, 2012 the company took on a convertible note of up to $700,000 at 10% interest, convertible at 80% of the three-day average closing bid price, and drew $175,000 immediately. Separately, HDS paid $32,000 for Portland Trail Blazers name-and-logo rights for in-store promotions in Oregon and southern Washington Walgreens stores, plus arena advertising. The note adds funding that could convert into new shares at a discount.
HDS signed two marketing deals for Clotamin: $40,000 cash to Mega Brand Group to place it in at least 57 Winn-Dixie stores in South Florida, and an agreement with the Asian American Convenience Store Association for placement in at least 1,200 stores, paid with $50,000 cash, 1,000,000 restricted shares and warrants for 1,000,000 shares at $0.30 (shares and warrants not yet issued). This is spending on promoting Clotamin, continuing the post-acquisition business.
6 Mar 2012capital raising announcement● NeutralMajor
On March 1, 2012 the company issued a $200,000 10% convertible note to an investor, maturing March 1, 2014. It converts into common stock at a 20% discount to the 10-day average market price, so conversion would issue new shares and dilute existing holders. This is the first financing after the HDS acquisition.
17 Feb 2012asset acquisition disposition● NeutralMajor
The company (filing under the name Sunpeaks Ventures, Inc.) acquired Healthcare Distribution Specialists LLC (HDS), a specialty-drug distributor that also sells the Clotamin multivitamin, by issuing 200,000,000 restricted common shares and 3,000,000 Class A Preferred shares to HDS's owner Mackie Barch, while majority shareholder Scott Beaudette cancelled 200,000,000 of his common shares. The company says it was a shell that had abandoned its original oil and gas exploration plan, and it now operates through HDS. It also settled debts to its law firm ($4,000) and to Beaudette ($5,000) for cash, agreed to issue 50,000,000 shares to cancel a $110,000 Whetu note, and hired Barch as CEO at $1,000 a month.
