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): April 20, 2004
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its amended charter)
Delaware 0-20549 62-1681831
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408 USA
(Address of principal executive offices)
(561) 625-1411
Registrant's telephone number
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(Former name or former address if changed since last report)
Item 9. Regulation FD Disclosure
Public Conference Call
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On April 27, 2004, the Company conducted a public conference call to
announce and discuss the results contained in its Form 10-KSB for the year
2003, filed on April 14, 2004. The following matters were discussed at
that conference call:
New Retail Outlets Added for Sales of the Company's Products
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Not Previously Announced
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Since year-end 2003, the Company has been in a transition period with
the development and introduction of four new Slammers(R) product lines as
reported in its Form 8-K, filed on April 20, 2004. In addition to the
5,300 authorized 7-Eleven stores , previously announced on March 3, 2004,
the company has added supermarket chains representing a total of 3,288 new
stores, including Ralph's on the West Coast, HEB in Texas, Food Lion,
Albertson's in Florida, Bi-Lo in Georgia and the Carolinas, A&P in New
England, Super Fresh and Mars in Maryland, Farmer Jacks in Michigan, A&P in
New Orleans, Waldbaums and Pathmark in the NYC metro region, Wal-Mart in
its 1220 Super Centers on a promotional trial basis, Super Target's 119
stores, and Associated Grocers, Met Foods, Pioneer, Gristedes, Krasdale,
King Kullen and Kings in New York.
The Company reported that chains and stores representing an
additional 11,559 outlets have expressed an interest in the Company's new
products and are in the process of evaluating whether to carry the new
lines.
New Distributors Added for Sales of the Company's Products
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Not Previously Announced
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The Company announced the creation of an extensive distribution
network for its new lines of Slammers(R) products, including Bareman in
Detroit, Velda Farms in Florida, Berkley Farms in California, Oak Farms in
the Dallas - Fort Worth region, Sinton Dairy in Colorado, Prairie Farms in
St. Louis, MarvaMaid in Virginia and Maryland, Tuscan/Lehigh in NY, NJ and
Pennsylvania, Garelick Farms in New England, White Rose in the Greater NY
region, C&S Metro in the NYC area, and C&S New England.
Expected Launch of the Company's New Slammers(R) Products
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The Company announced that shipment of its products were scheduled
for Target that day, to 7-Eleven on May 3, and to Wal-Mart in early June
2004, in time for the "Spider-Man 2" movie release. In addition, the
Company expects to have its new products shipped to stores in Middle East
on May 19, 2004, in Puerto Rico (yogurt) in the second quarter 2004, and in
Mexico by June 2004. There are no current plans for Canada, although the
Company expects to sign a production agreement for another significant
international region in this second quarter.
Update on School Programs
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The Company reported that the new products are more on target with
Food Service Directors than the Looney Tunes line from demographic and
perceived value perspectives. The Company also reported that it has been
awarded bids for providing Slammers(R) products in schools by the
Mississippi Department of Education, the Lee County School District in
Florida, the Grand Rapids Public Schools in Michigan, the Shawnee Mission
School District in Kansas and the Onalaska School District in Alaska.
New Business Model (Revenue Recognition) and Forecasts
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The company announced that, commencing with the first quarter 2004,
it will report gross revenue in the United States on the basis of the
wholesale sales of its products. In prior years, the Company reported as
gross revenue the proceeds from the sale of its "kits" to dairy processors,
with which it has production agreements, and the differential between the
wholesale price and the "dock price" charged to the Company by its
processors. Kits consist of flavor ingredients and production rights for
the product utilizing the Company's owned and licensed intellectual
property.
The Company will not utilize the sale of kits as a revenue event in
the United States. The Company will have co-pack arrangements with its
processors for the production of the Slammers(R) products for the Company.
As a result, the Company will report higher gross revenues in the United
States, offset by production costs. The Company expects that its gross
margin for United States sales will be approximately 28% to 30%.
The Company will continue to utilize the "kit" model for
international sales, in recognition of the fact that, unlike the
relationship of the Company with its processors in the United States,
international processors are fully responsible for sales on the wholesale
level in their respective countries.
The Company anticipates gross revenues from $1.5 to $1.7 million
in the second quarter 2004, which includes approximately $250,000 from
international sales. The Company anticipates an increase in those revenues
in the third quarter 2004.
Items 5 and 9.
New Financing
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On April 20, 2004, it entered into a Subscription Agreement with
Longview Fund, LP and Alpha Capital Aktiengesellschaft for the issuance of
two convertible 10% notes in the amount of $250,000 each and warrants for the
purchase of, in the aggregate, 3,000,000 shares of common stock, at $0.15
per share. The notes are convertible into shares of common stock of the
Company at $0.10 per common share. The notes are payable in ten monthly
installments, commencing November 1, 2004. In connection with this
transaction, the Company issued two additional notes in the aggregate
amount of $50,000, upon identical terms as the principal notes, as a
finder's fee.
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.
Bravo! Foods International Corp.
Date: April 28, 2004 By: /s/ Roy G. Warren
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Roy G. Warren,
Chief Executive Officer