UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
☒ Preliminary
Information Statement
☐ Definitive
Information Statement
☐ Confidential,
for Use of the Commission Only (as permitted by Rule 14A-6(e)(2))
HIGH
PERFORMANCE BEVERAGES COMPANY
(Name
of Registrant as Specified In Its Charter)
Copies
to:
Andrea
Cataneo, Esq.
61
Broadway, 32nd Floor
New
York, NY 10006
Fax:
212-930-9725
Payment
of Filing Fee (Check the appropriate box):
☒ No
fee required.
☐ Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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☐ Fee
paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
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(1)
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Amount Previously Paid:___________
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(2)
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Form, Schedule or Registration Statement No.:___________
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(3)
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Filing Party:___________
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(4)
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Date Filed:___________
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HIGH PERFORMANCE BEVERAGES COMPANY
5137
E. Armor St.
Cave
Creek, AZ 85331
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14
OF
THE SECURITIES EXCHANGE ACT OF 1934
AND
REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
This
information statement has been mailed on or about *, 2016 to the shareholders of record on September 7, 2016 (the “
Record
Date
”) of High Performance Beverages Company, a Nevada corporation (the “
Company
”), in connection
with certain actions to be taken by the written consent by the holders of a majority of the voting power of the outstanding capital
stock of the Company, dated as of September 7, 2016. The actions to be taken pursuant to the written consents may be taken on
or about *, 2016, 20 days after the mailing of this Information Statement.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL
BE DESCRIBED HEREIN.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
By
Order of the Board of Directors,
/s/
Toby McBride
Chief
Executive Officer
NOTICE
OF ACTION TO BE TAKEN PURSUANT THE WRITTEN CONSENT OF SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE OUTSTANDING SHARES
OF STOCK OF THE COMPANY IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS, DATED SEPTEMBER 7, 2016.
To
the Company’s Shareholders:
NOTICE
IS HEREBY GIVEN
that the following action (the “Action”) has been approved pursuant to the written consent
of the holders of a majority of the voting power of the outstanding capital stock of the Company dated September 7, 2016, in lieu
of a special meeting of the shareholders.
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1.
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To authorize
the Board of Directors of the Company to amend its Articles of Incorporation, as amended (the “
Articles
”),
to increase the number of authorized shares of common stock of the Company, par value $0.00001 per share (the
“Common
Stock”
) from 5,000,000,000 to 20,000,000,000 shares.
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OUTSTANDING
SHARES AND VOTING RIGHTS
As
of the record date of September 7, 2016 (the “
Record Date
”), the Company's authorized capitalization consisted
of 5,000,000,000 shares of Common Stock, of which 3,471,453,874 shares were issued and outstanding and 1,000,000 shares of Series
A Preferred Stock, of which 100,000 shares were issued and outstanding. Each share of Common Stock entitles its holder
to one vote on each matter submitted to the shareholders. Series A Preferred Stock entitles its holders to fifty-one percent
(51%) of the total votes on each matter submitted to the shareholders regardless of the actual number of shares of Series A Preferred
Stock then outstanding. Because shareholders holding a majority of the voting rights of all outstanding shares of the capital
stock as of the Record Date have voted in favor of the foregoing actions by resolution dated as of the Record Date, no other shareholder
consents will be solicited in connection with this Information Statement.
Shareholders
of record on the Record Date will be entitled to receive this notice and Information Statement.
Pursuant
to Rule 14c-2 under the Securities Exchange Act of 1934 (the “
Exchange Act
”), the actions described herein
will not be implemented until a date at least 20 days after the date on which this Information Statement has been mailed to the
shareholders. The Company anticipates that the amendment discussed above will be effected on or about the close of business of
*, 2016.
This
Information Statement will serve as written notice to shareholders pursuant to Section 78.370 of the Nevada Revised Statutes.
ABOUT
THE INFORMATION STATEMENT
What
is the Purpose of the Information Statement?
This
Information Statement is being furnished to you pursuant to Section 14 of the Exchange Act to notify the Company's shareholders
as of the Record Date of certain corporate actions expected to be taken pursuant to the consents or authorizations of shareholders
representing a majority of the Company’s outstanding voting capital.
Shareholders
holding a majority of the voting power of the Company's outstanding stock voted in favor of the corporate matters outlined in
this Information Statement, consisting of an amendment to the Company’s Articles to authorize the Board of Directors of
the Company to amend its Articles to increase the number of authorized shares of Common Stock from 5,000,000,000 to 20,000,000,000
shares.
Who
is Entitled to Notice?
Each
outstanding share of Common Stock and Series A Preferred Stock as of the Record Date will be entitled to notice of each matter
to be voted upon pursuant to consents or authorizations. Shareholders as of the close of business on the Record Date that held
in excess of fifty percent (50%) of the voting power of the Company's outstanding shares of capital stock voted in favor of the
Action.
What
Constitutes the Voting Shares of the Company?
The
voting power entitled to vote on the Action consists of the vote of the holders of a majority of the voting power of the outstanding
capital stock comprised of the holders of the Company’s outstanding Common Stock, each of whom is entitled to one vote per
share, and Series A Preferred Stock, which entitles the Series A Preferred Stock holders to fifty-one percent (51%) of the total
votes on each matter submitted to the shareholders regardless of the actual number of shares of Series A Preferred Stock then
outstanding. As of the Record Date, there were 3,471,453,874 shares of Common Stock issued and outstanding and 100,000 shares
of Series A Preferred Stock issued and outstanding.
What
Corporate Matters have been voted on ?
Shareholders
holding a majority of the voting power of the Company’s outstanding capital stock have voted in favor of the following Action:
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1.
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To authorize
the Board of Directors of the Company to amend the Company’s Articles to increase the number of authorized shares of
Common Stock from 5,000,000,000 to 20,000,000,000 shares.
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What
Vote was Required to Approve the Action?
The
affirmative vote of a majority of the voting power of the shares of the Company’s capital stock outstanding on the applicable
record date was required for approval of the Action. A majority of the voting power of the outstanding shares of capital stock
have voted in favor of the Action. The holders who have voted in favor of the Action comprise of two persons named
in the beneficial ownership table appearing below, consisting of Toby McBride and Michael Holley.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of September
7, 2016 by (i) each person who is known by us to beneficially own more than 5% of the Company’s Common Stock; (ii) each
of the Company’s officers and directors; and (iii) all of the Company’s officers and directors as a group.
Beneficial
ownership has been determined in accordance with the rules and regulations of the Securities and Exchange Commission (the “
Commission
”)
and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table
below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.
Beneficial
Owner of
Shares (1)
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Number
of Shares of Common Stock Beneficially Owned
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Percentage
of Shares of Common Stock Beneficially Owned (2)
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Total
Voting Percentage of Common Stock (2)
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Number
of Shares of Series A Preferred Stock Beneficially Owned
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Percentage
of Shares of Series A Preferred Stock Beneficially Owned (3)
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Total
Voting Percentage of Series A Preferred Stock (4)
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Toby
McBride
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28,125
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*
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*
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100,000
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50
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%
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25.5
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%
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Michael
Holley
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28,125
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*
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*
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100,000
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50
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%
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25.5
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%
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All
Directors and Officers as a group (2 persons)
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56,250
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*
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*
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200,000
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100
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%
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51
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%
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*
less than 1%.
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(1)
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Except
as otherwise indicated, the address of each beneficial owner is the Company’s address.
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(2)
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Applicable
percentage ownership is based on 3,471,453,874 shares of Common Stock outstanding as
of September 7, 2016 together with securities exercisable or convertible into shares
of Common Stock within 60 days of September 7, 2016 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the Commission and generally
includes voting or investment power with respect to securities. Shares of Common Stock
that are currently exercisable or exercisable within 60 days of September 7, 2016 are
deemed to be beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person.
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(3)
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Applicable
percentage ownership is based on 100,000 shares of Series A Preferred Stock outstanding as of September 7, 2016
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(4)
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Series
A Preferred Stock entitles its holders to fifty-one percent (51%) of the total votes on each matter submitted to the shareholders
regardless of the actual number of shares of Series A Preferred Stock then outstanding.
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ACTION
I
TO
AUTHORIZE THE BOARD OF DIRECTORS TO EFFECTUATE THE
AMENDMENT
OF THE COMPANY’S ARTICLES
TO
INCREASE THE COMPANY’S AUTHORIZED COMMON STOCK
The
Board of Directors and the holders of a majority of the voting power of the Company’s voting capital have adopted resolutions
approving an amendment to the Company’s Articles to increase the number of authorized shares of Common Stock of the Company
(the “
Increase of Authorized Common Stock
”), as described below.
The
form of the amendment to the Company’s Articles to increase the Company’s authorized shares of Common Stock will be
substantially as set forth on
Appendix A
(subject to any changes required by applicable law). The
Increase of Authorized Common Stock would authorize the Company’s Board of Directors to effect an Increase of Authorized
Common Stock of the Company from 5,000,000,000 shares to 20,000,000,000 shares.
Purpose
of the Amendment
The
Company currently has no specific agreements or plans with respect to the additional authorized but unissued shares of Common
Stock. The general purpose of the Increase of Authorized Common Stock is to enhance the Company’s ability to finance the
development and operation of its business.
Potential
uses of the additional authorized shares of Common Stock may include public or private offerings, conversions of convertible securities,
issuance of options pursuant to employee benefit plans, acquisition transactions and other general corporate purposes. Increasing
the authorized number of shares of the Common Stock will give the Company greater flexibility and will allow the Company to issue
such shares, in most cases, without the expense or delay of seeking stockholder approval. The Company currently has no specific
agreements with respect to the additional authorized but unissued shares of Common Stock. However, the Company may in the future
issue shares of its Common Stock in connection with financing transactions and other corporate purposes which the Board of Directors
believes will be in the best interest of the Company’s stockholders, including in connection with respect to agreements
with athletes who endorse the Company’s products. Shares of Common Stock carry no pre-emptive rights to purchase additional
shares.
Effect
of the Increase of Authorized Common Stock
The
Increase of Authorized Common Stock will not have any immediate effect on the rights of existing stockholders, and the Company
currently has no specific agreements with respect to the additional authorized but unissued shares of Common Stock. However, the
Company’s Board of Directors will have the authority to issue authorized shares of Common Stock without requiring future
stockholder approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that
additional authorized shares of Common Stock are issued in the future, the issuance will decrease existing stockholders’
percentage equity ownership and, depending upon the price at which such shares of Common Stock are issued, could be dilutive to
the existing stockholders.
The
increase in the authorized number of shares of Common Stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and
unissued Common Stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance
of additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of outstanding
shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking
to obtain control of the Company.
No
Appraisal Rights
Under
Nevada law and the Company’s charter documents, holders of the Company’s Common Stock will not be entitled to dissenter’s
rights or appraisal rights with respect to the Increase of Authorized Common Stock.
Interests
of Certain Persons in the Action
Certain
of the Company’s officers and directors have an interest in this Action as a result of their ownership of shares of our
Common Stock, as set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management”
above. However, we do not believe that our officers or directors have interests in this Action that are different from
or greater than those of any other of our stockholders.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This
Information Statement includes forward-looking statements. You can identify the Company’s forward-looking statements by
the words “expects,” “projects,” “believes,” “anticipates,” “intends,”
“plans,” “predicts,” “estimates” and similar expressions.
The
forward-looking statements are based on management’s current expectations, estimates and projections about us. The Company
cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that
we cannot predict. In addition, the Company has based many of these forward-looking statements on assumptions about future events
that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from what the Company has expressed
or forecast in the forward-looking statements.
You
should rely only on the information the Company has provided in this Information Statement. The Company has not authorized any
person to provide information other or different than that provided herein. You should not assume that the information in this
Information Statement is accurate as of any date other than the date on the front of the document.
HOUSEHOLDING
Only
one Information Statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of the stockholders. This practice, known as “householding,” is intended to eliminate duplicate mailings,
conserve natural resources and help us reduce our printing and mailing costs. We undertake to deliver promptly, upon written or
oral request, a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the
Information Statement was delivered.
If
multiple stockholders sharing an address have received one copy of this Information Statement and would prefer us to mail each
stockholder a separate copy of future mailings, you may send your request to: HIGH PERFORMANCE BEVERAGES COMPANY, 5137 E. Armor
St., Cave Creek, AZ 85331 or call us at (602) 326-8290. Additionally, if current stockholders with a shared address received multiple
copies of this Information Statement and would prefer us to mail one copy of future mailings to stockholders at the shared address,
you may send your request to the above mailing address or call the above phone number.
ADDITIONAL INFORMATION
The
Company will provide upon request and without charge to each shareholder receiving this Information Statement a copy of the Company's
Annual Report on Form 10-K filed on November 18, 2015, which includes audited financial statements for the period ended July 31,
2015 and 2014 and the quarterly reports on Forms 10-Q for the quarters ended October 31, 2015, January 31, 2016 and April 30,
2016, including the financial statements and financial statement schedule information included therein, as filed with the Commission.
Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained at
the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such material can be obtained upon written request addressed
to the Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains
a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System.
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By order of the Board of
Directors
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September 12, 2016
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/s/
Toby McBride
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Toby McBride
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Chief Executive Officer
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Appendix
A
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390
●
After Issuance of Stock)
1.
Name of corporation:
High
Performance Beverages Company
2.
The articles have been amended as follows: (provide article numbers, if available)
Subsection
a of ARTICLE VIII is hereby amended and restated as follows:
The
number of Common Stock which the Corporation is authorized to issue shall be 20,000,000,000 shares, par value $0. 00001. The number
of Preferred Stock the Corporation is authorized to issue shall be 1,000,000 shares, par value $0.001.
3. The
vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required
by the provisions of the articles of incorporation have voted in favor of the amendment is: _________
4. Effective
date of filing: (optional) Date:
__________ Time:
__________
(must not be later than 90 days after the certificate is filed)
5.
Signature: (required)
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