-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FhPcALC97Ze0ZSwgKt+Ekj7Fq6CJahfZjyUdYniffb3157ZkBwlb2keDGUXZ3qb9 QtbMpf77ceOs0tNYe+gLJA== 0001144204-10-036741.txt : 20100706 0001144204-10-036741.hdr.sgml : 20100705 20100706164440 ACCESSION NUMBER: 0001144204-10-036741 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100701 FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARRERE BARRETT A CENTRAL INDEX KEY: 0001491804 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52685 FILM NUMBER: 10939373 MAIL ADDRESS: STREET 1: 9595 WILSHIRE BLVD. #900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BLUSH BRANDS, INC. CENTRAL INDEX KEY: 0001402212 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 261364883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9595 WILSHIRE BLVD. STREET 2: # 900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 805-969-8700 MAIL ADDRESS: STREET 1: 9595 WILSHIRE BLVD. STREET 2: # 900 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER COMPANY: FORMER CONFORMED NAME: AFH HOLDING II, INC. DATE OF NAME CHANGE: 20070606 4 1 v189979_ex.xml X0303 4 2010-07-01 0 0001402212 FIRST BLUSH BRANDS, INC. NONE 0001491804 CARRERE BARRETT A 9595 WILSHIRE BLVD. #900 BEVERLY HILLS CA 90212 0 1 0 0 CFO Common Stock 2010-07-01 4 P 0 5000 A 5000 D Warrant to purchase common stock ("Base Warrant") 1.00 2010-07-01 4 P 0 2500 A Common Stock 2500 2500 D Warrant to purchase common stock ("Par Value Warrant") 0.001 2010-07-01 4 P 0 0 A Common Stock 0 D Mr. Carrere purchased 2,500 Units, each consisting of (i) two shares of our common stock, (ii) a warrant ("Base Warrant") to purchase one share of the Issuer's common stock at an exercise price of $1.00, subject to adjustment and (iii) a warrant (the "Par Value Warrant" and together with the Base Warrants, the "Warrants") to purchase a number of additional shares of the Issuer's common stock, at par value, to be determined upon the closing of an equity financing by the Issuer yielding gross proceeds to the Issuer of not less than $2,000,000 (a "Qualified Financing"). The price per Unit was $2.00. The exercise price of the Base Warrant is initially $1.00; upon the completion of the Qualified Financing, the exercise price will be adjusted to equal the per share value of the Issuer's common stock in the Qualified Financing (the "Qualified Price"). The Base Warrant will be exercisable upon the earlier of (i) one year following the date of issuance and (ii) six months after the initial closing of an initial public offering of the Issuer's securities and will remain exercisable until the earlier of (i) the third anniversary of the date of exercisability and (ii) redemption of the Base Warrant by the Company under certain conditions. The number of shares issuable pursuant to the Par Value Warrant will be determined by subtracting the number of shares of common stock included in the Units initially purchased from the number obtained by dividing the aggregate purchase price paid for such Units by the Qualified Price. The Par Value Warrant may be exercised commencing six months after the initial closing of an initial public offering of the Issuer's securities and will remain exercisable for a period of thirty days thereafter. /s/ Barrettt Carrere 2010-07-06 -----END PRIVACY-ENHANCED MESSAGE-----