0001181431-14-009275.txt : 20140225 0001181431-14-009275.hdr.sgml : 20140225 20140225203840 ACCESSION NUMBER: 0001181431-14-009275 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140116 FILED AS OF DATE: 20140225 DATE AS OF CHANGE: 20140225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: U-SWIRL, INC. CENTRAL INDEX KEY: 0001355304 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 432092180 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 1175 AMERICAN PACIFIC #C CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: (702) 586-8700 MAIL ADDRESS: STREET 1: 1175 AMERICAN PACIFIC #C CITY: HENDERSON STATE: NV ZIP: 89074 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHY FAST FOOD INC DATE OF NAME CHANGE: 20060307 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCKY MOUNTAIN CHOCOLATE FACTORY INC CENTRAL INDEX KEY: 0000785815 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53130 FILM NUMBER: 14642610 BUSINESS ADDRESS: STREET 1: 265 TURNER DR CITY: DURANGO STATE: CO ZIP: 81301 BUSINESS PHONE: 3032590554 MAIL ADDRESS: STREET 1: 265 TURNER DRIVE CITY: DURANGO STATE: CO ZIP: 81301 4 1 rrd403504.xml X0306 4 2014-01-16 0 0001355304 U-SWIRL, INC. SWRL 0000785815 ROCKY MOUNTAIN CHOCOLATE FACTORY INC 265 TURNER DRIVE DURANGO CO 81303 0 0 1 0 Common Stock 2014-02-21 4 S 0 300000 0.15 D 8341253 D Convertible Debt .90 2014-01-16 4 A 0 7750000 7750000 A 2016-01-16 Series A Preferred Stock 8611111 8611111 D On January 16, 2014, the reporting person entered into a loan agreement with the issuer, pursuant to which the reporting person made a loan to the issuer for a revolving line of credit of up to $7.75 million. The loan is convertible by the reporting person at any time into shares of Series A preferred stock of the issuer at a conversion rate of $0.90 per share of Series A preferred stock. Interest and fees on the loan are payable in cash, shares of Series A preferred stock, or a combination of both, at the discretion of the reporting person. The conversion rate for interest and fees is $0.30 per share of Series A preferred stock. The Series A preferred stock of the issuer is convertible by the reporting person at any time into shares of common stock of the issuer on a minimum basis of one share of Series A preferred share to three shares of common stock of the issuer. /s/ Bryan J. Merryman, Chief Financial Officer 2014-02-25