Current Report Filing (8-k)

UNITED STATES

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) June 25, 2014 (June 24, 2014)

_______________

MINERCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

_______________

NEVADA	333-156059	27-2636716
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Trafalgar Square

Suite 455

Nashua, NH 03063

(Address of principal executive offices, including zip code.)

(888) 473-5150

(Registrant’s telephone number, including area code)

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 24, 2014, Level 5 Beverage Company, Inc. (“Level 5”) (the “Buyer”), a subsidiary of Minerco Resources, Inc. (collectively “we” or the “Company”) entered into an Agreement (the “Asset Purchase Agreement”), effective June 20, 2014, with Vitamin Creamer LP, a limited partnership (the “Seller”), where, among other things, Level 5 bought all right, title and interest to the (i) the Trademark “Vitamin Creamer”, and (ii) formulas and certain other intellectual property rights related to the Brand and the Products.

The summary of the Agreement is as follows (the entire Asset Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Recitals

WHEREAS Seller is the owner of (i) the “Vitamin Creamer” trademark, U.S. registered trademark Registration No. 4404886 (the “Trademark”);

WHEREAS Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all right, title and interest to the (i) the Trademark, and (ii) formulas and certain other intellectual property rights related to the Products (defined below), all upon the terms and subject to conditions contained herein.

2.1 Acquired Intellectual Property.

(a) On the terms, and subject to the conditions of this Agreement, the Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Seller all of the right, title and interest of the Seller in and to the following assets, properties and rights (the “Acquired IP”):

The “Vitamin Creamer” trademark (registered trademark Registration No. 4404886),

Including all common law rights, together with all goodwill relating to the foregoing;

The trade dress, designs, logos, trade names, UPC codes, and general intangibles of like nature, whether or not registered, relating to the Products;

Formulas, trade secrets and confidential, technical or business information (including, without limitation, ideas, formulas and compositions), with respect to the Products;

The web sites and domain names related to the Acquired IP;

All rights to sue, recover and retain damages (and costs and attorneys’ fees) for present and past infringement of any of the Acquired IP set forth above; and

All common law rights with respect to the Acquired IP set forth above.

(b) Acquired IP Free of Liens. All of the Acquired IP shall be sold, assigned, transferred, conveyed and delivered to Buyer free and clear of all pledges, liens, encumbrances, mortgages (“Liens”).

3.1 Purchase Price. The aggregate purchase price for the Acquired IP shall consist of:

(a) Cash: One Hundred Thousand Dollars ($100,000) in cash, of which Fifty Thousand Dollars ($50,000) will be paid to Seller upon execution of this Agreement, and Fifty Thousand Dollars ($50,000) (the “Holdback Amount”) will be paid to Seller within 24 months of the Closing Date of this Agreement by wire transfer of immediately available funds to a bank account or accounts as shall be designated in writing by the Seller to Buyer, and

(b) Equity: a five percent (5%) equity interest, in perpetuity, in any and all net profits (after deduction of all expenses) of Buyer related to the Acquired IP, to be issued to Seller quarterly within sixty days of the end of each quarter, and

(c) Buyer’s Marketing Spend: ten percent (10%) of any and all marketing dollars paid by Buyer, solely in marketing the Acquired IP, inuring directly to the benefit of Quintin Crye’s Racing Team(s).

3.2 Delivery of Documents. Seller shall deliver to Buyer documentation evidencing the assignment of the Trademark as filed with the U.S. Patent and Trademark Office and evidence of the transfer of any domain name from the hosting entity.

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

On June 24, 2014, Level 5 Beverage Company, Inc. (“Level 5”) (the “Assignee”), a subsidiary of Minerco Resources, Inc. (collectively “we” or the “Company”) entered into an Agreement (the “Intellectual Property Assignment Agreement”), effective June 20, 2014, with Quintin Crye, an individual (“Assignor”), where, among other things, Assignor assigned to Level 5 all right, title, and interest in and to any trademarks, domain names, copyright and other intellectual properties that Assignor owns related to the beverage brand “VITAMIN CREAMER.”

The summary of the Agreement is as follows (the entire Intellectual Property Assignment Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Recitals

WHEREAS, it is Assignor’s intention to assign and transfer to the Assignee, all of Assignor’s right, title, and interest in and to any trademarks, domain names, copyright and other intellectual properties that Assignor owns related to the beverage brand “VITAMIN CREAMER”, and

WHEREAS, Assignee intends to accept such assignment for the purpose of development, manufacture, marketing and distribution of the VITAMIN CREAMER beverage brand;

1. Definitions.

For purposes of this Agreement, “Assignor Property” means Trademark Registration No. 4404886.

For purposes of this Agreement, “Intellectual Property Rights” means intellectual property rights, including (i) any patent, patent application (whether registered or unregistered), copyright (whether registered or unregistered), copyright application (whether registered or unregistered), trademark (whether registered or unregistered), trademark application, trade name, service mark (whether registered or unregistered), service mark application, domain name, and (ii) any right to use or exploit any of the foregoing.

2. Copyrights. Assignor hereby agrees to assign and transfer to the Assignee, hereby does transfer and assign, all right, title, and interest in and to its copyrights in the VITAMIN CREAMER label and all other artwork related to VITAMIN CREAMER, including any and all renewals and extensions of such copyrights that may be secured under the laws now or hereafter pertaining thereto in the United States or in any other country.

3. Trademarks. Assignor hereby agrees to assign and transfer to the Assignee, and hereby does transfer and assign, all right, title and interest in Trademark Registration No. 4404886, together with the goodwill of the business symbolized by the Mark, and including any and all claims by Assignor against third parties for past infringement by third parties thereof, including all rights as opponents in any opposition or cancellation proceeding.

4. Domain Names. Assignor hereby agrees to assign and transfer to the Assignee, and hereby does transfer and assign, all right, title and interest in and to those domain names related to the VITAMIN CREAMER trademark. Without limiting the foregoing, Assignor agrees to promptly perform all actions required by the applicable domain name registrar to complete the conveyance of the Domain Names set forth on Annex A to the Assignee. The registrar of the Domain Names is also set forth on Annex A. Assignor agrees that it will not register or attempt to register any domain names after the Effective Date that include the word “VITAMIN CREAMER” or any variation thereof without the written permission of Assignee.

The foregoing description of the Intellectual Property Assignment Agreement is qualified in its entirety by reference to the full text of the Intellectual Property Assignment Agreement, attached as Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

On June 25, 2014, we issued the attached press release about the Asset Purchase Agreement and Intellectual Property Assignment Agreement with respect to the rights to “Vitamin Creamer.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01. OTHER EVENTS

On June 24, 2014, we announced the release of VitaminFIZZ® cans in the New York City market. On June 24, 2014, we issued the attached press release about the release of VitaminFIZZ®. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
10.1	Asset Purchase Agreement, Vitamin Creamer, dated June 20, 2014				X
10.2	Intellectual Property Assignment Agreement, Vitamin Creamer, dated June 20, 2014				X
99.1	Press Release, Vitamin Creamer, dated June 25, 2014				X
99.2	Press Release, VitaminFIZZ, dated June 24, 2014				X

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 thereunto duly authorized.

Dated: June 25, 2014	MINERCO RESOURCES, INC.

	By:	/s/ John F. Powers

Exhibit 10.1

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 20, 2014, by and among Level 5 Beverage Company, Inc. (the “Buyer”), a subsidiary of Minerco Resources, Inc., and Vitamin Creamer LP, a limited partnership (the “Seller”).

R E C I T A L S:

WHEREAS Seller is the owner of (i) the “Vitamin Creamer” trademark , U.S. registered trademark Registration No. 4404886 (the “Trademark”);

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

1.1 Definitions. Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings set forth below:

“AAA” means the American Arbitration Association.

“Acquired IP” has the meaning given to such term in Section 2.1.

“Affiliate” or “affiliate” of any specified Person means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the specified Person, and in any event shall be deemed to include (a) any Person who directly or indirectly owns or controls ten percent (10%) or more of the common equity of, or right to vote on ordinary matters for, the specified Person and (b) any officer or director of the specified Person.

“Holdback Amount” has the meaning given to such term in Section 3.1(a).

“Indemnified Party” means a Person that is entitled to the benefits of indemnification from an Indemnifying Party in accordance with the terms and conditions of this Agreement.

“Indemnifying Party” means a Party to this Agreement that has the obligation to indemnify an Indemnified Party in accordance with the terms and conditions of Article 11 of this Agreement.

“Transaction Documents” means this Agreement, the Intellectual Property Assignment Agreement, and the other agreements, documents and instruments to be executed and delivered in connection with any of the foregoing.

ARTICLE 2

PURCHASE AND SALE

2.1 Acquired IP.

The “Vitamin Creamer” trademark (registered trademark Registration No. 4404886),

including all common law rights, together with all goodwill relating to the foregoing;

The trade dress, designs, logos, trade names, UPC codes, and general intangibles of like nature, whether or not registered, relating to the Products;

Formulas, trade secrets and confidential, technical or business information (including, without limitation, ideas, formulas and compositions), with respect to the Products;

The web sites and domain names related to the Acquired IP;

All rights to sue, recover and retain damages (and costs and attorneys’ fees) for present and past infringement of any of the Acquired IP set forth above; and

All common law rights with respect to the Acquired IP set forth above.

2.2 Excluded Assets. The Seller shall not sell, assign, transfer, convey or deliver, and Buyer shall not purchase, any assets of the Seller other than the Acquired IP.

2.3 No Assumed Liabilities. The Buyer shall not assume any liabilities of the Seller

ARTICLE 3

PURCHASE PRICE

3.1 Purchase Price. The aggregate purchase price for the Acquired IP shall consist of:

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller represents and warrants to Buyer as follows:

4.1 Authority. The Seller is duly organized, validly existing and in good standing under the laws of its state of organization. The Seller has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Seller has obtained all necessary corporate or organizational approvals for the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and constitutes Seller’s legal, valid and binding obligations, enforceable against Seller in accordance with this Agreement.

4.2 Governmental Consents. There are no approvals or consents of any governmental authorities under any applicable law necessary or required in connection with the execution and delivery by the Seller for the performance of its obligations hereunder or the consummation of the transactions contemplated hereby. The consummation of the transactions contemplated hereby does not and will not result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of (i) any of the terms or provisions of Seller's Articles of Formation or Partnership Agreement; or (ii) of any indenture, agreement, judgment, decree or other instrument or restriction to which Seller is a party or by which Seller or any of the Acquired IP may be bound or affected, except in the case of clause (ii) where such breach, violation or default would not have a material adverse effect on the Acquired IP.

4.3 Litigation, etc. There are no judicial or administrative actions, suits, arbitrations, proceedings, claims or investigations, pending or threatened (a) relating to or affecting the Seller or the Acquired IP, or (b) challenging in any respect the validity of this Agreement or any other Transaction Document, the transactions contemplated hereby or thereby or the use of the Acquired IP after the Closing by Buyer. There are no facts or circumstances that may give rise to any of the foregoing.

4.4 Ownership and Transfer of Acquired IP. (a) The Seller has good and marketable title to all of the Acquired IP, and such Acquired IP is free and clear of all Liens. The Seller has the unrestricted right to sell, assign, transfer, convey and deliver to Buyer all right, title and interest in and to the Acquired IP without penalty or other adverse consequences, and upon Closing, Buyer will own all of such Acquired IP free and clear of all Liens. The Seller has not interfered with, infringed upon, misappropriated, or violated any intellectual property of third parties in any material respect, nor has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Seller must license or refrain from using any intellectual property of any third party). No third party has interfered with, infringed upon, misappropriated, or violated any Acquired IP. There are no other agreements between Seller and any third party with respect to the sale of the Acquired IP. Seller has no present or known future obligation or requirement to compensate any person with respect to the Acquired IP. Seller is currently solvent and able to pay its obligations when they come due.

4.5 Brokers, Finders, etc. The Seller is not a party to any agreement with any finder or broker, or in any other way obligated to any finder or broker, for any commissions, fees or expenses in connection with the origin, negotiation, execution or performance of this Agreement.

4.6 No Misstatements or Omissions. No representation or warranty made in this Agreement in connection with this Agreement by the Seller is false or misleading as to any material fact, or omits to state a fact required to make any of the representations or warranties made herein or statements made therein not misleading in any material respect.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Seller as follows:

5.1 Authority. Buyer has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Buyer has obtained all necessary corporate or organizational approvals for the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Buyer and constitutes Buyer’s legal, valid and binding obligations, enforceable against Buyer in accordance with this Agreement.

5.2 Reporting. Buyer shall provide full financial and accounting reports to Seller on a quarterly basis for all activity and products related to the Acquired IP. Additionally, Buyer shall provide access to its records related to the Acquired IP, at reasonable times, pursuant to written notice by Seller.

5.3 Governmental Consents. There are no Consents under applicable Law necessary or required in connection with the execution and delivery by Buyer of this Agreement, the performance of its obligations hereunder or the consummation by Buyer of the transactions contemplated hereby.

5.4 Litigation, etc. There are no judicial or administrative actions, suits, arbitrations, proceedings, claims or investigations pending or threatened against Buyer challenging in any material respect the validity of this Agreement or the transactions contemplated hereby.

5.5 Brokers, Finders, etc. Buyer is not a party to any agreement with any finder or broker, or in any other way obligated to any finder or broker, for any commissions, fees or expenses in connection with the origin, negotiation, execution or performance of this Agreement, or the transactions contemplated hereby.

ARTICLE 6

TERMINATION OF AGREEMENT

6.1 Termination. Without prejudice to the other remedies which may be available to the Parties under Law or under this Agreement, this Agreement may be terminated pursuant to the following terms:

(a) by the mutual written consent of the Seller and Buyer;

(b) by the Seller, upon written notice, if the Buyer fails to comply in full with the provisions of Article 3.1(a), whereby Buyer is obligated to transfer the Holdback Amount of Fifty-Thousand Dollars ($50,000) to Seller within 24 months of the date of this Agreement. Upon termination under this provision, all right, title and interest in all Acquired IP shall immediately revert to Seller. In such a termination circumstance, Buyer shall have no right to receive any refund of the original Fifty-Thousand dollars ($50,000) paid to Seller upon execution of this Agreement, to any amounts paid to Seller under Article 3.1(b), Equity, or to any amounts used to fulfill the obligations under Article 3.1(c), Marketing Spend. Upon such a termination circumstance as contemplated herein, the Buyer shall have no more rights, title or interests in any of the Acquired IP and Seller shall be free to offer the Acquired IP to third parties or use the Acquired IP itself for any purposes whatsoever. Regardless of the reversion of the Acquired IP to Seller under this Article 7.1(b), Seller shall maintain its rights under Article 3.1(b) to continue to receive five-percent (5%) of all net profits of Buyer related to the Acquired IP in perpetuity.

ARTICLE 7

INDEMNIFICATION

Indemnification. The parties agree to indemnify, defend and hold harmless the other and each of their respective officers, directors, stockholders, controlling persons, employees, agents, successors and assigns from and against any and all liabilities, losses damages, claims, suits, proceedings, costs, expenses (including, without limitation, reasonable attorneys’ fees), judgments, settlements, interest and penalties incurred as a result of, arising out of or in respect of any breach by the other party of any of its representations and warranties contained in this Agreement, or the failure by the other party to perform any of their covenants or agreements contained in this Agreement.

ARTICLE 8

GENERAL

8.1 Notices. All notices and other communications hereunder shall be effective only if in writing and shall be deemed given when (a) delivered in person, (b) delivered by private courier (with confirmation of delivery), (c) transmitted by email (with confirmation of transmission) or (d) three (3) Business Days after being deposited in the United States mail, first-class, registered or certified, return receipt requested, with postage paid, and

	If to Seller:	Vitamin Creamer LP c/o Jill Birkmann, Esq. 12604 Manor Drive Hawthorne, CA 90250 jill@powerbrands.us

	If to Buyer:	Level Five Beverage Company, Inc. 800 Bering Drive, Suite #250 Houston, Texas 77057 Attention: V. Scott Vanis

		with a copy (for informational purposes only) to:

		Gracin & Marlow, LLP 405 Lexington Avenue, 26th Floor New York, New York 10174 Telephone: (212) 907-6457 Facsimile: (212) 208-4657 Attention: Leslie Marlow, Esq.

or to such other address as any Party shall designate by written notice to the other Parties hereto in accordance herewith.

8.2 Non-Assignability. This Agreement shall not be assigned by the Seller or Buyer, without the express prior written consent of the other, and any attempted assignment without such consents shall be null and void. This Agreement shall inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.

8.3 Amendment; Waiver. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Seller and Buyer. No waiver by a Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or performance.

8.4 No Third Party Beneficiaries. Nothing herein shall create or establish any third-party beneficiary hereto nor confer upon any Person not a Party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.

8.5 Governing Law. This Agreement and the other related transaction documents (“Transaction Documents”) (except as expressly provided therein) shall be governed by, and construed in accordance with, the laws of the State of California applicable to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof.

8.6 Disputes. (a) Except for requests for injunctive or other equitable relief and the enforcement of the award of the arbitrators under this Section 8.6, all disputes arising in connection with this Agreement, any other Transaction Document or the subject matters hereof and thereof (including the scope of this agreement to arbitrate) shall be resolved by binding arbitration which shall be administered by AAA in accordance with AAA’s Commercial Arbitration Rules. The arbitration shall be conducted and the award shall be rendered in Los Angeles, California or such other place as the parties to the arbitration agree. Each arbitrator shall be a retired judge or a practicing attorney with no less than fifteen (15) years of experience in arbitration and in commercial law. The arbitrators shall be required to follow the Law of the State of California and the provisions of this Agreement or the other Transaction Document in question.

(b) The expenses of arbitration (including fees and expenses of counsel) shall be borne by each party or apportioned in accordance with the award of the arbitrators. Judgment upon the award may be entered in any court of competent jurisdiction. All notices relating to any arbitration hereunder shall be in writing and shall be effective if given in accordance with the provisions of Section 8.1. The arbitration provisions set forth herein shall be governed by the Federal Arbitration Act, Title 9, United States Code.

(c) By agreeing to arbitration, the Parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitrators shall have full authority to grant provisional remedies or modify or vacate any temporary or preliminary relief issued by a court, and to award damages for the failure of any Party to respect the arbitrators’ orders to that effect.

8.7 Consent to Jurisdiction. Subject to the arbitration requirements and other provisions of Section 8, the Parties irrevocably agree that all actions arising under or relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby shall be brought exclusively in any United States District Court or California State Court located in Los Angeles, California having subject matter jurisdiction over such matters, and each of the Parties hereby consents and agrees to such personal jurisdiction, and waives any objection as to the venue of such courts for purposes of such action.

8.8 Entire Agreement. This Agreement sets forth the entire understanding of the Parties hereto and supersede all prior agreements whether written or oral relating to the same subject matter.

8.9 Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect. If any provision of this Agreement is so broad as to be unenforceable, that provision shall be interpreted to be only so broad as is enforceable.

8.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The Parties to this Agreement need not execute the same counterpart.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

	VITAMIN CREAMER, LP

	By:	/s/ Darin Ezra
		Name: Darin Ezra
		Title: Partner


	By:	/s/ Quintin Crye
		Name: Quintin Crye
		Title: Partner


	By:	/s/ Jill Birkmann
		Name: Jill Birkmann
		Title: Partner

	LEVEL 5 BEVERAGE COMPANY, INC.

	By:	/s/ V. Scott Vanis
		Name: V. Scott Vanis
		Title: Chief Executive Officer

Exhibit 10.2

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

for VITAMIN CREAMER

THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (“Agreement”), dated as of June 20, 2014 (the “Effective Date”), is by and between Quintin Crye, an individual (“Assignor”), and Level 5 Beverage Company, Inc. (“Assignee”), a subsidiary of Minerco Resources, Inc.

Background

WHEREAS, Assignee intends to accept such assignment for the purpose of development, manufacture, marketing and distribution of the VITAMIN CREAMER beverage brand;

NOW, THEREFORE, in consideration of the covenants and premises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.	Definitions.

For purposes of this Agreement, “Assignor Property” means Trademark Registration No. 4404886.

Copyrights. Assignor hereby agrees to assign and transfer to the Assignee, hereby does transfer and assign, all right, title, and interest in and to its copyrights in the VITAMIN CREAMER label and all other artwork related to VITAMIN CREAMER, including any and all renewals and extensions of such copyrights that may be secured under the laws now or hereafter pertaining thereto in the United States or in any other country.

Trademarks. Assignor hereby agrees to assign and transfer to the Assignee, and hereby does transfer and assign, all right, title and interest in Trademark Registration No. 4404886, together with the goodwill of the business symbolized by the Mark, and including any and all claims by Assignor against third parties for past infringement by third parties thereof, including all rights as opponents in any opposition or cancellation proceeding.

Domain Names. Assignor hereby agrees to assign and transfer to the Assignee, and hereby does transfer and assign, all right, title and interest in and to those domain names related to the VITAMIN CREAMER trademark. Without limiting the foregoing, Assignor agrees to promptly perform all actions required by the applicable domain name registrar to complete the conveyance of the Domain Names set forth on Annex A to the Assignee. The registrar of the Domain Names is also set forth on Annex A. Assignor agrees that it will not register or attempt to register any domain names after the Effective Date that include the word “VITAMIN CREAMER” or any variation thereof without the written permission of Assignee.

License Back. The Assignee hereby grants to Assignor an non-exclusive, irrevocable, worldwide, royalty-free, sub-licensable right and license to use, copy, modify, and distribute any of the VITAMIN CREAMER properties and materials to the extent reasonable and necessary for Assignor to market its racing teams provided, however that Assignor shall provide Assignee with copies of any properties or materials prior to Assignor’s use thereof and Assignee shall have the right to prohibit any such use that it determines will be detrimental to its business or its interest in the Trademark.

Representations and Warranties. Assignor represents and warrants that: (i) the VITAMIN CREAMER Materials assigned hereunder are the Assignor’s original work and Assignor has the power and authority to assign its Intellectual Property Rights to the Assignor in accordance with this Agreement and good and marketable title to all of the Intellectual Property Rights free and clear of all liens, encumbrances, pledges, mortgages and hypothecations (herein “Liens”) of any kind; (ii) Assignor has no knowledge of any third party intellectual property infringement claims, lawsuits, or demands arising under or in connection with the Assignor Property; (iii) Assignor has the right, authority and power to enter into this Agreement; (iv) no third party consents, assignments or licenses are necessary to perform under this Agreement; and (v) the VITAMIN CREAMER Limited Partnership, to which the VITAMIN CREAMER Materials are entitled in full under its Limited Partnership Agreement, has hereby agreed to the terms of this Assignment as evidenced by the signatures hereto of each of the partners to the VITAMIN CREAMER Limited Partnership. Assignor agrees to immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this Agreement inaccurate in any way. The Assignor has the unrestricted right to sell, assign, transfer, convey and deliver to Assignee all right, title and interest in and to the Intellectual Property Rights without penalty or other adverse consequences, and upon Assignee will own all of such Intellectual Property Rights free and clear of all Liens of any kind. The Assignor has not interfered with, infringed upon, misappropriated, or violated any intellectual property of third parties in any material respect, nor has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that the Assignor must license or refrain from using any intellectual property of any third party). No third party has interfered with, infringed upon, misappropriated, or violated any Intellectual Property Rights. There are no other agreements between Assignor and any third party with respect to the sale of the Intellectual Property Rights. Assignor has no present or known future obligation or requirement to compensate any person with respect to the Intellectual Property Rights. Assignor is currently solvent and able to pay his obligations when they come due.

Governing Laws. To the full extent permitted by law, this Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, excluding its conflicts of laws principles. To the full extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English. To the full extent permitted by law, the exclusive jurisdiction for any action relating to this Agreement shall be a federal or state court in Los Angeles, California, and the parties consent to such jurisdiction and waive and agree not to plead or claim that any such action or proceeding has been brought in an inconvenient forum.

Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the parties waive any provision of law that renders any such provision prohibited or unenforceable in any respect.

Cooperation Following the Execution. Following the execution of this Agreement, each party shall deliver to the other such further information and documents and shall execute and deliver to the other such further instruments and agreements as the other party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement or to assure to the other party the benefits of this Agreement.

10.

Entire Agreement: This Agreement constitutes the entire Agreement between Assignor and the Assignee with respect to the subject matter hereof, and supersedes all oral or written communications or other agreements between the parties with respect to such subject matter hereof. No changes, supplements, addenda, or amendments to this Agreement shall be effective or enforceable unless agreed to by the parties in writing.

11.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ASSIGNOR			ASSIGNEE
Quintin Crye			Level 5 Beverage Company, Inc.

/s/ Quintin Crye			/s/ V. Scott Vanis
(Signature)			(Signature)


Quintin Crye			V. Scott Vanis
(Printed Name)			(Printed Name)

	VITAMIN CREAMER LP,

	By:	/s/ Darin Ezra
		Name: Darin Ezra
		Title: Partner


	By:	/s/ Quintin Crye
		Name: Quintin Crye
		Title: Partner


	By:	/s/ Jill Birkmann
		Name: Jill Birkmann
		Title: Partner

Annex A

Domain	Registrar
Vitamincreamer.com	Go Daddy
Drinkvitamincreamer.com	Go Daddy

Exhibit 99.1

Level 5 Beverage Company Acquires the Vitamin Creamer® Trademark and Brand

Houston, TX, June 25, 2014: Level 5 Beverage Company, Inc., a Minerco Resources, Inc. (OTCQB: MINE) company (the “Company”), a specialty beverage company which develops, produces, markets and distributes a diversified portfolio of all-natural and highly functional brands, acquires the Vitamin Creamer® Brand, including the Vitamin Creamer® trademark, registration number 4404886 and all associated intellectual property.

Vitamin Creamer® is an excellent standalone product, and it is a perfect match for the next generation of Coffee Boost™. Fitting perfectly inside the Level 5 umbrella of Brands, Vitamin Creamer® is an all-natural, vitamin enhanced product that has attracted the attention of many notable coffee creamer companies.

Vitamin Creamer® is the first and only coffee creamer that delivers a high dose of vitamins using creamer as a delivery system. Featuring Hazelnut and Vanilla flavors, so far, in a stylish contemporary package, Vitamin Creamer® fits in well while standing out in the cooler box and on the shelf.

As discussed in the Investor Update Call, on April 29, 2014, we have been talking to the principals at Vitamin Creamer, LP for more than 6 months about this tactical acquisition. Vitamin Creamer®, and the breakthrough it represents in the coffee creamer industry, has been put in front of some beverage giants and has generated a buzz within the industry.

VitaminFIZZ® Update

We updated investors and consumers, just yesterday, that VitaminFIZZ® cans were available in the New York City market. We are happy to report the initial demand is higher than expected, and since yesterday, we have also added 20 more stores to the list of available locations. The location finder will be added to the Vitamin-FIZZ.com website once the bottles are available in August. Until then, we will update investors and consumers through social media channels.

The re-vitalized, zero calorie VitaminFIZZ® bottles will engage a bi-coastal launch which will be coordinated and will include sampling, media and social events. The media outreach is expected to include print, radio and television media, and the events are expected to include sponsored / hosted events, in-store sampling and possible launch parties (both private and public). The 2nd generation of Coffee Boost™ (120mg caffeine), in all 4 flavors, will also be released in the bi-coastal launch.

V. Scott Vanis, the Chairman of the Company said, “We are extremely excited to have the Vitamin Creamer® Brand in our portfolio. Being all-natural and packed with vitamins, it is an absolutely perfect fit! Imagine what we, with our expert advisors, partners and executives, can do with Vitamin Creamer® and Coffee Boost™ under the same roof? As always, we will keep our shareholders and consumers updated as events unfold.”

Please contact: Minerco Resources, Inc.

info@minercoresources.com

V. Scott Vanis, 888-473-5150

About VitaminFIZZ®

VitaminFIZZ® is a lightly sparkling, flavor-filled, refreshing beverage with an awesome boost of essential vitamins developed to quench your thirst, naturally. VitaminFIZZ® is caffeine free, is Non GMO, has zero calories and contains 100% of recommended daily Vitamin B and Vitamin C. Awaken your taste buds with Lemon-Lime, Orange-Mango or Strawberry-Watermelon. Now that's refreshing. See more at: www.vitamin-fizz.com, www.twitter.com/vitamin_fizz and www.facebook.com/drinkvitaminfizz.

About Coffee Boost™

Coffee Boost™ is a 2.5oz., low calorie, all-natural, Sumatra Coffee based energy shot packed with essential vitamins. It is dual designed to be taken “straight up” or added to coffee for an all-natural, healthy alternative to synthetic flavored creamers and powders. Coffee Boost™, with 120mg caffeine, is available in 4 flavors: Coffee, French Vanilla, Hazelnut and Mocha. See more at: www.drinkcoffeeboost.com and www.facebook.com/CoffeeBoost.

Public Disclosure

Details of the Company’s business, finances and agreements can be found as part of the Company’s continuous public disclosure as a fully reporting issuer under the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission’s (“SEC”) EDGAR database. For more information, please visit: www.minercoresources.com.

The above statements have not been evaluated by the Food and Drug Administration (FDA). These products are not intended to diagnose, treat, cure or prevent any disease.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations and assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct. Some of these uncertainties include, without limitation, the company's ability to perform under existing contracts or to procure future contracts. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, successful implementation of our business strategy and competition, any of which may cause actual results to differ materially from those described in the statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.

Exhibit 99.2

Level 5 Beverage Company Launches VitaminFIZZ® in the New York City Market

Houston, TX, June 24, 2014: Level 5 Beverage Company, Inc., a Minerco Resources, Inc. (OTCQB: MINE) company (the “Company”), a specialty beverage company which develops, produces, markets and distributes a diversified portfolio of all-natural and highly functional brands, starts VitaminFIZZ® launch in the New York City Market.

As of yesterday, VitaminFIZZ® cans are available in over 50 locations in the New York City (NYC) Market. New York is the logical starting location due to the familiarity with and location of the VitaminFIZZ® cans. We are expecting to add approximately 25 - 50 locations per week in NYC. The locations will be available on the VitaminFIZZ® website once the transition to the revitalized, zero calorie bottles is complete. We expect the bottles, currently in production, to be available in August, 2014. Watch for updates on our social media outlets: www.twitter.com/vitamin_fizz and www.facebook.com/drinkvitaminfizz.

Darin Ezra, CEO of Power Brands Consulting and Director of Level 5 Beverage, commented, “We are getting a good response from the retailers and expect an even greater response from the consumers.”

The revitalized, zero calorie bottles have a simultaneous, bi-coastal August, 2014 launch planned for New York and California in the initial three flavors: Lemon-Lime, Mango-Orange and Strawberry-Watermelon. The bi-coastal launch will be coordinated and will include sampling, media and social events. The new Coffee Boost™, in all 4 flavors, will also be released in the bi-coastal launch.

The media outreach is expected to include print, radio and television media, and the events are expected to include sponsored / hosted events, in-store sampling and possible launch parties (both private and public).

We have been in contact and negotiating with multiple, possible endorsers for our VitaminFIZZ®, Coffee Boost™, The Herbal Collection™ and Level 5® Brands. Due to our notoriety, liquid public market and existing partnerships / advisors, many possible endorsers are interested in equity in lieu of large cash components. Additionally, and even better than endorsement talks, many potential endorsers are interested in partnering with Level 5, together with Power Brands, to introduce their own beverage brand(s) under the Level 5 Brand umbrella. These potential agreements / partnerships would allow Level 5 to have multiple endorsers for our entire portfolio of Brands, without exclusivity. To responsibly advance these negotiations, we are increasing our authorized shares to position the company to take advantage of and execute these unbelievable opportunities.

V. Scott Vanis, the Chairman of the Company said, “We have released the brakes! VitaminFIZZ® and the Company are now set at full throttle. Our solid foundation has allowed us to attract some deserved notoriety in the form of renowned partners, advisors, endorsers, investors and consumers. Everything is now in front of us. We now control our own destiny. While we will continue to expand our solid foundation to accommodate more horizontal growth, our focus has now shifted to rapid vertical growth with VitaminFIZZ® only being the start! As always, we will keep our shareholders and consumers updated as events unfold.”

Please contact: Minerco Resources, Inc.

info@minercoresources.com

V. Scott Vanis, 888-473-5150

About VitaminFIZZ®

VitaminFIZZ® is a lightly sparkling, flavor-filled, refreshing beverage with an awesome boost of essential vitamins developed to quench your thirst, naturally. VitaminFIZZ® is caffeine free, is Non GMO, has zero calories and contains 100% of recommended daily Vitamin B and Vitamin C. Awaken your taste buds. Now that's refreshing. See more at: www.vitamin-fizz.com, www.twitter.com/vitamin_fizz and www.facebook.com/drinkvitaminfizz.

Public Disclosure

The above statements have not been evaluated by the Food and Drug Administration (FDA). These products are not intended to diagnose, treat, cure or prevent any disease.

Safe Harbor Statement