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) August 31, 2015 (August 28, 2015)

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MINERCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

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

800 Bering Drive

Suite 201

Houston, TX 77057

(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 8.01. OTHER EVENTS

On August 28, 2015 and August 31, 2015, the Company released a Press Release to discuss the Company's operations and business outlook. A copy of the press release is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K filed with the Securities and Exchange Commission.

The information in this Item 8.01 and Exhibits 99.1 and 99.2 are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report, and its Exhibit(s), shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS, FINANCIAL STATEMENT SCHEDULES



		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
99.1	Press Release, dated August 28, 2015				X
99.2	Press Release, dated August 31, 2015				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.



	MINERCO RESOURCES, INC.

Date: 8/31/2015	By:	/s/ V. Scott Vanis

FOR IMMEDIATE RELEASE

CONTACT:

Jason Grimley

Spelling Communications

jasongrimley@spellcom.com

323-309-8714

Minerco’s Level 5 Beverage Co. Becomes Athena Brands

Minerco Renames & Rebrands Maker of VitaminFIZZ®

Houston, TX - August 28, 2015 - Minerco Resources, Inc. (OTC:MINE), parent company of Level 5 Beverage Company, Inc., the makers of VitaminFIZZ®, announced that it has renamed and rebranded its subsidiary Level 5 Beverage Company as Athena Brands, with the accompanying theme line, Enhanced Refreshment.

The new corporate name and theme line --- Athena Brands, Enhanced Refreshment --- reinforces the focus and ongoing direction of the company’s product lines as healthier alternatives for consumer choice in the beverage and snacks sector. In rebranding its primary subsidiary, Minerco is self-identifying as part of the new wave of more healthful and enhanced beverages that is sweeping the global marketplace.

In the near future, Athena Brands’ product line is expected to build upon the VitaminFIZZ franchise to include other such healthful consumables as Vitamin Creamer®, a vitamin enhanced coffee creamer in the advanced stages of the development pipeline. Athena will also be acquiring a few brand-compatible, high performing products including an existing children’s beverage which boasts a low calorie count and reduced sugar content.

“We chose the classic name of Athena for its global connotation of wisdom, courage and inspiration. We thought these were appropriate characteristics for the master brand of our vision and burgeoning flagship product, VitaminFIZZ®,” commented V. Scott Vanis, Minerco’s Chairman & CEO. Furthermore, the tag line of Enhanced Refreshment proudly reflects our category niche of functional, enhanced beverages and snacks that are ‘good-for-you’ but still delicious and refreshing. The targeted addition of our first fundamental brand fits perfectly within our vision and model.”

About Minerco Resources, Inc.

Minerco Resources, Inc. (OTC:MINE) is an emerging growth company specializing in the food and beverage industry. Its portfolio of companies includes Athena Brands, Inc., The Herbal Collection™ and Coffee Boost™. Athena Brands, Inc. is a specialty beverage company that develops, produces, markets and distributes a diversified collection of forward-thinking, healthful consumer brands. The Athena Brands portfolio includes

Avanzar Sales & Distribution, LLC, VitaminFIZZ®, Vitamin Creamer® and Island Style™. http://minercoresources.com

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: http://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.

###

V. Scott Vanis

Minerco's Chairman and CEO

A Letter from the Chairman

August 31, 2015

Dear Shareholders,

First, I want to thank you for your patience over the past few weeks. We have been quietly consolidating our foundation and adapting our plan to propel our company forward. The next steps in the evolution of Minerco, Athena (formerly Level 5 Beverage Company), Avanzar Sales & Distribution and our growing roster of brands will be critical in safeguarding our growth; please know that we did not take these complicated decisions lightly. The complexity of all the moving parts combined with our short and long-term strategy requires serious reflection and ongoing vigilance. I will address both our near-term tactics as well as our plans for the future in this letter. Most of what I have to share will excite you but some topics will need to be taken in the context of long-term thinking.

Minerco’s portfolio consists of Athena Brands, Inc. (formerly Level 5), Avanzar Sales & Distribution, VitaminFIZZ®, Vitamin Creamer®, Island Style™, Coffee Boost™ and The Herbal Collection™. We have a few other brands in the pipeline (one short term and one long term), and we will share these additions when the time is right. Some of our products are paramount to our immediate success while others are vital to our continued / long term growth. In addition, we have structured the companies and the brand portfolio to be successful as a combined entity (Minerco, Inc. with Athena Brands, Inc.) or equally viable as stand alone entities. We believe this structure will prove to be very valuable in the future, in both financial value and public perception.

Athena, Avanzar and VitaminFIZZ are staples in our portfolio. While being a staple, VitaminFIZZ is very capital intensive when launching into new markets, and we feel it requires a complimentary brand that can support the corporate monthly burn rate. I have internally nicknamed this new brand a “house” brand but believe the moniker “work horse” brand is more fitting. This new brand will be many things including 1.) already developed, 2.) cash flow positive and 3.) easily integrated into our existing infrastructure network. We have identified and negotiated with a few candidates that fit these criteria, and we have committed to our top choice in general terms. Full disclosure will come once we have finalized all contractual agreements.

VitaminFIZZ has shifted from a startup brand to a mid-stage brand. This transition is a huge step for Athena and VitaminFIZZ but will require a change in our operational philosophy. Having our own distributor (i.e. Avanzar) will make the transition and operations infinitely easier and more efficient in this natural evolution. The unique relationship between our distributor and our brands allows us to combine and comingle resources, staff and operations, providing a level of cost efficiency which is highly unusual for a company of our size.

Product Portfolio

While we continue to vigorously expand the market rollout of VitaminFIZZ, we will be temporarily placing Vitamin Creamer on the back burner, along with Coffee Boost and Island Style. We have not moved The Herbal Collection to the back burner, but we did slow down the rollout to more

advantageously align with the renewed debate on Cannabis-related products we expect to occur over the next few months into 2016. The deliberate slowdown of these aforementioned products coupled with the addition of a new “work horse” brand will allow our company to deploy capital more efficiently and become cash flow positive more quickly, thereby delivering more tangible value to our shareholders.

Capital Structure

Please take note that we have started to return common shares from the float to our treasury. While this process took longer than we had hoped, the process has started to yield results, and we expect to have Phase 1 of this share return completed in the next few weeks. I know every one of you is waiting for us to announce our new “game changing” VitaminFIZZ account. While most of the next few VitaminFIZZ key accounts are more than noteworthy, they are also very capital intensive to open and maintain. This includes key accounts we are targeting nationally and in the South West region. Our financial partners, who will provide the capital to support this market expansion into new markets and accounts, have requested or required a change to our capital or organizational structure. After comprehensive analysis and evaluation of countless possible scenarios, we have proposed a change in our capital structure.

The proposal to change our capital structure by effectuating a 100:1 reverse split across the board (common and all preferred series) has been put out to our shareholders. This proposed change in structure is needed to:


1.	Maintain capital requirements for brands, key accounts and expansion;


2.	Provide flexibility for new opportunities;


3.	Start the process of moving to a listed exchange; and

4. Create a manageable share structure for our shareholders and partners.

I made this decision because it is correct for our company and all of its shareholders. The restructuring, while maybe unpopular at first, will give us the strength, security and flexibility required to take the next steps. At this critical juncture, we must adopt a capital preservation mode in order to keep our momentum from faltering. Keep in mind, we started with an idea, moved to a startup, achieved revenue benchmarks and now are a vertically integrated beverage company on a path to profitability. The pairing of a new “work horse” product with VitaminFIZZ and transferring the bulk of operations to Avanzar is designed to bolster our balance sheet and grow both top and bottom line revenues.

As the Chief Executive of Minerco, it is my job to grow the business responsibly, protect shareholders’ interests and make changes to the model as dictated by the real world. As our refreshed strategic plan unfolds, we will keep you updated in the usual fashion.

As always, we appreciate your confidence and support.

Sincerely,

V. Scott Vanis

Minerco Resources, Inc. (OTC: MINE)

http://minercoresources.com/

Minerco Company Background: Minerco Resources, Inc. (OTC:MINE) is an emerging growth company specializing in the food and beverage industry. Its portfolio includes Athena Brands, Inc., The Herbal Collection™ and Coffee Boost™. Athena Brands, Inc. is a specialty beverage company that develops, produces, markets and distributes a diversified collection of forward-thinking, healthful consumer brands. The Athena Brands portfolio includes Avanzar Sales & Distribution, LLC, VitaminFIZZ®, Vitamin Creamer® and Island Style™. http://minercoresources.com

Recent Media Coverage: Food Navigator, Bevnet, Orange County Business Journal, ConvenienceStoreNews

Safe Harbor Statement: This document 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.

Minerco (CE) (USOTC:MINE)
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