NBEV NewAge Inc

 

⁽¹⁾ Kevin Fickle and Capital Group Consultants, LLC are the managers of Nuwa Group, LLC.  Devin Bosch is the owner of Capital Group Consultants, LLC.

⁽²⁾ Includes 1,048,438 shares of common stock and 169,234 shares of Series B Preferred stock convertible into eight shares of common stock, held by Nuwa Group, LLC, which consists of 7.7% of the outstanding shares as of the date of this report assuming the conversion of the shares of Series B Preferred stock.  Kevin Fickle does not own any shares in his personal name.  Devin Bosch owns 74,733 shares of common stock in his personal name.

 

 

 

CUSIP No.  64157V108

Schedule 13-D/A

Page 3 of 7 Pages

 

⁽¹⁾ Kevin Fickle and Capital Group Consultants, LLC are the managers of Nuwa Group, LLC.  Devin Bosch is the owner of Capital Group Consultants, LLC.

⁽²⁾ Includes 1,048,438 shares of common stock and 169,234 shares of Series B Preferred stock convertible into eight shares of common stock, held by Nuwa Group, LLC, which consists of 7.7% of the outstanding shares as of the date of this report assuming the conversion of the shares of Series B Preferred stock.  Kevin Fickle does not own any shares in his personal name.  Devin Bosch owns 74,733 shares of common stock in his personal name.

 

 

 

 

CUSIP No.   64157V108

Schedule 13-D/A

Page 4 of 7 Pages

 

(1) Kevin Fickle and Capital Group Consultants, LLC are the managers of Nuwa Group, LLC.  Devin Bosch is the owner of Capital Group Consultants, LLC.

(2) Includes 1,048,438 shares of common stock and 169,234 shares of Series B Preferred stock convertible into eight shares of common stock, held by Nuwa Group, LLC, which consists of 7.7% of the outstanding shares as of the date of this report assuming the conversion of the shares of Series B Preferred stock.  Kevin Fickle does not own any shares in his personal name.  Devin Bosch owns 74,733 shares of common stock in his personal name.

CUSIP No.   64157V108

Schedule 13-D/A

Page 5 of 7 Pages

 

This Statement of Beneficial Ownership on Schedule 13D (this "Statement") relates to shares of New Age Beverages Corporation, (the "Issuer").  The address of the Issuer's principal executive office is 1700 E. 68 ^th Avenue, Denver, CO 80229.

Item 2.  Identity and Background.

     (a)    This statement is being filed on behalf of Nuwa Group, LLC, a California Limited Liability Company and its Managing Members Kevin Fickle and Capital Group Consultants, LLC, which is owned by Devin Bosch (each of the foregoing, a "Reporting Person" and collectively, "Reporting Persons").  The agreement among the Reporting Persons to file this Statement jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") was filed as Exhibit 1 to the original 13D filing.

     (b) The address of the Reporting Persons is 1415 Oakland Blvd, Suite 219, Walnut Creek, CA 94596.

     (c) The principal business of Nuwa Group, LLC is that of making investments.  Kevin Fickle and Capital Group Consultants, LLC, which is owned by Devin Bosch, are the Managing Members of Nuwa Group, LLC.

     (d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     (f) Nuwa Group, LLC is organized under the laws of California.  Kevin Fickle and Devin Bosch are citizens of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

 

    The aggregate purchase price of the shares of common stock being reported for Nuwa Group, LLC was $550,000, provided in cash as well as services for 990,000 of the common shares, $72,770.16 in cash for 58,438 of the common shares, and $383,422.34 for 169,234 Series B Preferred Shares.  All cash paid was paid out of working capital of Nuwa Group, LLC.  Nuwa Group, LLC acquired the shares of common stock owned as of the date hereof pursuant to a Funding Agreement dated May 15, 2013, as well as an open market purchases on September 17, 2014, September 19, 2014, October 1, 2014, October 6, 2014 and October 8, 2014.  139,234 of the Series B Preferred shares were acquired pursuant to a Stock Purchase Agreement and 30,000 of the Series B Preferred shares were acquired pursuant to a Debt Conversion Agreement.  The Funding Agreement was included as Exhibit 2 to the original Schedule 13D.

Item 4.  Purpose of Transaction.

     (a) The Common Stock has been acquired by the Reporting Persons pursuant to a Funding Agreement for investment purposes and was not acquired with the intent to change or influence control of the Issuer or to participate in any transaction having that purpose or effect.  The Reporting Person reserves the right to change their plan and intentions at any time as they deem appropriate.

     (b) – (j) None.

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CUSIP No.   64157V108

Schedule 13-D/A

Page 6 of 7 Pages

 

 

     (a) Nuwa Group, LLC beneficially owns 1,048,438 common shares, which equates to 3.3% of the outstanding shares of the Issuer.  Nuwa Group, LLC also holds 169,234 Series B Preferred Shares, which, on a fully converted basis, represent 4.3% of the outstanding common shares.

     (b) Each of the Reporting Persons may be deemed to share voting power and dispositive power with respect to the shares of common stock and Series B Preferred stock held by Nuwa Group, LLC.  Devin Bosch has sole dispositive power with respect to the 74,733 shares held in his personal name.

     (c) None.

     (d)   No person (other than the Reporting Persons) has the right to receive or the power to direct the receipt of distributions with respect to, or the proceeds from the sale of, the Common Stock owned by the Reporting Persons.

     (e) Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

      The responses set forth in Item 4 hereof are incorporated by reference in their entirety.

Joint Filing Agreement

 

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons entered into an agreement on April 18, 2014, with respect to the joint filing of this Statement and any amendment or amendments hereto (the " Joint Filing Agreement "). The Joint Filing Agreement was attached as Exhibit 1 to the Original Form 13D and is incorporated herein by reference.

        Except as referenced above or as described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of New Age Beverages Corporation

Item 7.  Material to be Filed as Exhibits.

Exhibit 1	*Joint Filing Agreement as of April 18, 2014, by and among Nuwa Group, LLC, Kevin Fickle and   Devin Bosch.
Exhibit 2	*Funding Agreement between American Brewing Company, Inc. and Nuwa Group, LLC.

* Previously filed with Original Schedule 13D

 

CUSIP No.   64157V108

Schedule 13-D/A

Page 7 of 7 Pages