UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 2, 2014
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MINERCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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333-156059
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27-2636716
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 2, 2014, through our subsidiary, VitaminFIZZ, LLC. (“VF”), we entered into a Sales and Marketing Agency Agreement (the “Agreement”) with Advantage Sales and Marketing, LLC (“Broker”), a California Limited Liability Company (“Advantage”) giving Advantage the exclusive right to act as VF’s agent for solicitation of sales of VitaminFIZZ ® to retailers and distributors in the territory of Southern California and Nevada. The agreement calls for a retainer fee of $5,000 per month for the first twelve months and then 5% commission on net sales thereafter. The agreement is on a month to month basis and maybe terminated with 90 day advance written notice.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the 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 December 10, 2014, we issued the attached press release that included a description of the agreement. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Incorporated by reference
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Exhibit
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Document Description
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Form
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Date
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Number
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Filed herewith
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Sales and Marketing Agency Agreement with Advantage Sales and Marketing, LLC
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X
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Press Release, dated December 10, 2014
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X
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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.
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MINERCO RESOURCES, INC.
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Dated: December 10, 2014
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By:
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/s/ V. Scott Vanis
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V. Scott Vanis
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Exhibit 10.1
Sales & Marketing Agency Agreement
This Agreement is made this 2nd Day of December, 2014 by and between VitaminFizz, LLC a limited liability company duly organized under the laws of the State of Nevada (hereinafter “Client”), and Advantage Sales & Marketing LLC, a California Limited Liability Company, having its office located at 18100 Von Karman Avenue, Suite 900, Irvine, CA 92612 (hereinafter “ASM”).
In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Client and ASM agree to the following:
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1.
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APPOINTMENT. Client hereby grants to ASM under the terms and conditions hereafter set forth, the exclusive right to act as Client’s agent for solicitation of sales of Products, as defined in Appendix A, authorized by Client to retailers and distributors and approved by Client having buying offices located in the Territory specifically defined in Appendix B.
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2.
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TERM. This Agreement shall be in full force and effect from the Effective Date, on a month-to-month basis and may be terminated by either party with or without cause, by giving the other party ninety (90) days advance written notice.
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3.
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AGENCY. ASM shall act as Client’s agent and neither ASM nor its employees shall be considered employees of Client. Neither party shall in any event be held liable or accountable for any obligations incurred by either party other than as specified herein, it being specifically understood that the respective businesses of each of the parties shall be operated separate and apart from each other.
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4.
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SALES NEGOTIATIONS. All sales negotiations by ASM for the account of Client shall be conducted in accordance with such prices, terms and conditions as specified in writing by Client.
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5.
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ORDER ACCEPTANCE AND TRANSMITTAL. All orders taken from buyers by ASM shall be subject to acceptance by Client and ASM will shortly thereafter report all sales of Client’s products upon consummation. ASM may propose selling new accounts, but Client shall have the right to approve the addition of such accounts. Additional accounts approved by Client shall be governed by the same terms and conditions as provided for in this Agreement.
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OBLIGATION OF ASM. ASM shall use commercially reasonable efforts as determined by ASM to perform the obligations set forth in Appendix C.
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COMMISSIONS. Client agrees to pay ASM without deduction or offset, a commission or brokerage of five percent (5%) on all customers and based on the FOB case cost net of promotional allowance on authorized consumer products sold to the grocery supermarket trade, independents, distributors, and other channels as authorized by Client and defined in APPENDIX D. Where a headquarter’s buying office in ASM’s territory places orders through ASM for shipments to a warehouse in another ASM territory, the distribution of the applicable commission will be determined by mutual agreement between Client and ASM.
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PAYMENT. Payment of the commission or brokerage shall be promptly made by the fifteenth (15th) of each month for the prior month’s net paid invoices for sales of the Products, and shall be sent to the following address:
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Advantage Sales & Marketing LLC
P.O. Box 31001-1691
Pasadena, CA 91110-1691
Slotting, ad and display allowances and reclamation costs shall not be deducted from ASM’s commissions. A delinquency charge of 1.5 percent per month (but not in excess of the lawful maximum) may be added on any amount of days in arrears.
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INSURANCE. Client shall, at its own expense, obtain and maintain throughout the term of this Agreement and for two (2) years following expiration or earlier termination of this Agreement, Commercial General Liability insurance on an occurrence coverage form, including but not limited to coverage for Products Liability and Personal & Advertising Injury providing protection in the amount of at least three million dollars ($3,000,000) per occurrence and annual aggregate against any claims, suits, losses or damages arising as a result of this Agreement. The aforementioned insurance limits shall be referenced on an ACORD form certificate of insurance or its equivalent.
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INDEMNIFICATION. Client agrees to indemnify and hold ASM harmless from and against any and all claims, demands, actions, proceedings and costs (including reasonable attorneys’ fees), in any way resulting from the acts or omissions of the Client, its employees, or agents in the performance of this Agreement, and any loss or injury resulting from and/or arising out of products, point of sale materials and/or other product related materials and/or goods, supplied in connection with this Agreement, including but not limited to, any defect in merchandise, or the purchase or use of any product manufactured, produced, or distributed by Client.
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ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors in interest, if any, and assigns, if any, provided however, this Agreement shall not be assigned or transferred by any party without the non-assigning party’s consent. Notwithstanding the foregoing, ASM may assign this Agreement without Client’s prior written consent to any entity which is directly or indirectly controlled by or under common control with ASM, to any successor entity, or to any entity which shall acquire a business segment of ASM. ASM shall have the right to assign this Agreement to the related entity, at any time and from time-to-time, in each and every instant without the consent of Client.
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12.
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OWNERSHIP OF MARKS. ASM acknowledges and agrees that ownership of all trademarks, trade names, and good will symbolized by Client’s Products shall remain the property of Client, its successors and assigns, if any, and ASM will take reasonably cautious methods to avoid impairing Client’s right, title, or interest to such trademarks, trade names, and good will symbolized by Client’s Products.
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NOTICE. All notices and other communications between the parties which must or may be given pursuant to this Agreement will be deemed to have been sufficiently given when delivered by personal service or sent by recognized overnight courier service or written telecommunication to the addressee party at the following addresses:
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If to Broker, to: Sonny King, CEO
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Advantage Sales & Marketing LLC
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18100 Von Karman Avenue, Suite 900
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With a copy to: Tania King, General Counsel
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Advantage Sales & Marketing LLC
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18100 Von Karman Avenue, Suite 900
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14.
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ENTIRE AGREEMENT. This Agreement and the Appendixes attached hereto constitute the entire Agreement between the parties hereto and pertaining to the subject matter hereof and supersedes and replaces any and all prior agreements. Any modifications must be in writing and signed by authorized agents of the parties.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement, thereunto duly authorized on the day and year above written.
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Advantage Sales & Marketing LLC: |
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/s/ V. Scott Vanis
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/s/ Todd M. Baird
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(Signature)
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(Signature)
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| Date: December 2, 2014 |
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Date: December 2, 2014 |
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| V. Scott Vanis |
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Todd M. Baird |
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(Print Name) |
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| President |
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Executive Vice President |
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(Title) |
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APPENDIXES:
Appendix A – Products
Appendix B – Territory
Appendix C – Obligation of ASM
Appendix D – Commissions
APPENDIX A
ASM will serve as Client’s exclusive agent for the following Products: VitaminFizz
APPENDIX B
The Territory specifically defined below is to be covered by ASM: Southern California, Nevada
APPENDIX C
ASM shall, using commercially reasonable efforts as determined by ASM, perform the following obligations:
Annual Strategic and account specific business planning
Key account and Independent store selling
Normal Retail coverage selling and promoting the VitaminFizz brand
Deliver the targeted market pricing and promotions
Category Management / business reviews
Powerpoint presentations
Administrative Assistance (order processing, contracts, deductions, etc)
APPENDIX D
Commission: $5,000 per month retainer fee for first 12 months. 5% commission on net sales afterwards.
ACCOUNT COVERAGE: Ralphs, Food 4 Less, Stater Bros, Vons/Pavillions, Albertsons, Smart & Final, and all independents under normal retail coverage
Distributors: Where VitaminFizz is authorized
Drug: Walgreens, CVS, Rite Aid on a Regional basis
Wholesalers/Catering House:Unified Grocers, DPI
Clubs:N/A
Convenience Stores:All C-stores under normal retail coverage
Exhibit 99.1
Minerco/Level 5 Beverage Partner with Advantage Sales and Marketing
Top Sales & Marketing Agency to Broker VitaminFIZZ
HOUSTON, TX – December 10, 2014 -- Level 5 Beverage Company, Inc., a subsidiary of Minerco Resources, Inc. (OTC: MINE), announced today that Advantage Sales and Marketing (ASM) will be the official broker for VitaminFIZZ, the lightly sparkling, vitamin-enhanced beverage.
ASM will take the lead in aggressively placing VitaminFIZZ in key chain and independent accounts, initially in the Southwest region. In addition, ASM will assist in promotion, marketing and advertising planning and execution through ASM’s network of in-store partners and in-house experts. Other comprehensive services provided by ASM will include, but are not limited to; strategic business planning, administrative support and nationwide / international expansion.
“We are extremely pleased and excited to begin this new partnership with ASM. We are initially testing the relationship in Southern California but fully expect to expand the relationship, both geographically and in scope, in the very near future,” said V. Scott Vanis, Minerco's Chairman and CEO. “With over 38,000 associates generating over $65 billion in retail sales, ASM has the strength and scale to engage in powerful strategic relationships with major national retailers and distributors on our behalf. We are certain that ASM’s leverage in the marketplace will catapult us to our goal of making VitaminFIZZ a household name in 2015.”
ASM is the nation’s leading sales and marketing agency with unmatched capabilities and a history of building strategic, customizable, and insight-driven solutions that maximize efficiency and results. As the only sales agency with an in-house, full-service marketing and promotions agency, ASM is capable of offering customized retail models, including syndicated, dedicated, and hybrid, approaches to meet the need of any brand. ASM reaches over 750 convenience store chain retailers and wholesalers and extends distribution to more than 150,000 stores. These relationships include partnerships with Walgreens, Walmart, CVS, Rite-Aid and countless more. ASM’s long list of high profile clientele includes Del Monte, Mars, Pepsico, Sargento, Smuckers and Unilever.
“The opportunity to work with such a large and prestigious company, such as ASM, is extremely rare for a young beverage company,” said Darin Ezra, Director of Level 5 and CEO of PowerBrands. “VitaminFIZZ is in an unusually strong position. We are looking forward to building a successful business relationship with ASM as we rapidly expand VitaminFIZZ.”
As consumer tastes continue to evolve, VitaminFIZZ® is setting the pace for the sparkling water category and is the latest example of progressive new trends in the beverage market. VitaminFIZZ® is a healthy and refreshing new alternative to heavily sweetened carbonated soft drinks, targeting all people who are weight and health conscious.
About Advantage Sales & Marketing LLC
Founded in 1987, Advantage Sales & Marketing LLC (ASM) is a premier sales and marketing agency committed to building brand value for our clients and customers. ASM's customized sales and marketing solutions include headquarter sales, retail merchandising, and marketing services such as shopper, experiential, digital/social, and multicultural marketing, for the grocery, drugstore, club, convenience, natural/specialty, consumer electronics, home center, and foodservice industries. Headquartered in Irvine, Calif., ASM has more than 38,000 associates and offices throughout the United States and Canada. For additional information, visit www.asmnet.com or call 949-797-3105.
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. VitaminFIZZ comes in six flavors: Orange Mango, Strawberry Watermelon, Lemon Lime, Black Raspberry, Strawberry Lemonade and Pineapple Coconut. See more at: www.vitamin-fizz.com, www.twitter.com/vitaminfizz and www.facebook.com/drinkvitaminfizz.
About Minerco
Minerco Resources, Inc. (OTC: MINE) is the parent company of Level 5 Beverage Company, Inc. (Level 5), a specialty beverage company which develops, produces, markets and distributes a diversified portfolio of forward-thinking, good-for-you consumer brands. The Level 5 brand umbrella includes: VitaminFIZZ®, Vitamin Creamer®, Coffee Boost™, The Herbal Collection™ and LEVEL 5®. www.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.
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