PART II AND III 2 filename2.txt * PART II - OFFERING CIRCULAR * * Table of Contents * Page * PART II - OFFERING CIRCULAR 1 * Prospectus Summary 3 * The Offering 4 * Risk Factors 5 * Special Note Regarding Forward Looking Statements 10 * Use of Proceeds 10 * Dividend Policy 10 * Cash and Capitalization 11 * Dilution 11 * Selected Consolidated Financial Data 12 * Description of Securities to be Registered 17 * Information with Respect to the Registrant 18 * Financial Statement Schedules 19 * Management's Discussion and Analysis of Financial Condition 22 * Business 23 * Management 31 * Executive Compensation 33 * Principal Stockholders 36 * PART III - EXHIBITS 39 * Signatures 50 * * SHARES * * BULLETPROOF BRANDS CO INC. * * (COMPANY LOGO IMAGE) *The Bulletproof logo consists of a large letter "B" drawn in a perspective *view, with a black halo surrounding it, and with the words "Energy Drink" *spelled out directly below it. * * CLASS A COMMON STOCK * *BULLETPROOF BRANDS CO INC. is offering 15,000,000 shares of Class A common *stock. This is our direct public offering and no public market currently *exists for our shares. We anticipate that the direct public offering price *will be $1.00 per share. * *Following this offering, we will have two classes of authorized common stock, *Class A common stock and Class B common stock. The holders of our Class A *common stock and Class B common stock generally will have identical rights, *except that holders of our Class A common stock, will be entitled to one vote *per share, and holders of our Class B common stock will be entitled to *twenty-five votes per share on all matters submitted to a vote of our *stockholders, subject, in the case of the Class B common stock, to reduction *in accordance with the terms of our amended and restated by-laws of the *corporation. * *We intend to apply to list our Class A common stock on the Over the Counter *Bulletin Board (OTCBB) market under the symbol "BPBED." * *Investing in our Class A common stock involves risks. See "Risk Factors" *beginning on page 7. * * * Bona Fide Minimum BonaFide Maximum * Estimate Estimate * ----------------- ---------------- *Number of shares 50,000 15,000,000 *Gross offering proceeds $50,000 $15,000,000 *Estimated offering expenses(1) $2500 $750,000 *Estimated net proceeds $47,500 $14,250,000 *Estimated net proceeds per share $.95 $0.95 * *(1)Any expenses related to offering these securities including any agency fees * * Figure 1-A * *Neither the Securities and Exchange Commission nor any state securities *commission has approved or disapproved of these securities or passed upon *the adequacy or accuracy of this prospectus. Any representation to the *contrary is a criminal offense. * *The underwriter, Bulletproof Brands Co Inc., must sell the minimum of *securities offers (50,000) if any are sold. The underwriter is required to *use their best efforts to sell the maximum number of securities offered *(15,000,000). * *The offering is expected to expire at 12:00 noon, Pacific Standard Time, on *December 31, 2015. We may extend this expiration date without notice to you *until July 1, 2016. * *Funds received before completion of the offering up to the minimum of the *offering range will be maintained at Bank of America. Funds received in *excess of the minimum of the offering range may be held at Bank of America, *or at our discretion, in an escrow account at an independent insured *depository institution. If we do not sell the minimum number of shares or if *we terminate the offering for any other reason, funds will be returned *promptly to subscribers. * * * PROSPECTUS SUMMARY * *This summary highlights certain information contained elsewhere in this *prospectus and does not contain all of the information you should consider *before investing in our Class A common stock. You should read this entire *prospectus carefully, especially the "Risk Factors" section and our financial *statements and the related notes included elsewhere in this prospectus, before *making an investment decision. * * BULLETPROOF BRANDS CO INC. * *Unless the context otherwise requires, all references to "Bulletproof," *"Bulletproof Brands", "we," "us," "our," "our company," or similar language in *this prospectus refer to Bulletproof Brands Co Inc., a California corporation. * *Bulletproof Brands Co Inc., is a manufacturer and marketer of Bulletproof *Brands energy drinks who sells all-natural, top quality ingredient energy *drinks to our customers through various retailers and wholesalers. Our *distribution agreements allows rapid product placement and generates recurring *customer consumption. We currently serve customers in 11 states, and intend to *expand our footprint internationally, operating in every market where energy *drinks are sold and distributed. * *Our mission is to grow Bulletproof Energy Drinks into a profitable worldwide *all-natural energy drink beverage company focused on helping our military *families through our donations of 5 cents of every can sold. We continue to *focus on contributing to the support of our military which is the foundation *of our success to date. We believe that this focus is critical for the *creation of long-term value. We do not intend to compromise our user focus for *short-term economic gain. * *We believe that the most effective, and ultimately the most profitable, way to *accomplish our mission is to put the needs of our customers first. We have *found that offering high-quality, all natural energy drinks leads to increased *sales and strong word-of-mouth promotion. Our dedication to putting customers *first is reflected in commitments we have made to our shareholders: * *- Growing and expanding our customer base by increasing our distribution * network; *- Service our military customers with the highest standards pushing to * become the Military's number 1 energy drink; *- Consistently increasing our market share in our current markets; *- Increase our OSS rate (Off Shelf Sales); *- Maintain high quality ingredients; *- Maintain competitive pricing; *- Continue aggressive advertising and marketing programs; and *- Continuing to provide exceptional service to attract and retain customers * * * Corporate Information * *We were incorporated in California in June 2011. Our principal executive *offices are located at 1704 Halifax Way, El Dorado Hills, CA 95672. Our *telephone number is (916) 635-3718. We maintain a web site named *www.bulletproofenergy.com. The information on our web sites is not part of *this prospectus. * *Bulletproof Energy Drink is a registered trademark in the U.S. All other *trademarks, trade names and service marks appearing in this prospectus are *the property of their respective holders. * *The information in this prospectus is not complete and may be changed. We may *not sell these securities until the registration statement filed with the *Securities and Exchange Commission is effective. This prospectus is not an *offer to sell these securities and it is not soliciting an offer to buy these *securities in any state where the offer or sale is not permitted. * * THE OFFERING * *Bulletproof Brands Co Inc. is offering shares of Class A common stock in a *Direct Public Offering (DPO). The shares we are offering will represent *approximately sixty one percent (61%) of our outstanding Class A common stock. * *We expect that the common stock of Bulletproof Brands Co Inc. will be quoted *on the OTCBB under the symbol "BPBED". All shares offered for sale are being *offered at a price of one dollar ($1.00) per share. Purchasers will not pay a *commission on the shares of common stock they purchase in the offering. * *We are offering up to 15,000,000 shares of common stock for sale on a best *efforts basis, subject to laws and regulations of the U.S. Securities and *Exchange Commission. We must sell a minimum of 50,000 shares to complete the *offering. See Figure 1-A above. * *The offering is expected to expire at 12:00 noon, Pacific Standard Time, on *December 31, 2015. We may extend this expiration date without notice to you *until June 1, 2016. Current contributors and shareholder have priority rights *to purchase shares before shares are available for sale to the public. The *minimum purchase is one hundred (100) shares. Once submitted, orders are *irrevocable unless the offering is terminated. If the offering is extended *beyond June 1, 2016, subscribers will be notified and will be given the right *to confirm, change or cancel their orders, and funds will be returned promptly *to subscribers who do not respond to this notice. Funds received before *completion of the offering up to the minimum of the offering range will be *maintained at Bank of America. Funds received in excess of the minimum of the *offering range may be held in a Bank of America, or at our discretion, in an *escrow account at an independent insured depository institution. If we do not *sell the minimum number of shares or if we terminate the offering for any *other reason, we will promptly return your funds. * * Determination of Offering Price * *We Determined the Price Per Share and the Offering Range through Perceived *"Watered" Stock Valuation. * *Perceived Valuation or "watered stock" of Bulletproof Brands is agreed to by *all parties. All shareholders understand that this is a fictitious dollar *amount and in no way agree it is the corporation's worth. In addition, a true *valuation will be provided at each of the annual shareholders meeting. The *purpose of the "watered stock" is to establish a dollar value in order to *raise additional and on-going capital. * *The formula used to determine stock valuation: *Using an A Rated distributor (Distributor with 3,000+ customers) and our Box *Store estimated sales volume, each distributor will order an estimated 40 *pallets (3200 cases) per month. 3200 cases @ $21/case = $67,200 x 10 *(distributors) = $672,000 x 12 (months) = $8,064,000. * *Because of our huge upside growth potential and current distribution as well *as future distribution currently being negotiated, we feel a fair and *conservative multiplier of our projected revenue is 6. Thus, $8,064,000 x 6 = *$48,384,000. * *The Perceived valuation is $48,384,000. Therefore after rounding down, our *48,000,000 shares of stock in Bulletproof Brands Co. Inc. have a perceived *value of $1 per share. * * Conditions to Completion of the Offering * *(1) We sell at least the minimum number of shares offered; and *(2) We receive the approval of the U.S. Securities and Exchange Commission * to complete the offering. * *The information in this prospectus is not complete and may be changed. We may *not sell these securities until the registration statement filed with the *Securities and Exchange Commission is effective. This prospectus is not an *offer to sell these securities and it is not soliciting an offer to buy these *securities in any state where the offer or sale is not permitted. * *These securities are not deposits or accounts and are not insured or *guaranteed by the Federal Deposit Insurance Corporation or any other *government agency. Neither the Securities and Exchange Commission nor any *state securities regulator has approved or disapproved of these securities or *passed upon the adequacy or accuracy of this prospectus. Any representation to *the contrary is a criminal offense. * * RISK FACTORS * *Investing in our Class A common stock involves a high degree of risk. You *should consider carefully the risks and uncertainties described below, *together with all of the other information in this prospectus, including our *consolidated financial statements and the related notes included elsewhere in *this prospectus, before deciding whether to invest in shares of our Class A *common stock. We describe below what we believe are currently the material *risks and uncertainties we face, but they are not the only risks and *uncertainties we face. Additional risks and uncertainties that we are unaware *of, or that we currently believe are not material, may also become important *factors that adversely affect our business. If any of the following risks *actually occurs, our business, financial condition, results of operations, and *future prospects could be materially and adversely affected. In that event, *the market price of our Class A common stock could decline and you could lose *part or all of your investment. * * Risks Related to Our Business and Industry * *If we fail to anticipate and respond to changes in consumer preferences, *demand for our products could decline. * * Consumer tastes and preferences are difficult to predict and evolve over *time. Demand for our products depends on our ability to identify and offer *products that appeal to these shifting preferences. Factors that may affect *consumer tastes and preferences include: * *- dietary trends and increased attention to nutritional values, such as the * sugar, fat, protein, or calorie content of different foods and beverages; *- concerns regarding the health effects of specific ingredients and * nutrients, such as sugar, other sweeteners, vitamins, and minerals; *- increased awareness of the environmental and social effects of product * production * *If consumer demand for our products declines, our sales volumes and our *business could be negatively affected. * *We may not be able to implement successfully our growth strategy for our *brands on a timely basis or at all. * * We believe that our future success depends, in part, on our ability to *implement our growth strategy of our existing brand and products to drive *increased sales. Our ability to implement this strategy depends, among other *things, on our ability to: * *- enter into distribution and other strategic arrangements with third-party * retailers and other potential distributors of our products; *- compete successfully in the product categories in which we choose to * operate; *- introduce new and appealing products and innovate successfully on our * existing products; *- develop and maintain consumer interest in our brand; and *- increase our brand recognition and loyalty * * We may not be able to implement this growth strategy successfully, and our *high rates of sales and income growth may not be sustainable over time. Our *sales and results of operations will be negatively affected if we fail to *implement our growth strategy or if we invest resources in a growth strategy *that ultimately proves unsuccessful. * *Our product categories face a high level of competition, which could *negatively impact our sales and results of operations. * * We face significant competition in our product categories. Competition in *our product category is based on product innovation, product quality, price, *brand recognition and loyalty, effectiveness of marketing, promotional *activity, and our ability to identify and satisfy consumer tastes and *preferences. Some of our competitors, such as Monster, Red Bull and Rockstar, *have substantial financial and marketing resources. They may be able to *introduce innovative products more quickly or market their products more *successfully than we can, which could cause our growth rate in certain *categories to be slower than we have forecast and could cause us to lose *sales. Additionally, due to high levels of competition in our product *category, certain of our key retailers may demand price concessions on our *products. Increased price competition and resistance to price increases may *have a negative effect on our results of operations. * *The loss of any of our largest customers could negatively impact our sales and *results of operations. * * The loss of any large customer for an extended period of time could *negatively affect our sales and results of operations. * *Erosion of the reputation of our leading brand could negatively impact our *sales and results of operations. * * The success of our brand may suffer if our marketing plans or product *initiatives do not have the desired impact on a brand's image or its ability *to attract consumers or if consumer or customer perceptions of our brand or *our products change unfavorably. In addition, the reputation of our brand may *suffer if any trademarks associated with our products are perceived negatively *by consumers. Our results of operations could be negatively affected if the *reputation of our brand suffers damage due to real or perceived quality issues *with our products, or if we are found to have violated any applicable laws or *regulations. * *Reduced availability of raw materials and other inputs, as well as increased *costs for our raw materials and other inputs, could adversely affect us. * * Our business depends heavily on raw materials and other inputs, such as *sugar, sweeteners and other commodities. Our raw materials are generally *sourced from third parties, and we are not assured of continued supply, *pricing, or exclusive access to raw materials from any of these suppliers. In *addition, a substantial portion of our raw materials are agricultural *products, which are vulnerable to adverse weather conditions and natural *disasters, such as floods, droughts, frost, earthquakes, and pestilence. *Adverse weather conditions and natural disasters also can lower crop yields *and reduce supplies of these ingredients or increase their prices. Other *events that adversely affect our suppliers and that are out of our control *could also impair our ability to obtain the raw materials and other inputs *that we need in the quantities and at the prices that we desire. Such events *include problems with our suppliers, businesses, finances, labor relations, *costs, production, insurance, and reputation. * * Cost increases in raw materials and other inputs could cause our profits to *decrease significantly compared to prior periods, as we may be unable to *increase our prices to offset the increased cost of these raw materials and *other inputs. * * If we are unable to obtain raw materials and other inputs for our products *or offset any increased costs for such raw materials and inputs, our business *could be negatively affected. * *We rely on third-party co-packers for our manufacturing needs, and failure to *maintain sufficient production capacity or to enter into satisfactory *co-packing agreements may result in our inability to meet customer demand. * * The success of our business depends, in part, on maintaining a strong *co-packers production platform. A failure by our co-packers to comply with *food safety, environmental, or other laws and regulations may disrupt our *supply of products. If we need to enter into additional co-packing agreements *in the future, we can provide no assurance that we would be able to find an *acceptable co-packer or to enter into co-packing agreements on satisfactory *terms or at all. Our inability to maintain satisfactory co-packing *arrangements could limit our ability to operate our business or implement our *strategic growth plan, and could negatively affect our sales volumes and *results of operations. * * In addition, if we cannot maintain sufficient production capacity through *co-packing agreements, we may be unable to meet customer demand and our *business could be negatively affected. * *The economic downturn could negatively affect our sales and results of *operations. * * The food and beverage industry is sensitive to changes in international, *national, and local economic conditions. The economic downturn has had an *adverse effect on consumer spending patterns. Lower consumer demand could *decrease our sales volumes and negatively affect our results of operations. * *We may incur liabilities, experience harm to our reputation, or be forced *to recall products as a result of real or perceived product quality or other *product-related issues. * * We sell products for human consumption, which involves a number of risks. *Product contamination, spoilage, other adulteration, misbranding, or product *tampering could require us to recall products. We also may be subject to *liability if our products or operations violate applicable laws or *regulations, including environmental, health, and safety requirements, or in *the event our products cause injury, illness, or death. In addition, our *product advertising could make us the target of claims relating to false or *deceptive advertising under U.S. federal and state laws, including the *consumer protection statutes of some states, or laws of other jurisdictions in *which we operate. A significant product liability, consumer fraud, or other *legal judgment against us or a widespread product recall may negatively impact *0ur profitability. Moreover, claims or liabilities of this sort might not be *covered by insurance or by any rights of indemnity or contribution that we may *have against others. Even if a product liability, consumer fraud, or other *claim is found to be without merit or is otherwise unsuccessful, the negative *publicity surrounding such assertions regarding our products or processes *could materially and adversely affect our reputation and brand image, *particularly in categories that are promoted as having strong health and *wellness credentials. Any loss of consumer confidence in our product *ingredients or in the safety and quality of our products would be difficult *and costly to overcome. * *Disruption of our supply or distribution chains could adversely affect our *business. * * Damage or disruption to our manufacturing or distribution capabilities due *to weather, natural disaster, fire, environmental incident, terrorism, *pandemic, strikes, the financial or operational instability of key suppliers, *distributors, warehousing, and transportation providers, or other reasons *could impair our ability to manufacture or distribute our products. If we are *unable or it is not financially feasible to mitigate the likelihood or *potential impact of such events, our business and results of operations could *be negatively affected and additional resources could be required to restore *our supply chain. * *We may need additional financing in the future, and we may not be able to *obtain that financing. * * From time to time, we may need additional financing to support our business *and pursue our growth strategy, including for strategic acquisitions. Our *ability to obtain additional financing, if and when required, will depend on *investor demand, our operating performance, the condition of the capital *markets, and other factors. We cannot assure you that additional financing *will be available to us on favorable terms when required, or at all. If we *raise additional funds through the issuance of equity, equity-linked, or debt *securities, those securities may have rights, preferences, or privileges *senior to those of our Class A common stock, and, in the case of equity and *equity-linked securities, our existing stockholders may experience dilution. * *Our results of operations will fluctuate from quarter to quarter, which makes *them difficult to predict. * * Our quarterly financial results have fluctuated in the past and will *fluctuate in the future. Our financial results in any given quarter can be *influenced by numerous factors, many of which we are unable to predict or are *outside of our control, including: * *- product quality issues or negative publicity about our products or * ingredients; *- investments that we make to acquire new brands and to launch products; *- changes in consumer preferences and discretionary spending; *- availability of raw materials and fluctuations in their prices; and *- variations in general economic conditions * *As a result of these factors, results for any one quarter are not necessarily *indicative of results to be expected for any other quarter or for any year. * *Loss of our key management or other personnel, or an inability to attract such *management and other personnel, could negatively impact our business. * * We depend on the skills, working relationships, and continued services of *key personnel, including our experienced senior management team. We also *depend on our ability to attract and retain qualified personnel to operate *and expand our business. If we lose one or more members of our senior *management team, or if we fail to attract talented new employees, our *business and results of operations could be negatively affected. * *Our intellectual property rights are valuable, and any inability to protect *them could reduce the value of our products and brands. * * We consider our intellectual property rights, particularly our trademark *to be a significant and valuable aspect of our business. We attempt to *protect our intellectual property rights through a combination of patent, *trademark, copyright, and trade secret laws, as well as licensing agreements, *third-party nondisclosure and assignment agreements, and the policing of *third-party misuses of our intellectual property. Our failure to obtain or *maintain adequate protection of our intellectual property rights, or any *change in law or other changes that serve to lessen or remove the current *legal protections of our intellectual property, may diminish our *competitiveness and could materially harm our business. * *Litigation or legal proceedings could expose us to significant liabilities and *have a negative impact on our reputation. * * We are party to various litigation claims and legal proceedings. We *evaluate these litigation claims and legal proceedings to assess the *likelihood of unfavorable outcomes and to estimate, if possible, the amount *of potential losses. Based on these assessments and estimates, we establish *reserves or disclose the relevant litigation claims or legal proceedings, as *appropriate. These assessments and estimates are based on the information *available to management at the time and involve a significant amount of *management judgment. Actual outcomes or losses may differ materially from our *current assessments and estimates. * *Our business is subject to various environmental and health and safety laws *and regulations, which may increase our compliance costs or subject us to *liabilities. * * Our business operations are subject to numerous requirements in the United *States relating to the protection of the environment and health and safety *matters, including the Clean Air Act, the Clean Water Act, the Comprehensive *Environmental Response, Compensation and Liability Act of 1980, as amended, as *well as similar state and local statutes and regulations in the United States. * *Violations of laws or regulations related to the food industry, as well as new *laws or regulations or changes to existing laws or regulations related to the *food industry, could adversely affect our business. * * As a public company, we will be subject to changing rules and regulations *of federal and state securities regulators, as well as the stock exchange on *which our common stock is listed. These entities, including the Public Company *Accounting Oversight Board, and the U.S. Securities and Exchange Commission *("SEC"), have issued a significant number of new and increasingly complex *requirements and regulations over the course of the last several years and *continue to develop additional regulations and requirements in response to *laws enacted by Congress. Our efforts to comply with these requirements may *result in an increase in expenses and a diversion of management's time from *other business activities. * * Risks Related to Ownership of Class A Common Stock and This Offering * *No trading market currently exists for our Class A common stock. We cannot *assure you that an active trading market will develop for our Class A common *stock. * * There currently is no public market for shares of our Class A common stock. *We cannot predict the extent to which investor interest in our Company will *lead to the development of a trading market on the OTCBB or otherwise, or how *liquid that market might be. If an active market does not develop, you may *have difficulty selling your shares of our Class A common stock. The initial *public offering price for our Class A common stock has been determined by *company valuations and may not be indicative of prices that will prevail in *the open market following the completion of this offering. * *If our stock price fluctuates after the completion of this offering, you could *lose a significant part of your investment. * * The market price of our Class A common stock may be influenced by many *factors, some of which are beyond our control, including those described above *in "Risks Related to Our Business and Industry" and the following: * *- our inability to meet the financial estimates of analysts who follow our * Company; *- strategic actions by us or our competitors, such as acquisitions, * restructurings, significant contracts, acquisitions, joint marketing * relationships, joint ventures, or capital commitments; *- variations in our quarterly results of operations and those of our * competitors; *- general economic and stock market conditions; *- changes in conditions or trends in our industry, geographies, or customers; *- terrorist acts; *- future sales of our Class A common stock or other securities; *- perceptions of the investment opportunity associated with our Class A * common stock relative to other investment alternatives; *- the public's reaction to our press releases, other public announcements, * and filings with the SEC; *- changes in accounting standards, policies, guidance, interpretations, or * principles; *- actual or anticipated growth rates relative to our competitors; and *- speculation by the investment community regarding our business * * In addition, the stock markets have experienced price and volume *fluctuations that have affected and continue to affect the market prices of *equity securities issued by many companies, including companies in our *industry. In the past, some companies that have had volatile market prices *for their securities have been subject to class action or derivative lawsuits. *The filing of a lawsuit against us, regardless of the outcome, could have a *negative effect on our business, financial condition, and results of *operations, as it could result in substantial legal costs and a diversion of *management's attention and resources. * * As a result of these factors, investors in our Class A common stock may not *be able to resell their shares at or above the initial public offering price *or may not be able to resell them at all. These market and industry factors *may materially reduce the market price of our Class A common stock, *regardless of our operating performance. * *Our costs will increase significantly as a result of operating as a public *company, and our management will be required to devote substantial time to *complying with public company regulations. * * As a public company with separate SEC reporting, regulatory, and stock *exchange listing requirements, we will incur additional legal, accounting, *compliance, and other expenses that we have not incurred historically. After *completion of this offering, we will be obligated to file with the SEC annual *and quarterly information and other reports that are specified in Section 13 *and other sections of the Securities Exchange Act of 1934, as amended *(the "Exchange Act"), and therefore will need to have the ability to prepare *financial statements that are compliant with all SEC reporting requirements on *a timely basis. In addition, we will be subject to other reporting and *corporate governance requirements, including certain requirements and certain *provisions of Sarbanes-Oxley and the regulations promulgated thereunder, which *will impose significant compliance obligations upon us. Sarbanes-Oxley and the *Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as *new rules subsequently implemented by the SEC and the NYSE, have increased *regulation of, and imposed enhanced disclosure and corporate governance *requirements on, public companies. We are committed to maintaining high *standards of corporate governance and public disclosure, and our efforts to *comply with evolving laws, regulations, and standards in this regard are *likely to result in increased marketing, selling, and administrative expenses, *as well as a diversion of management's time and attention from revenue- *generating activities to compliance activities. These changes will require a *significant commitment of additional resources. We may not be successful in *implementing these requirements, and implementing them could materially *adversely affect our business, results of operations, and financial condition. *We also expect these recent regulations to increase our legal and financial *compliance costs, make it more difficult to attract and retain qualified *officers and members of our board of directors, particularly to serve on our *audit committee, and make some activities more difficult, time-consuming, and *costly. In addition, if we fail to implement the required controls with *respect to our internal accounting and audit functions, our ability to report *our results of operations on a timely and accurate basis could be impaired. If *we do not implement such required controls in a timely manner or with adequate *compliance, we might be subject to sanctions or investigation by regulatory *authorities, such as the SEC. Any such action could harm our reputation and *the confidence of investors and clients in our Company and could negatively *affect our business and cause the price of our Class A common stock to *decline. * *We do not currently intend to pay dividends on our Class A common *stock or Class B common stock and, consequently, your ability to achieve a *return on your investment will depend on appreciation in the price of our *Class A common stock. * * Following completion of this offering, we do not expect to pay cash *dividends on our common stock, including the Class A common stock issued in *this offering, for the foreseeable future. Any future dividends will be within *the absolute discretion of our board of directors and will depend on, among *other things, our results of operations, working capital requirements, capital *expenditure requirements, financial condition, contractual restrictions, *business opportunities, anticipated cash needs, provisions of applicable law, *and other factors that our board of directors may deem relevant. As a result, *capital appreciation, if any, of our Class A common stock will be your sole *source of potential gain for the foreseeable future. The market price for our *Class A common stock after completion of this offering might not exceed the *price that you pay for our Class A common stock. Furthermore, we may not *generate sufficient cash from operations in the future to pay dividends on our *Class A common stock. * *You will experience immediate and substantial dilution in net tangible book *value per share. * * Dilution per share represents the difference between the initial public *offering price and the adjusted net tangible book value per share immediately *after this offering. Purchasers of our Class A common stock in this offering *will experience immediate dilution of $.86 in net tangible book value per *share. See "Dilution." * *The value of our Class A common stock may be adversely affected by the *superior voting rights associated with our Class B common stock, and holders *of our Class B common stock will have the ability to significantly influence *any action requiring the approval of our stockholders even after a spin-off. * * The holders of our Class A common stock and Class B common stock generally *will have identical rights, except that holders of our Class A common stock, *which is the class of common stock that we are offering in this offering, will *be entitled to one vote per share, and holders of our Class B common stock *will be entitled to twenty-five votes per share on all matters submitted to a *vote of our stockholders, subject, in the case of the Class B common stock, to *reduction in accordance with the terms of our amended and restated certificate *of incorporation. Because of the voting ratio between our Class B common stock *and our Class A common stock, the holders of our Class B common stock *collectively will exert significant influence over any action requiring the *approval of our stockholders and, accordingly, this concentrated control will *limit your ability to influence any action requiring the approval of our *stockholders, such as the adoption of amendments to our certificate of *incorporation, the election of directors, and the approval of mergers or a *sale of substantially all of our assets. The difference between the voting *rights of our Class A common stock and our Class B common stock could *adversely affect the value of our Class A common stock to the extent that *investors ascribe value to the superior voting rights of our Class B common *stock. See "Description of Securities to be Registered" for a description of *our common stock and the rights associated with it. * * Ratio of earnings to fixed charges * * We are not registering debt securities or preference equity securities, *therefore the Ratio of earnings to fixed charges subsection does not apply. * * SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS * * This prospectus includes forward-looking statements. All statements other *than statements of historical facts contained in this prospectus, including *statements regarding our future financial position, business strategy and *plans and objectives of management for future operations, are forward-looking *statements. The words "believe," "may," "will," "estimate," "continue," *"anticipate," "intend," "expect" and similar expressions are intended to *identify forward-looking statements. We have based these forward-looking *statements largely on our current expectations and projections about future *events and financial trends that we believe may affect our financial *condition, results of operations, business strategy, short term and long term *business operations and objectives, and financial needs. These forward-looking *statements are subject to a number of risks, uncertainties and assumptions, *including those described in "Risk Factors." * * In light of these risks, uncertainties and assumptions, the forward-looking *events and circumstances discussed in this prospectus may not occur and actual *results could differ materially and adversely from those anticipated or *implied in the forward-looking statements. * * USE OF PROCEEDS * * We estimate that we will receive net proceeds between $47,500 from our sale *of the 50,000 shares of Class A common stock (minimum estimate of the *offering) and $14,250,000 from our sale of the 15,000,000 shares of Class A *common stock (maximum estimate of the offering) offered by us, based upon an *assumed direct public offering price of $1.00 per share, after deducting *estimated underwriting discounts and commissions and estimated offering *expenses payable by us. * *We expect to use the net proceeds, shown as percentage of total proceeds in *the table below, received from this offering for general corporate purposes, *including; * *- 55% - Nationwide distribution, expansion and growth *- 25% - Sales and marketing expenses, research and development expenses and * general and administrative expenses *- 15% - Capital expenditures and product purchase *- 5% - Possible re-purchase shares of its common stock back from existing * shareholders, subject to regulatory restrictions * *The net proceeds will not be used to compensate or otherwise make payments to *officers or directors of the issuer. We do not anticipate any material *changes in the use of proceeds if all of the securities of the offering are *not sold. * * The registrant may reserve the right to change the use of proceeds, *provided that such reservation is due to certain contingencies that are *discussed specifically and the alternatives to such use in that event are *indicated. * * Once submitted, orders to purchase shares of our Class A common stock are *irrevocable unless the offering is terminated. If the offering is extended *beyond June 1, 2016, and the minimum offering amount has not been reached, *subscribers will be notified and will be given the right to confirm, change or *cancel their orders, and funds will be returned promptly to subscribers who do *not respond to this notice. Funds received before completion of the offering *up to the minimum of the offering range will be maintained at Bank of America. *Funds received in excess of the minimum of the offering range may be held in a *Bank of America, or at our discretion, in an escrow account at an independent *insured depository institution. If we do not sell the minimum number of shares *or if we terminate the offering for any other reason, we will promptly return *subscriber's funds. * * We believe our current corporation position and the offering will assist *us in implementing our business strategy by increasing our capital base which *will support continuing growth and facilitate the expansion of our brand *through new distribution channels and geographical regions. * * DIVIDEND POLICY * * We have never declared or paid any cash dividend on our capital stock. We *currently intend to retain any future earnings and do not expect to pay any *dividends in the foreseeable future. * * CASH AND CAPITALIZATION * *The following table sets forth our cash, cash equivalents and capitalization *as follows: * *- On an actual basis. *- On a pro forma as adjusted basis to give effect to receipt of the net *proceeds from the sale by us in this offering of shares of Class A common *stock at an assumed direct public offering price of $1.00 per share, after *deducting estimated underwriting discounts and commissions and estimated *offering expenses. * *As of April 1, 2015 *
* Historical Pro forma * Unaudited) as adjusted * ------------ ----------- * *Cash and cash equivalents $ 163,114 $ 163,114 * *Long-term debt 0 0 *Total invested equity 1,214,600 $ 1,214,600 *Stockholders' Equity: * Preferred stock, 22,934,240 shares issued and outstanding 22,934,240 22,934,240 * Class A common stock, $1.00 par value; 15,000,000 shares * authorized; 24,793,600 shares issued and outstanding as adjusted 24,793,600 $ 14,250,000 * Class B common stock, 272,160 shares authorized; 272,160 shares issued and * outstanding as adjusted 272,160 272,160 * Additional paid-in capital - - * *Total capitalization $ 1,377,714 $ 15,627,714 *
* * DILUTION * * The pro forma net tangible book value of Bulletproof Brands Co Inc. at *December 31, 2014, upon completion of this offering, was approximately *$162,114, or $0.004 per share. Pro forma net tangible book value per share is *equal to our total tangible assets less our total liabilities, divided by the *total number of shares outstanding. After giving effect to the sale of *15,000,000 shares of our common stock offered by Bulletproof Brands Co Inc. *hereby at a direct public offering price of $1.00 per share and after *deducting underwriting discounts and commissions and estimated offering *expenses payable by us, our as adjusted pro forma net tangible book value at *December 31, 2014 would have been approximately $6,162,114, or $.147 per *share. This represents an immediate increase in net tangible book value of *$0.143 per share to existing stockholders and an immediate dilution of $0.853 *per share to new investors purchasing shares of our common stock in this *offering. The following table illustrates the per share dilution to the new *investors: * *Direct public offering price per share..................................$1.00 *Pro forma net tangible book value per share at December 31, 2014.......$0.004 *Increase per share attributable to this offering.......................$0.136 *As adjusted pro forma net tangible book value per share after the *offering...............................................................$0.147 *Dilution per share to new investors in this offering....................$0.86 * * SELECTED CONSOLIDATED FINANCIAL DATA * * The following financial data should be read in conjunction with our *unaudited consolidated financial statements and the related notes, and our *unaudited pro forma condensed consolidated financial information and the *related notes, included elsewhere in this prospectus. * * The consolidated statements of operations data for the years ended December *31, 2013 and December 31, 2014, and the consolidated balance sheet data at *December 31, 2013 and December 31, 2014, are derived from our unaudited *consolidated financial statements. The unaudited consolidated financial *statements include, in the opinion of management, all adjustments that *management considers necessary for the fair presentation of the financial *information set forth in those statements. The historical results are not *necessarily indicative of the results to be expected in any future period. *Our historical consolidated financial statements have been prepared on a *stand-alone basis in accordance with GAAP and are derived from our *consolidated financial statements and accounting records using the historical *results of operations and assets and liabilities attributed to our operations. * * Our historical results are not necessarily indicative of our results in any *future period. You should read the following selected consolidated financial *data together with our consolidated financial statements and the related notes *included elsewhere in this prospectus and the "Cash and Capitalization" and *"Management's Discussion and Analysis of Financial Condition and Results of *Operations" sections of this prospectus. * *3/9/2015 BULLETPROOF BRANDS, INC. *Accrual Basis Balance Sheet * January through December 2013 * * Jan - Dec 13 * ----------------- * ASSETS * Current Assets * Checking/Savings 35,970.75 * Accounts Receivables 40,856.72 * Other Current Assets * Undeposited Funds 1,398.16 * Inventory Asset 38,413.54 * ----------------- * Total Other Current Assets 39,811.70 * ----------------- * Total Current Assets 116,639.17 * ----------------- * TOTAL ASSETS 116,639.17 * ================= * LIABILITTIES & EQUITY * Liabilities * Current Liabilitties * Accounts Payable * Accounts Payable -375.00 * ----------------- * Total Accounts Payable -375.00 * Other Current Liabilities * Notes/Loans 17,500.00 * Sales to be Recorded 1,890.83 * CA CVR Fees Accrued 4,250.40 * ----------------- * Total Other Current Liabilities 23,641.23 * Total Current Liabilities 23,266.23 * ----------------- * Long Term Liabilities 43,146.80 * ----------------- * Total Liabilities 66,413.03 * ----------------- * * Equity * Owners Draw- Misc * Jeff Block -10,733.85 * Rob Dohlke -28,680.19 * ----------------- * Total Owners Draw- Misc -39,414.04 * ----------------- * Shareholder Equity 682,722.50 * Total Shareholder Equity 682,722.50 * Opening Balance Equity -45,772.75 * Retained Earnings -214,150.12 * Net Income -333,159.45 * ----------------- * Total Equity 50,226.14 * ----------------- * TOTAL LIABILITIES & EQUITY 116,639.17 * ================= * *3/9/2015 BULLETPROOF BRANDS, INC. *Accrual Basis Balance Sheet * January through December 2014 * * Jan - Dec 14 * ----------------- * ASSETS * Current Assets * Checking/Savings 87,843.41 * Accounts Receivables * Accounts Receivables 3,268.59 * ----------------- * Total Accounts Receivables 3,268.59 * * Other Current Assets * Undeposited Funds 1,473.95 * Inventory Asset 70,527.85 * ----------------- * Total Other Current Assets 72,001.80 * * Total Current Assets 163,113.80 * ----------------- * TOTAL ASSETS 163,113.80 * ================= * * LIABILITTIES & EQUITY * Liabilities * Current Liabilitties * Accounts Payable * Accounts Payable 1,750.00 * ----------------- * Total Accounts Payable 1,750.00 * Other Current Liabilities * Notes/Loans 2,000.00 * Sales to be Recorded 1,890.83 * CA CVR Fees Accrued 8,038.10 * ----------------- * Total Other Current Liabilities 11,928.93 * ----------------- * Total Current Liabilities 13,678.93 * * Long Term Liabilities * 13 NISS NV200 21,972.57 * N/P-Nissan motor NV200 17,858.58 * N/P-Nissan motor NV 22,284.34 * ----------------- * Total Long Term Liabilities 62,115.49 * ----------------- * Total Liabilities 75,794.42 * * Equity * Owners Draw- Misc * Jeff Block -11,958.48 * Rob Dohlke -47,267.19 * ----------------- * Total Owners Draw- Misc -59,225.67 * ----------------- * Shareholder Equity 1,066,750.00 * Total Shareholder Equity 1,066,750.00 * Opening Balance Equity -67,745.32 * Retained Earnings -542,226.55 * Net Income -310,233.08 * ----------------- * Total Equity 87,319.38 * ----------------- * TOTAL LIABILITIES & EQUITY 163,113.80 * ================= * *3/9/2015 BULLETPROOF BRANDS,INC. *Accrual Basis Income Statement * January through December 2013 * * * Jan-Dec 2013 * ----------------- * Ordinary Income/Expense * Income * Sales 260,572.71 * Discounts & Allowances * Customer Discounts -88,478.94 * Distribution Sales Incentives -7,258.50 * Discounts-Other -212.00 * ----------------- * Total Discounts & Allowances -95,949.44 * Total Income 164,623.27 * * Cost of Goods Sold * Cost of Goods Sold 99,976.60 * ----------------- * Total COGS 99,976.60 * ----------------- * * Gross Profit 64,646.67 * Expense * Sales and Marketing 112,258.69 * General and Administrative 269,946.28 * ----------------- * Total Expense 382,204.97 * ----------------- * * Net Ordinary Income -317,558.30 * * Net Income -317,558.30 * ================= * *3/9/2015 BULLETPROOF BRANDS, INC. *Accrual Basis Income Statement * January through December 2014 * Jan - Dec 14 * ----------------- * Ordinary Income/Expense * Income * Sales 128,339.13 * Discounts & Allowances -3,766.32 * Total Income 124,572.81 * * Cost of Goods Sold * Cost of Goods Sold 34,399.82 * * Total COGS 34,399.82 * * Gross Profit 90,172.99 * Expense * Sales and Marketing 173,565.20 * General and Administrative 146,558.95 * Total Expense 320,124.15 * * Net Ordinary Income -229,951.16 * * Other Income / Expense * Other Expense * Production Cost * Printing of 16oz can 20,023.65 * Pre-mix for 16 oz can 18,230.00 * Production Cost - Other 50.00 * Total Production Cost 38,303.65 * * Contract Buy-out 3,248.05 * Shipping Cost -1,084.66 * Miscellaneous Expense 367.51 * Total Other Expense 40,834.55 * Net Other Income / Expense -40,834.55 * Net Income -270,785.71 * * DESCRIPTION OF SECURITIES TO BE REGISTERED * * General * Following the closing of this offering, our authorized capital stock will *consist of 24,793,600 shares of common stock Class A par value $0.001 per *share, 272,160 shares of common stock Class B, par value $0.001 per share, *and 22,934,240 shares of preferred stock, par value $0.001 per share. The *following description of our capital stock and provisions of our certificate *of incorporation and by-laws are summaries and are qualified by reference to *the certificate of incorporation and by-laws that will become effective upon *the closing of this offering. Copies of these documents have been filed with *the SEC as exhibits to our registration statement, of which this prospectus *forms a part. The description of our common stock reflects changes to our *capital structure that will occur upon the closing of this offering. * * Common Stock Class B * * As of April 2, 2015, there were 272,160 shares of our common stock Class B *outstanding and held of record by the Corporation and controlled by the *current Board of Directors. * * Holders of our common stock Class B are entitled to twenty five votes for *each share held on all matters submitted to a vote of stockholders and do not *have cumulative voting rights. An election of directors by our stockholders *shall be determined by a plurality of the votes cast by the stockholders *entitled to vote on the election. Holders of common stock are entitled to *receive proportionately any dividends as may be declared by our board of *directors, subject to any preferential dividend rights of any series of *preferred stock that we may designate and issue in the future. * * In the event of our liquidation or dissolution, the holders of common stock *are entitled to receive proportionately our net assets available for *distribution to stockholders after the payment of all debts and other *liabilities and subject to the prior rights of any outstanding preferred *stock. Holders of common stock have no preemptive, subscription, redemption or *conversion rights. Our outstanding shares of common stock are, and the shares *offered by us in this offering will be, when issued and paid for, validly *issued, fully paid and non-assessable. The rights, preferences and privileges *of holders of common stock are subject to and may be adversely affected by the *rights of the holders of shares of any series of preferred stock that we may *designate and issue in the future. * * Common Stock Class A * * As of April 2, 2015, there were 24,793,600 shares of our common stock *Class A outstanding and held of record by 13 stockholders. * * Holders of our common stock are entitled to one vote for each share held on *all matters submitted to a vote of stockholders and do not have cumulative *voting rights. An election of directors by our stockholders shall be *determined by a plurality of the votes cast by the stockholders entitled to *vote on the election. Holders of common stock are entitled to receive *proportionately any dividends as may be declared by our board of directors, *subject to any preferential dividend rights of any series of preferred stock *that we may designate and issue in the future. * * In the event of our liquidation or dissolution, the holders of common stock *are entitled to receive proportionately our net assets available for *distribution to stockholders after the payment of all debts and other *liabilities and subject to the prior rights of any outstanding preferred *stock. Holders of common stock have no preemptive, subscription, redemption or *conversion rights. Our outstanding shares of common stock are, and the shares *offered by us in this offering will be, when issued and paid for, validly *issued, fully paid and non-assessable. The rights, preferences and privileges *of holders of common stock are subject to and may be adversely affected by the *rights of the holders of shares of any series of preferred stock that we may *designate and issue in the future. * * In regards to liquidation, all holders of Class A shares have the right to *sell their shares at any time through any means prescribed and/or approved by *SEC. * * All holders of Class A shares, per the shareholders agreement, have *preemptive rights and are insured that any seasoned offerings will not dilute *his/her ownership percentage. * * Preferred Stock * * As of April 2, 2015, there were 22,934,240 shares of our Preferred stock *Class P outstanding and held of record by 33 stockholders. * * Under the terms of our certificate of incorporation that will become *effective upon the closing of this offering, our board of directors is *authorized to direct us to issue shares of preferred stock in one or more *series without stockholder approval. Our board of directors has the discretion *to determine the rights, preferences, privileges and restrictions, including *voting rights, dividend rights, conversion rights, redemption privileges and *liquidation preferences, of each series of preferred stock. * * The purpose of authorizing our board of directors to issue preferred stock *and determine its rights and preferences is to eliminate delays associated *with a stockholder vote on specific issuances. The issuance of preferred *stock, while providing flexibility in connection with possible acquisitions, *future financings and other corporate purposes, could have the effect of *making it more difficult for a third party to acquire, or could discourage a *third party from seeking to acquire, a majority of our outstanding voting *stock. Upon the closing of this offering, there will be no shares of preferred *stock outstanding, and we have no present plans to issue any shares of *preferred stock. * *There is no restriction on the repurchase or redemption of shares by the *issuer while there is any arrearage in the payment of dividends or sinking *fund installments. * * Interests of named experts and counsel * * Bulletproof Brands did not use named experts and/or counsel when preparing *the registration statement and prospectus. The registrant of this registration *statement, prospectus and offering is prepared by the current acting CEO of *Bulletproof Brands Co Inc. with the assistance and approval of the current *Board of Directors and shareholders. * * In regards to the Commission's requirements regarding "Qualification of *Accountants" which discusses disqualifying interests, Bulletproof Brands used *only independent certified public accountants, or independent licensed public *accountants who were licensed on or before December 31, 2014. * * INFORMATION WITH RESPECT TO THE REGISTRANT * *Description of Business * * Bulletproof Energy is a beverage manufacturer and currently manufactures *has the trademark for Bulletproof Energy Drinks. Our flavors are available in *specific markets throughout California, Nevada, Colorado, Alaska, Arizona, *Texas, Washington and South Carolina. Our raw materials are currently supplied *by Allen Flavors, Crown Cork & Seal and Portland Bottlers. Currently there are *no existing or probable governmental regulations on the business or any need *for government approval of principal products or services. Our costs and *effects of compliance with environmental laws (federal, state and local) are *minimal. We estimate an expenditure of $1,000,000 during the last three fiscal *years on research, development and early revenues. Distribution of our *products is primarily through independent beverage distributors, although we *service approximately 150 local area retailers that fall outside the market *area of an independent distributor. * * Bulletproof Brands Co Inc., is a C-Corp formed and organized in 2011, and *have no bankruptcies, receiverships or similar proceedings, material *reclassification, merger, consolidation, or purchase or sale of a significant *amount of assets, not in the ordinary course of business. We utilize several *independent contractors and distributors to take our product to market and *have 3 full-time employees. The Bulletproof name, product name and logo are *trademarked and include; Bulletproof, Bulletproof Energy, Bulletproof Energy *Drink or Drinks, Bulletproof Regular, Bulletproof Sugar-free. * *Description of Property * * Bulletproof Brands does not own any physical property. * *Legal Proceedings * * There is no legal proceeding or pending legal proceedings against *Bulletproof Brands at this time, nor has there been any legal proceeding *against Bulletproof Brands in the past. * *Market price of and dividends on the registrant's common equity * *Market information: * a. The information is being presented in the registration statement on Form * 1-A under the Securities Act relating to a class of common equity for * which at the time of filing there is no established United States public * trading market, * b. This is being publicly proposed to be, publicly offered by the * registrant. * c. The proposed amount of Class A common equity to be offered to the public * is 15,000,000 shares. * *Holders: There are 13 holders of both class of common equity of the registrant *as of April 2, 2015. * *Dividends: At the time of filing there are no plans or intentions to pay cash *dividends. * *Smaller reporting companies: Bulletproof Brands Co Inc., qualifies and is *classified as a smaller reporting company. * * FINANCIAL STATEMENT SCHEDULES * * UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION * *Introductory Note * * The unaudited pro forma combined condensed statements of operations *included herein have been prepared pursuant to the rules and regulations of *the SEC. Certain information and certain footnote disclosures normally *included in financial statements prepared in accordance with US GAAP have *been condensed or omitted pursuant to these rules and regulations; however, *management believes that the disclosures are adequate to make the information *presented not misleading. * * UNAUDITED PRO FORMA CONDENSED BALANCE SHEET * FOR THE YEAR ENDED DECEMBER 31, 2014 * * *3/9/2015 BULLETPROOF BRANDS, INC. *Accrual Basis Balance Sheet * January through December 2014 * * Jan - Dec 14 * ----------------- * ASSETS * Current Assets * Checking/Savings 87,843.41 * Accounts Receivables * Accounts Receivables 3,268.59 * ----------------- * Total Accounts Receivables 3,268.59 * * Other Current Assets * Undeposited Funds 1,473.95 * Inventory Asset 70,527.85 * ----------------- * Total Other Current Assets 72,001.80 * * Total Current Assets 163,113.80 * ----------------- * TOTAL ASSETS 163,113.80 * ================= * * LIABILITIES & EQUITY * Liabilities * Current Liabilities * Accounts Payable * Accounts Payable 1,750.00 * ----------------- * Total Accounts Payable 1,750.00 * Other Current Liabilities * Notes/Loans 2,000.00 * Sales to be Recorded 1,890.83 * CA CVR Fees Accrued 8,038.10 * ----------------- * Total Other Current Liabilities 11,928.93 * ----------------- * Total Current Liabilities 13,678.93 * * Long Term Liabilities * 13 NISS NV200 21,972.57 * N/P-Nissan motor NV200 17,858.58 * N/P-Nissan motor NV 22,284.34 * ----------------- * Total Long Term Liabilities 62,115.49 * ----------------- * Total Liabilities 75,794.42 * * Equity * Owners Draw- Misc * Jeff Block -11,958.48 * Rob Dohlke -47,267.19 * ----------------- * Total Owners Draw- Misc -59,225.67 * ----------------- * Shareholder Equity 1,066,750.00 * Total Shareholder Equity 1,066,750.00 * Opening Balance Equity -67,745.32 * Retained Earnings -542,226.55 * Net Income -310,233.08 * ----------------- * Total Equity 87,319.38 * ----------------- * TOTAL LIABILITIES & EQUITY 163,113.80 * ================= * * UNAUDITED PRO FORMA CONDENSED INCOME STATEMENT * FOR THE YEAR ENDED DECEMBER 31, 2014 * * *3/9/2015 BULLETPROOF BRANDS, INC. *Accrual Basis Income Statement * January through December 2014 * Jan - Dec 14 * ----------------- * Ordinary Income/Expense * Income * Sales 128,339.13 * Discounts & Allowances -3,766.32 * Total Income 124,572.81 * * Cost of Goods Sold * Cost of Goods Sold 34,399.82 * * Total COGS 34,399.82 * * Gross Profit 90,172.99 * Expense * Sales and Marketing 173,565.20 * General and Administrative 146,558.95 * Total Expense 320,124.15 * * Net Ordinary Income -229,951.16 * * Other Income / Expense * Other Expense * Production Cost * Printing of 16oz can 20,023.65 * Pre-mix for 16 oz can 18,230.00 * Production Cost - Other 50.00 * Total Production Cost 38,303.65 * * Contract Buy-out 3,248.05 * Shipping Cost -1,084.66 * Miscellaneous Expense 367.51 * Total Other Expense 40,834.55 * Net Other Income / Expense -40,834.55 * Net Income -270,785.71 * * MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION * AND RESULTS OF OPERATIONS * * The following discussion and analysis of our financial condition and *results of operations should be read in conjunction with our consolidated *financial statements. In addition to historical financial information, the *following discussion and analysis contains forward-looking statements that *involve risks, uncertainties and assumptions. Our actual results and timing *may differ from those anticipated in these forward-looking statements and *planning as a result of many factors, including those discussed under *"Risk Factors" and elsewhere in this prospectus. * *Overview * * Bulletproof Brands Co Inc., is a manufacturer and marketer of Bulletproof *Brands energy drinks who sells all-natural, top quality ingredient energy *drinks to our customers through various retailers and wholesalers. Our *distribution agreements allows rapid product placement and generates recurring *customer consumption. We currently serve customers in 11 states, and intend to *expand our footprint internationally, operating in every market where energy *drinks are sold and distributed. * * Our mission is to grow Bulletproof Energy Drinks into a profitable *worldwide all-natural energy drink beverage company focused on helping our *military families through our donations of 5 cents of every can sold. We *continue to focus on contributing to the support of our military which is the *foundation of our success to date. We believe that this focus is critical for *the creation of long-term value. We do not intend to compromise our user *focus for short-term economic gain. * * We believe that the most effective, and ultimately the most profitable, *way to accomplish our mission is to put the needs of our customers first. We *have found that offering high-quality, all natural energy drinks leads to *increased sales and strong word-of-mouth promotion. Our dedication to putting *customers first is reflected in commitments we have made to our Share Holders. * * Factors Affecting Our Business and Results of Operations * * The following trends have impacted our sales and operating income over the *past three years and we believe that they will continue to be factors *affecting our business and results of operations in the future: * * - Consumer preferences for nutritious, flavorful, convenient, and * responsibly produced products * * Our beverage is aligned with emerging consumer preferences for products *that are nutritious, flavorful, convenient, and responsibly produced. As a *result, we believe this product category will continue to offer attractive *growth opportunities relative to the traditional beverage category. Our *products are well positioned within the natural and organic sector. In *addition, our brand continues to benefit from the growth and overall size of *the energy drink sector. * * - New product introductions * * We will continue to benefit from evolving consumer preferences by *delivering innovative products in profitable categories under our trusted *brand. We have a proven track record of innovation through either creating or *largely developing new energy drink flavors. We will continue to focus on *innovation that we believe will drive increased consumption of our brands. * * - Increases in commodity costs * * Our business is heavily dependent on raw materials and other inputs, such *as pure cane sugar, packaging, sweeteners, fuel, and other commodities. *Increases in the costs of inputs or commodities in the recent past have *exerted pressure on margins and have led to price increases across our *portfolio to mitigate the impacts of these increased costs. * * - Manufacturing capacity constraints * * Our recent growth has significantly increased our co-packer utilization *rates. In response, we have increasingly relied on our extensive co-packing *network, which has resulted in higher costs for the production and *distribution of our products. We will continue to utilize our co-packing *network, as needed, to meet our production requirements. * *Components of Net Sales and Costs and Expenses * *Net Sales * * Our net sales are derived primarily from the sale of our energy drink *beverages across North America. Sales are reported net of estimated returns, *trade promotions, and other discounts. We routinely offer sales incentives and *discounts to our customers and consumers including rebates, shelf-price *reductions, in-store display incentives, and other trade promotional *activities. These programs, as well as amounts paid to customers for *shelf-space in retail stores, are considered reductions in the price of our *products and are reflected within net sales. * *Cost of Sales * * Cost of sales consists of the costs of raw materials and ingredients in the *manufacture of products, packaging costs, labor costs, and shipping. *Ingredients account for the largest portion of the cost of sales followed by *shipping, packaging and labor costs. * *Operating Costs and Expenses * * Operating costs and expenses consist primarily of selling and distribution *expenses and general and administrative expenses. Our selling and distribution *expenses consist of shipping and handling fees, including fuel charges for *delivery of products through our warehouse distribution system, and outside *storage, as well as marketing expense and sales commissions. The primary *components of our marketing expense are media, agency, trade shows, and other *promotional expenses. Our general and administrative costs consist primarily *of wages, related payroll, R&D costs, legal and professional fees, travel *expenses, other facility related costs, such as rent and depreciation, and *consulting expenses. * * BUSINESS * * Bulletproof Brands Co Inc., is a manufacturer and marketer of Bulletproof *Brands energy drinks who sells all-natural, top quality ingredient energy *drinks to our customers through various retailers and wholesalers. Our *distribution agreements allows rapid product placement and generates recurring *customer consumption. We currently serve customers in 11 states, and intend to *expand our footprint internationally, operating in every market where energy *drinks are sold and distributed. * * Our mission is to grow Bulletproof Energy Drinks into a profitable *worldwide all-natural energy drink beverage company focused on helping our *military families through our donations of 5 cents of every can sold. We *continue to focus on contributing to the support of our military which is the *foundation of our success to date. We believe that this focus is critical for *the creation of long-term value. We do not intend to compromise our user *focus for short-term economic gain. * * We believe that the most effective, and ultimately the most profitable, *way to accomplish our mission is to put the needs of our customers first. We *have found that offering high-quality, all natural energy drinks leads to *increased sales and strong word-of-mouth promotion. Our dedication to putting *customers first is reflected in commitments we have made to our shareholders: * * - Growing and expanding our customer base by increasing our distribution * network; * - Service our military customers with the highest standards pushing to * become the Military's number 1 energy drink; * - Consistently increasing our market share in our current markets; * - Increase our OSS rate (Off Shelf Sales); * - Maintain high quality ingredients; * - Maintain competitive pricing; * - Continue aggressive advertising and marketing programs; and * - Continuing to provide exceptional service to attract and retain * customers * *Industry Overview * * This market for energy drinks will grow at a CAGR of over 10% by 2016. This *healthy growth rate is expected to be a result of the rising popularity and *consumption of energy drinks by all age groups. Energy drinks, as the name *indicates, are formulated with ingredients that help boost energy levels. They *are often marketed as being a healthy alternative to other carbonated and *sugar-saturated drinks. Energy drinks are chiefly consumed by sports persons, *athletes, and those leading a hectic lifestyle in a bid to replenish their *energy levels, and experience physical (and often mental) stimulation. * * This market is poised to grow on account of the escalating health *consciousness of consumers across the world. The young and aged alike are *attracted to products that bear a promise of helping them remain active and in *top physical shape. This desire has proven to be a lucrative opportunity for *manufacturers of energy drinks. Fancy and innovative packaging, creative *advertising, and scientifically advanced formulations are being seen as *platforms for growth by companies selling energy drinks. The segment of *sugar-free energy drinks holds significant potential for both new and *established companies in the energy drinks market. Low-calorie and sugar-free *drinks are especially attractive to female consumers. Incorporating a larger *share of organic and natural ingredients in energy drinks is yet another *aspect that will gain prominence in the energy drinks market. * * Market research estimates that energy drinks will penetrate untapped market *segments, including the older population. The introduction of new formulations *will be essential if companies are to claim a larger share of the market *revenue. From the geographical market standpoint, North America was the *largest market in 2012, holding over 35% of the global energy drinks market. *The Asia Pacific region came a close second, with over 30% of the market for *energy drinks. The largest market share in the energy drinks industry was held *by two brands: Red Bull and Monster. * * We believe that our brand is uniquely positioned in rapidly growing, *on-trend categories that stand to benefit from anticipated sustainable, *strong consumer demand. * *Our Competitive Strengths * * We believe that the following competitive strengths will enable the *Company to achieve sustained growth and profitability: * * Products Aligned with Consumer Trends * * Our products are designed to appeal to consumer preferences for energetic, *nutritious, great-tasting, convenient, and responsibly produced products. Our *PRESERVATIVE-FREE beverage platform offers consumer's an alternative to other *energy brands who use preservatives, namely Redbull and Monster. Our market *research function plays an important role in our success, as we consistently *seek and incorporate feedback from our consumers on to develop new products *to remain at the forefront of evolving consumer trends. * * Charitable giveback to Military * Through our partnership with Fisher House foundation we contribute 5 cents *of every can sold to help military families. This partnership and charitable *give-back sets our brand apart from our competitors. We believe that this *focus is critical for the creation of long-term value. * * Experienced Management Team with Manufacturing, Marketing and Distribution * Expertise * * We are led by a proven and experienced management team who has played an *integral role in our Company's success by instilling a culture committed to *innovation, responsibility, and growth. We believe that our strong leadership *and experience will enable our Company to continue to drive sustained growth *and increased profitability. The key management team which include founding *members are; * * Rob Dohlke, CEO/Chairman of the Board/Founder * - 16 years of sales and marketing working for AT&T and Independent * yellow page publishers * - Owned/Operated two different snowboard manufacturing companies * - Sold over 5,000 snowboards sold worldwide utilizing multiple * distributors * - Previously the Director of an ad agency responsible for over $7 * million annually advertising dollars in Yellow Pages, Radio, * Television and Internet placement * - Certified National CMR (Certified Marketing Representative) * * Bob Dohlke - Military Sales and Charity Liaison * - 20 year Air Force veteran with over 900 combat missions & recipient * of the Distinguished Flying Cross-with Valor award. * - Flew C-123 and C-141 aircraft during his Air Force career. After his * 20 year service, Bob worked with a Military Distribution company with * such products as Canadian Water, Lee Jeans and many other brand names. * - Bob's knowledge and contacts have helped Bulletproof land worldwide * contract with the Navy and Marine Corps. * * Larry Elliot - Public Relations and Promotions Director * - Account Executive for 17 years with a major radio station calling on * over 3000 businesses - mostly retail, including grocery chains and * independents. * - Worked directly with buyers and store managers with POP materials, * radio remotes, radio promotions and scripts. * - Promoted both food products as well as beverages. Worked with an * Advertising agency for 18 years handling 150 retail outlets in * Northern California and Nevada. Responsible for media buying, * production of radio and television commercials as well as putting * together remotes and promotions. Also worked with co-op vendors in * placing products in the stores, end aisle displays, and in helping * to increase sales of stores and products. * * Tom Hanighen - VP and Director of Sales * - 25 years sales experience with a strong emphasis on cold calling in * order to create leads * - V.P. of Sales for Flash Line Electronics * - 15 years sales management position with over 20 salespeople * - Complete understanding of sales quotas and creative thinking in order * to achieve pre-determined goals * * Our Business Strategy * * Our Company competes in product categories that we believe have attractive *long-term growth prospects due to strong consumer interest, favorable category *dynamics, and, in many cases, low household penetration. To achieve *sustainable growth and profitability, our strategy encompasses the following: * * Selectively Pursue Expansion Opportunities in Attractive New Geographies * Our energy drinks coupled with our sales, marketing, and supply chain *capabilities provide opportunities to expand our business nationally and *globally by: * * - broadening the distribution of our products across our existing * geographies; * - driving distribution of our brand and products into geographies adjacent * to our existing geographies; and * - introducing our brands and products in new, high-growth regions across * the globe * * Continue to Identify Cost Reduction Opportunities to Reinvest in Brands and * Operational Capabilities * * We are committed to pursuing operational cost reduction programs in order *to maintain our competitive position and support our growth strategy. *Company-wide cost reduction programs improve operational efficiency through *the elimination of excess costs. By realizing savings through these cost *reduction programs, we can reinvest in our business to build our brand and *improve our capabilities as we strive to drive growth and deliver superior *service to our retail and foodservice customers. We view the pursuit of *opportunities to improve the efficiency of our operations as an essential *contributor to our success. * * Our Products * * We manufacture, market, distribute, and sell products in the Energy *beverage category. We use all natural ingredients including: * * - All natural * - Vitamin C, Vitamin B6, B12, B5, B3 * - No Preservatives * - Low Niacin. A consumer doesn't get the jitters when drinking our products * - No artificial flavors or colors * - Real Sugar, No high fructose corn syrup in any of our drinks * * (BULLETPROOF ENERGY DRINK PRODUCT IMAGES) *Bulletproof energy drinks are packaged in standard 16oz. aluminum cans with *pull tabs openers. The Bulletproof logo and flavor description are *prominently displayed on one side of the can, while the nutritional statement *and corporate donation program are display on the opposite side. All other *informative disclosures are placed where applicable on each can. The cans *backround color varies based on the energy drink flavor; the sugarfree flavor *is packaged in a metallic yellow can, while the regular flavor is packaged in *a metallic green can. * * Our Customers * We sell our products across North America to a variety of customers, *including grocery stores, mass merchandisers, club stores, and convenience *stores, as well as various away-from-home channels, including restaurants and *foodservice outlets. * * Sales Organization * We sell our products in North America primarily through distribution *networks and direct sales efforts. Our sales organization strives to *cultivate strong, collaborative relationships with customers that facilitate *favorable shelf placement for our products, which, we believe, when combined *with our marketing capabilities and our brand strength, drives high product *turnover rates. * * * Sales Avenues * * Distributors * Bulletproof utilizes local distributors to handle all sales throughout *their designated territory. These distributors sell to: * * - Grocery Store Chains * - Gas Stations * - C-Stores * - "Mom & Pop" Markets * - Liquor Stores * * Direct Sales * * Bulletproof handles many accounts directly. These accounts may be in a *region where we currently don't have a distributor or they may be an account *that the local distributor doesn't handle, such as Costco and Sam's Club. * * - Our direct sales group sold over 1100 new accounts during a 10 month time * period in 2013. * - We are currently working with both Costco and Sam's Club to participate * in road-shows throughout their stores. * * On Premise Sales * * These are direct bars/restaurant sales. Many of the local distributors *don't handle these types of customers. This is a huge market segment that *currently only has one energy drink, Red Bull who for the most part owns this *customer *category. The beverage industry estimates that Red Bull does over *50 million annually through this market segment in the state of California. * * - Bulletproof is placing and hiring Brand Managers in key markets that will * exclusively sell, promote and manage bar and restaurant accounts. * - Bulletproof projects over 39 million in sales in this market segment over * the next 3 year time period * * Military Sales * * Our Military sales are the backbone of our business model. Any given *military base can have up to 30 different outlets that sell energy drinks. *Our Brand Managers and our Director of Military Sales will have to make the *initial sale at each and every base. Then these bases are serviced by: * * - Local Distributors who have been authorized to delivery on base * - Military Resale (current Bulletproof broker) * - Nationwide Military distributors * - Dixon Foods (current Bulletproof Broker) * - Ships Afloat Sales Brokers * - DECCA (DECCA exclusively handles the base commissary (grocery) stores * * *Marketing and Advertising Plan * * We use a variety of marketing efforts to build awareness of, and create *demand for, our products. We employ regional and national promotions of our *brands and products through a variety of marketing channels. We build *campaigns for our brands around certain themes to strategically appeal to the *consumers whom we believe will be attracted to our products. These marketing *efforts are enhanced by our internal creative services team, which provides *the ability to collaborate with our brand teams at critical points in the *advertising cycle and leads innovation in marketing through various channels. *Finally, our employees regularly participate in community outreach and *charity and sponsorship work. We believe that our community programs and *partnerships reinforce our brands' values and build strong and lasting *relationships with consumers. * * Bulletproof reaches customers and delivers our message through different *marketing channels; * * - Print Media (billboard, magazine) * - Radio and television * - Coupons * - Co-marketing arrangements * - Social Media and Internet Branding * - Direct marketing (in store demos, street fairs, concerts, shows etc.) * - Sponsorships (professional sports, auto racing, action sports, teams, * musicians, events, etc.) * * 4 YEAR REVENUE AND EXPENSE PROJECTIONS * * Year 1 Year 2 Year 3 Year 4 * (2015) * ----------- ----------- ----------- ----------- * Revenue Revenue Revenue Revenue * $1,519,483 $7,963,690 $30,091,976 $84,215,755 * * Expenses Expenses Expenses Expenses * $1,344,391 $6,158,259 $23,516,602 $58,370,750 * * Net Net Net Net * $175,092 $1,805,431 $6,575,374 $25,845,005 * *Key Milestones * - June 2010 Bulletproof was launched * - December 2010 we received our Navy Contract ( takes most beverages up to * 2 years ) * - January 2012 launch of 16 ounce can size * - September 2012 entered partnership with Fisher House Foundation * - December 2012 launched the new cans with Fisher House logo * - January 2013 we passed our 1200th retailer * - November 2013 we signed a deal with the 129 Raley's, Bel Air and * Nob Hill Foods locations * - December 2013 we were the number 1 Sam's Club Roadshow for the whole U.S. * outselling Red Bull, Monster 8 cases to 1 * - March 2014 we will come out with the first mainstream energy drink with * no preservatives * - March 2014 we signed a deal with Nugget, Food Source and Save Mart * - October 2014 we signed distributors; Morrey Beverage, Valley Beverage, * Capital Beverage * - January 2015 we signed an additional distribution deal * *Our Market Area and Market Opportunity * * We conduct business from our headquarters in El Dorado Hills, California, *United States, approximately 25 miles east of the State's capital. The *overall market area for energy drinks consists of Grocery Stores, Large Box *Stores, Gas Stations, Convenience Stores, Liquor Stores, Casinos, etc. that *are located throughout the world * * - Markets and Markets have projected the global sports and energy *drinks market to reach $52 billion by 2016. The report states that sales of *sport and energy drinks surpassed $40 billion in 2010 and estimates that the *category would grow at a compound annual growth rate of three percent each *year! * - While North America and the Asia Pacific region encompass the largest *share of the market, the report indicated that European consumption of sports *and energy drinks is expected to grow at a rapid pace within the next five *years. * - The report also indicated that the sports and energy drinks category will *continue to penetrate new and untapped markets such as senior citizens. * * *Market and Markets is a beverage industry market research firm. * * *Our Market Expansion Timeline * * Bulletproof has an aggressive expansion plan in order to completely cover *the entire United States within 3 years. This is a projected plan of attack. *There remain possibilities of "jumping" territories based on distributor *interest and marketing opportunities. * * 2015 * Q1 California and Nevada * Q2 Pacific Northwest Region; * Oregon, Washington, Alaska, Idaho, Hawaii * Q3 Southwest Region; * New Mexico, Arizona, Utah, Texas * Q4 Mountain Region; * Montana, Wyoming, North Dakota, South Dakota * 2016 * Q1 Rocky Mountain Region; * Colorado, Nebraska, Oklahoma, Kansas * Q2 Mid-West Region; * Missouri, Illinois, Minnesota, Wisconsin, Iowa * Q3 South Region * Arkansas, Louisiana, Tennessee, Kentucky, Mississippi, Alabama * Q3 Mid-East Region * Michigan, Indiana, Ohio, West Virginia * 2017 * Q1 South East Region * Georgia, Florida, South Carolina, North Carolina, Virginia * Q2 East Region * Maryland, Delaware, Pennsylvania, New Jersey, New York * Q3 North East Region * Connecticut, Rhode Island, Massachusetts, New Hampshire, Vermont, * Maine * *Critical Accounting Policies and Estimates * * Our discussion and analysis of our financial condition and results of *operations are based upon our financial statements, which have been prepared *in accordance with GAAP. GAAP require us to make estimates and judgments that *affect the reported amounts of assets, liabilities, revenue and expenses, cash *flow and related disclosure of contingent assets and liabilities. We base our *estimates on historical experience and on various other assumptions that we *believe to be reasonable under the circumstances. Actual results may differ *from these estimates. Our future financial statements will be affected to the *extent that our actual results materially differ from these estimates. * *Quantitative and Qualitative Disclosures about Market Risk * *Commodity Price Fluctuations * * We are exposed to commodity price fluctuations, including for sugar, *stevia, and other commodities used in the manufacturing, packaging, and *distribution of our products. To secure adequate supplies of materials and *bring greater stability to the cost of ingredients and their related *manufacturing, packaging, and distribution we routinely enter into forward *purchase contracts and other purchase arrangements with suppliers. Under the *forward purchase contracts, we commit to purchasing agreed-upon quantities of *ingredients and commodities at agreed-upon prices at specified future dates. *The outstanding purchase commitment for these commodities at any point in *time typically ranges from one month's to one year's anticipated requirements, *depending on the ingredient or commodity. These contracts are considered *normal purchases. * * Although we may utilize forward purchase contracts and other instruments to *mitigate the risks related to commodity price fluctuations, such strategies do *not fully mitigate commodity price risk. Adverse movements in commodity prices *over the terms of the contracts or instruments could decrease the economic *benefits we derive from these strategies. * * Following the completion of this offering, we intend to utilize commodity *forward purchase contracts and supplier pricing agreements to hedge the risk *of adverse movements in commodity prices for limited time periods for certain *commodities. * *Competition * * We operate in a highly competitive environment and face competition in our *product category. We have numerous competitors of varying sizes, including *manufacturers of private label products, as well as manufacturers of other *branded beverage products, which compete for trade merchandising support and *consumer dollars. We compete with large energy drink companies such as *Monster, Red Bull and RockStar. We also compete with natural and organic *consumer packaged foods companies such as Guru. * * Competitive factors in our industry include product quality and taste, *brand awareness and loyalty, product variety and ingredients, interesting or *unique product names, product packaging and package design, shelf space, *reputation, price, advertising, promotional efforts, and nutritional claims. *We believe that we currently compete effectively with respect to each of *these factors. * *Corporate Responsibility * * We are committed to operating our business in an ethical, environmentally *sustainable, and socially responsible manner. In North America, our *environmental efforts include setting clear goals against base years for the *reduction of greenhouse gas emissions, water use, and waste. * * Our mission is to grow Bulletproof Energy Drinks into a profitable *worldwide all-natural energy drink beverage company focused on helping our *military families. Through our partnership with Fisher House foundation, we *contribute 5 cents of every can sold to help military families. We believe *that this focus is critical for the creation of long-term value. * *Government Regulation * *Food-Related Regulations * * As a manufacturer and distributor of beverage products, we are subject to a *number of beverage-related regulations, including the Federal Food, Drug and *Cosmetic Act and regulations promulgated thereunder by the FDA. This *comprehensive regulatory framework governs the manufacture (including *composition and ingredients), labelling, packaging, and safety of food in the *United States. * *Labelling Regulations * * We are subject to various labelling requirements with respect to our *products at the federal, state, and local levels. We believe we are in *material compliance with all labelling laws and regulations applicable to our *business. * *Legal Proceedings * * We have not been involved in any legal proceedings, however from time to *time, we may be involved in litigation relating to claims arising out of our *operations in the normal course of business. Although the results of these *lawsuits, claims, and proceedings in which we may become involved cannot be *predicted with certainty, we do not believe that the final outcome of any of *these matters will have a material adverse effect on our business, financial *condition, or results of operations. * * MANAGEMENT * * Executive Officers and Directors * *The following table sets forth the name, age, and position of each of our *executive officers and directors as of April 2, 2015: * * Name Age Position * ---------------- --- --------------------------------------------------- * Robert S Dohlke 44 Chairman of the Board of Directors and Chief * Executive Officer * Tom Hanighen 55 Vice President of Sales * Larry Elliott 61 Director * Matt Mascara 38 Director * Robert W Dohlke 72 Director, Father to the CEO * James Durham 53 Director * David Hanighen 55 Director, Brother to the Vice President * * Robert S. Dohlke, - Robert S Dohlke has served as our Chief Executive *Officer and as Chairman of our board of directors since July 1 2011. Robert S *Dohlke's current term as an elected director will expire in 2016. Upon the *completion of this offering, Mr. Dohlke intends to remain as the Chief *Executive Officer and Chairman of the Board of Bulletproof Brands Co Inc. *Mr. Dohlke is uniquely qualified to serve as our Chairman and Chief Executive *Officer. As the founder and Chairman of the Board of Bulletproof Brands Co *Inc., he has been the principal architect of our Company's business platforms. *Thus, he has unmatched experience with our Company's business and a deep *knowledge of the beverage industry. * * Tom Hanighen, - Tom Hanighen has served as our Vice-President since April *1, 2014. Mr. Hanighen's current term will expire in 2016. Upon completion of *this offering, Mr. Hanighen intends to remain as the Vice-President. Mr. *Hanighen has over 25 years sales experience with a strong emphasis on cold *calling in order to create leads In addition, he has over 15 years sales *management position with responsibilities overseeing over 20 salespeople. Mr. *Hanighen has a complete understanding of sales quotas and creative thinking *in order to achieve pre-determined goals. In addition to his duties at *Bulletproof, Mr. Hanighen is also the Vice-President. of Sales for Flash Line *Electronics. * * Robert W. Dohlke * - 20 year Air Force veteran with over 900 combat missions & recipient * of the Distinguished Flying Cross-with Valor award. * - Flew C-123 and C-141 aircraft during his Air Force career. After his * 20 year service, Bob worked with a Military Distribution company with * such products as Canadian Water, Lee Jeans and many other brand names. * - Bob's knowledge and contacts have helped Bulletproof land worldwide * contract with the Navy and Marine Corps. * * James Durham * - CEO, owner and founder of Durham Fence Co Inc. for over 33 years * - Brings 33 years' experience in Marketing and Finance and a complete * understanding of dealing with consumers and suppliers * - Possesses an innate ability to lead diverse personnel * * Larry Elliott * - Account Executive for 17 years with a major radio station calling on * over 3000 businesses - mostly retail, including grocery chains and * independents. * - Worked directly with buyers and store managers with POP materials, * radio remotes, radio promotions and scripts. * - Promoted both food products as well as beverages. Worked with an * Advertising agency for 18 years handling 150 retail outlets in * Northern California and Nevada. Responsible for media buying, * production of radio and television commercials as well as putting * together remotes and promotions. Also worked with co-op vendors in * placing products in the stores, end aisle displays, and in helping to * increase sales of stores and products. * * David Hanighen * - Over 25 years of comprehensive senior management experience in the * financial services industry * - Cross-disciplinary education, training and experience in Financial, * Accounting and Information Systems disciplines. * - Currently employed as Chief Information Officer for a $1B community * bank. * - Previously employed in senior financial and IT leadership positions * for both Credit Unions and Banks including Bank of America, IndyMac * Bank and Schools First Federal Credit Union. * - Significant Board of Director interaction as a member of executive * management * - Current and previous participant on several industry advisory boards * and councils * * Matthew Mascara * - CEO and Co-Founder of Cal-EnviroSafe, LLC (CES). CES is the holding * company for CES Cleaning Contractors, CES Farm Labor, and ChemStation * of Northern California. * - Over 15 years of executive management experience in the chemical * manufacturing and contract employment industries. * - Extensive training and education in Organizational Leadership and * Franchise Relations * - Advises and helps direct 2 startup companies in the health care and * tech industries. * - Currently serves on several for profit and nonprofit Boards of * Directors. * *Composition of Our Board of Directors * * Our business and affairs are managed under the direction of our board of *directors. We currently have seven directors. Our directors will have *discretion to increase or decrease the size of the board of directors. Our *directors currently have a one year term with the potential to remain on the *board of directors per common stock voting. * * Our common shareholders are entitled generally to vote on the election of *directors at any annual or special meeting of stockholders, directors may be *removed from office at any time, but only for cause and only by the *affirmative vote of the holders of shares representing at least a majority of *the votes that would be entitled to be cast on such matter by the then- *outstanding shares of our capital stock. * * Currently, our Chief Executive Officer and Chairman of the Board, Mr. *Dohlke, our Vice-President Mr. Tom Hanighen and Mr. Robert W. Dohlke are *employed by Bulletproof Brands Co Inc., and, therefore, are not considered to *be an independent director, under SEC governance standards. Our board of *directors has determined that Mr. David Hanighen, Mr. Durham, and Mr. Mascara *are independent directors under SEC governance standards and Exchange Act Rule *10A-3. * *Other Committees * * Because the board of directors of Bulletproof Brands Co Inc. will hold the *voting power of the Company's outstanding class B common stock following this *offering, we will be a "controlled company" for purposes of the SEC rules. *Accordingly, we do not currently intend to establish a separate compensation *or nominating and corporate governance committee, and our board of directors' *compensation, nominating, and corporate governance functions will be managed *by our independent directors until we cease to be a "controlled company," or *we determine to do otherwise. * *Compensation Committee Interlocks and Insider Participation * * We do not expect to have a compensation committee upon completion of this *offering, and our independent directors will perform the functions of a *compensation committee. None of our executive officers serves as a member of *the board of directors or compensation committee of any entity that has one or *more executive officers serving on our board of directors or compensation *committee. No interlocking relationships exist between any member of our board *of directors and any member of the compensation committee of any other *company. * *Director Compensation * * At the time of filing the registration statement, we intend to not provide *compensation to our non-employee directors. Although, We reserve the right to *have the board of directors implement a director compensation program at such *a time needed for us to attract and retain high-quality directors, provide *them with compensation at a level that is consistent with our objectives and *competitive with market levels of director compensation, and encourage their *ownership of our stock to further align their interests with those of our *stockholders. In addition, our directors who are full-time employees of our *Company will receive no additional compensation for service as a director. * *Corporate Governance * * Our board of directors takes seriously its oversight responsibility with *respect to our Chief Executive Officer and other members of management. We *will expect our board of directors to conduct a thorough self-evaluation on an *annual basis to ensure that it is functioning effectively. A majority of our *directors are independent directors, as defined in the SEC governance *standards. We have a strong and active board of directors that understands our *business intimately and it works very closely with our Chief Executive Officer *and other senior management. * * Our board of directors believes that the combined role of Chairman of the *Board and Chief Executive Officer promotes and facilitates information flow *between management and the board of directors, which is essential to effective *governance. The individual attributes of our current directors, including our *Chairman of the Board and Chief Executive Officer, the effective manner in *which our directors historically have performed their duties as Bulletproof *Brands Co Inc. directors, and the critical need for stability and continuity *of leadership and decision-making necessary, it is our board of directors' *belief that, at this time, there is no need to separate the offices of *Chairman of the Board and Chief Executive Officer. * * Although we do not separate the Chairman of the Board and Chief Executive *Officer roles, the independent members of our board of directors appointed Mr. *David Hanighen to serve as our Lead Director. Mr. David Hanighen's duties as *our Lead Director are defined in the corporate governance principles that we *have adopted. Our board of directors believes the combined role of Chairman of *the Board and Chief Executive Officer, together with a Lead Director, is in *the best interest of stockholders because it provides the appropriate balance *between development and execution of the Company's short- and long-term *strategies and independent oversight of management. * *Risk Oversight * * Our board of directors, as a whole, will be responsible for the oversight *of risk, while our management will be responsible for the day-to-day *management of risk. Our board of directors, directly and other board *committees that may be established, will carry out its oversight role by *regularly reviewing and discussing with management the risks inherent in the *operation of our business and applicable risk mitigation efforts. Management *will meet regularly to discuss our business strategies, challenges, risks, *and opportunities and will review those items with the board of directors at *regularly scheduled meetings. * *Code of Ethics * Our board of directors has adopted a code of ethics, which will become *effective upon completion of this offering that establishes the standards of *ethical conduct applicable to all of our directors, officers, and employees. *The code of ethics addresses, among other things, competition and fair *dealing, conflicts of interest, financial matters, external reporting, company *funds and assets, confidentiality, corporate opportunity, and the process for *reporting violations of the code of ethics, employee misconduct, conflicts of *interest, and other violations of our corporate policies. Any waiver of our *code of ethics with respect to our executive officers and directors may only *be authorized by our board of directors or the audit committee. * * Our code of ethics is publicly available on our website at *www.bulletproofenergy.com, and we intend to disclose future amendments to *certain provisions of our code of ethics or waivers of these provisions on our *website or in filings under the Exchange Act. * * EXECUTIVE COMPENSATION * *Introduction * * The board of directors will be primarily responsible for determining the *compensation strategy for Bulletproof's executive compensation based on *specific elements. * * Elements of Compensation * - base salary; * - Annual bonus based on sales objectives; * - an executive retention plan * *Agreements with Named Executive Officers * * Bulletproof Brands will enter into agreements with certain of our Named *Executive Officers that have governed the respective terms of their *employment. Such letter agreements generally state the executive's base *salary, signing bonus, if any, and any other benefits, such as relocation *benefits, COBRA reimbursement, and possible Severance Plan. * *Benchmark Comparison Group for Executive Compensation Purposes * * In order to ensure that it is able to attract and retain the highest *caliber management team, Bulletproof Brands analyzes its total compensation *to ensure that it is comparable to that offered by competitors for its *management talent. To facilitate this comparison, it uses a group of peer *companies as its benchmark, set forth below: * * - Monster Energy * - Red Bull * - Rockstar Energy * * The criteria considered in selecting peer companies include the following: * - Size, as measured by revenue, * - Industry category * - Competition for sources of talent, including companies or sectors * where Bulletproof Brands has either gained or lost executive talent. * *Compensation Methodology * * To ensure that management's interests are aligned with those of *Bulletproof's stockholders and to motivate and reward individual initiative *and effort, Bulletproof's executive compensation program will emphasize a *pay-for-performance compensation philosophy so that attainment of *enterprise-wide, business unit and individual performance goals are rewarded. *Through the use of performance-based plans that emphasize attainment of *enterprise-wide and/or business unit goals, Bulletproof Brands seeks to foster *teamwork and commitment to performance. The use of tools, such as equity *ownership and long-term incentive compensation programs, is important to *ensure that the efforts of management are consistent with the objectives of *Bulletproof's stockholders. * *Bulletproof's compensation philosophy will be to compensate our Named *Executive Officers and other key employees at the following approximate *percentile ranges: * * Base Salary 60th percentile * * Total Cash Compensation 50th percentile * (Base Salary + any bonuses) * *Generally, this approach assures that if the performance metrics and *individual goals are met at the target level, the participant would be paid *total direct compensation at or near the 50th-60th percentile for his or her *position relative to many of its peer companies. * *Compensation of the Chief Executive Officer * At the beginning of each year, the board of directors will establish *specific objectives for Robert Dohlke, our Chairman of the Board and Chief *Executive Officer and the Chairman and Chief Executive Officer of Bulletproof *Brands, for the upcoming year. In January of the following year, Mr. Dohlke *will prepare a self-assessment of his performance for the previous year and *send it to the Board of Directors via the Lead Director of the Bulletproof *Brands board of directors. The board of directors review the self-assessment *and evaluate Mr. Dohlke's achievement of performance objectives for the prior *year, including an assessment of his individual objectives, and they *establish his performance rating and individual payout factor. * * When considering Mr. Dohlke's compensation, the board of directors compares *total compensation to that of each Chief Executive Officer from related *competitors. The board of directors uses this information when determining Mr. *Dohlke's compensation. * * The difference between Mr. Dohlke's compensation and the compensation of *our other Named Executive Officers reflects the significant difference in *their responsibilities. In many public companies, the Chief Executive *Officer's compensation is much higher than that of other executive officers. *Mr. Dohlke is directly responsible for driving the strategy of Bulletproof *Brands, and for ensuring that the strategy is fully executed. In addition, *Mr. Dohlke is directly responsible for selecting, retaining, managing, and *developing the executive team that will develop and execute corporate *strategy. * *Tax Deductibility Policy * * The United States income tax laws generally limit the deductibility of *compensation paid to certain Named Executive Officers to $1 million per year. *An exception to this general rule exists, in Section 162(m) of the Code, for *performance-based compensation that meets certain IRS requirements. *Bulletproof Brands has sought and received approval from its stockholders to *grant performance-based awards that would, and has granted certain long-term *incentive awards that should, qualify for the exception from this deduction *limit. As and when appropriate in light of its business objectives, *Bulletproof Brands intends to design incentive compensation awards and *programs in a manner that satisfies the conditions to this performance-based *exception to the otherwise * *applicable deduction limits. Although deductibility of compensation is *preferred, tax deductibility is not a primary objective of Bulletproof Brands' *compensation programs. Bulletproof Brands believes it is important to retain *the flexibility to compensate executive officers competitively, and will *continue to monitor its compensation practices and consider additional *opportunities to take advantage of the exemption in Section 162(m) of the *Code when it believes it is in the best interests of Bulletproof Brands and *its stockholders. * *Employment Agreements with our Named Executive Officers * * Prior to the closing of this offering, we expect to enter into an *employment agreement with each of our executive officers, including *Mr. Robert S. Dohlke, Mr. Tom Hanighen and Mr. Robert W. Dohlke that will *become effective upon the closing of this offering. Each of these agreements *will be void if we fail to complete this offering on or before December 31, *2015. Each of these employment agreements will have an initial term of three *years from the closing of this offering, and will automatically renew at the *end of its then-current term for successive one-year periods, unless and *until we or the executive officer provides a notice of non-renewal at least *30 days prior to the expiration of the agreement's then- current term. * *Each employment agreement will also contain several covenants provided by the *officer for our benefit. Each officer will agree not to compete with our *business or to solicit our employees for hire during his or her employment and *during the one-year period following termination of employment. Each officer *is also required to maintain the confidentiality of our confidential *information and to return all company property upon the cessation of *employment. * *In connection with this offering, we expect to enter into an employment *agreement with Mr. Robert S. Dohlke, as described above. *In connection with this offering, we expect to enter into an employment *agreement with Mr. Tom Hanighen, as described above. *In connection with this offering, we expect to enter into an employment *agreement with Mr. Robert W. Dohlke, as described above. * *Performance Shares * * Our independent directors may grant awards of performance class B shares *based upon the achievement of specified performance objectives or the *occurrence of other events, as determined by the independent directors in *their discretion. The independent directors have the authority to determine *other terms and conditions of the performance shares and performance units, *including conditioning payment on the participant's completing a minimum *period of service. * * Our independent directors may establish performance goals applicable to any *award, including performance shares. When establishing a performance goal, the *independent directors will determine the performance period over which *performance against the goal will be measured and the amount of cash or number *or value of shares of Class B common stock that may be earned based on the *level of the performance goal achieved. Additional provisions that relate to *the setting of the performance goal, certifying achievement of performance *against the goal and the amount earned, and exercising negative discretion to *reduce the amount earned and that apply to awards made to executive officers *are intended to meet the tax deductibility rules for "performance-based" *compensation under Section 162(m) of the Code. * * Unless otherwise determined by the independent directors or provided in an *employment or individual severance agreement, if a participant's service is *terminated by reason of death, disability, or retirement during the *performance period, but at least one year into the performance period, the *participant will be entitled to a distribution of the same number of *performance shares, as well as the value of performance units (without *proration) that would have been payable for the performance period had his *service continued until the end of the performance period. If a participant's *service is terminated for any other reason, performance shares, relating to *the relevant performance period will be immediately forfeited and cancelled *(unless otherwise determined by the independent directors or provided in an *employment or individual severance agreement), and, in any event, all such *performance awards, performance shares, and the value of performance units *will be immediately forfeited and cancelled upon termination of service for *cause. * * If performance shares are granted, those Class B common shares convert into *Class A common shares with the appropriate voting rights. * *Amendment and Termination * * Our board of directors may terminate or suspend the performance program at *any time, and from time to time may amend or modify the program with the *approval by a majority vote of current board members. * * PRINCIPAL STOCKHOLDERS * * The following table sets forth information with respect to the beneficial *ownership of our common stock, as of April 2, 2015, after giving effect to the *Pro forma Transactions (in the case of the "Before offering" columns, other *than the sale of the shares of our Class A common stock in this offering and *the receipt and application of the net proceeds in connection therewith) by: * * - each person, or group of affiliated persons, who is known to us to have * any class of shares of Bulletproof Brands * * The columns entitled "Percentage of shares beneficially owned-before *offering" are based on 24,793,600 shares of our Class A common stock and *272,160 shares of our Class B common stock outstanding as of April 2, 2015. *The columns entitled "Percentage of shares beneficially owned-After offering" *are based on a total of shares of our Class A common stock and 272,160 *shares of our Class B common stock to be outstanding after this offering, *including 15,000,000 shares of our Class A common stock that we are selling *in this offering. * * Beneficial ownership is determined in accordance with the rules and *regulations of the SEC and includes voting or investment power with respect to *our common stock. Except as otherwise noted, the persons and entities in this *table have sole voting and investing power with respect to all of the shares *of our common stock beneficially owned by them, subject to community property *laws where applicable. Except as otherwise set forth below, the address of the *beneficial owner is c/o Bulletproof Brands Co Inc., 1704 Halifax Way, *El Dorado Hills, CA 95762. * * The following table sets forth information with respect to the beneficial *ownership of Bulletproof Brands common Class A and common Class B Shares as of *April 2, 2015. * * *
* | Percentage of shares of | | Percentage of shares of * | Class A | | Class B * | common stock | | common stock * Number of shares of | beneficially owned | Number of shares of | beneficially owned * Class A | ----------------------- | Class B | ------------------------ * common stock | Before | After | Common stock | Before | After * beneficially owned | Offering | Offering | beneficially owned | Offering | Offering *-------------------------------------------------------------------------------------------------------------------- * *Stockholders: *Bulletproof Brands Co Inc. 5,720,000 23.1% 0.0% 272,160 100 .0% 100.0% *Randy Weil 4,800,000 19.4% 0.0% 0 0.0% 0.0% *Jeff B 4,000,000 16.1% 16.1% 0 0.0% 0.0% *Rob Dohlke 4,000,000 16.1% 12.1% 0 0.0% 0.0% *Tom Hanighen 2,000,000 8.1% 8.1% 0 0.0% 0.0% *Mike Carroll 1,920,000 7.7% 0.0% 0 0.0% 0.0% *Bob Dolhke 1,400,000 5.6% 2.8% 0 0.0% 0.0% *Brian Havilla 400,000 1.6% 0.0% 0 0.0% 0.0% *Tiler Meyer 200,000 0.8% 0.0% 0 0.0% 0.0% *Susan Dungee 120,000 0.5% 0.0% 0 0.0% 0.0% *Philip Sutton 100,000 0.4% 0.0% 0 0.0% 0.0% *Cesar Carozzi 80,000 0.3% 0.3% 0 0.0% 0.0% *Richard Scharnott 40,000 0.2% 0.0% 0 0.0% 0.0% *John Hanighen 13,600 0.1% 0.1% 0 0.0% 0.0% *-------------------------------------------------------------------------------------------------------------------- * 24,793,600 100.0% 39.5% 272,160 100.0% 100.0% *
* *The following table sets forth information with respect to the beneficial *ownership of Bulletproof Brands preferred stock Class P as of April 2, 2015. * * * | Percentage of shares of | * | Class P | * | common stock | * Number of shares of | beneficially owned | * Class P | ----------------------- | * common stock | Before | After | * beneficially owned | Offering | Offering | *------------------------------------------------------------------------------ * Stockholders: * Randy Weil 4,800,000 20.9% 20.9% * Tiler Meyer 200,000 0.9% 0.9% * Susan Dungee 366,000 1.6% 1.6% * Philip Sutton 100,000 0.4% 0.4% * Richard Scharnott 80,000 0.3% 0.3% * Larry Elliot 3,704,000 16.2% 16.2% * Jim Durham 3,516,000 15.3% 15.3% * Dan Belchar 2,242,000 9.8% 9.8% * Dan Riley 1,000,000 4.4% 4.4% * CES Holdings 960,000 4.2% 4.2% * Phil Bodine 880,000 3.8% 3.8% * Kurt Dungee 624,000 2.7% 2.7% * Robert Ferry 600,000 2.6% 2.6% * Matt Mascara 500,000 2.2% 2.2% * Tom Carson 500,000 2.2% 2.2% * Stuart Nemy 403,440 1.8% 1.8% * Dean Goold 380,000 1.7% 1.7% * Roy Akber 280,000 1.2% 1.2% * Tony Rini 280,000 1.2% 1.2% * Shiva Dantu 278,800 1.2% 1.2% * Blain Bibb 240,000 1.0% 1.0% * Peter Lasky 200,000 0.9% 0.9% * Steve Connell 200,000 0.9% 0.9% * Barb Smart 120,000 0.5% 0.5% * Jim Shoughro 120,000 0.5% 0.5% * John Gillin Jr. 80,000 0.3% 0.3% * Dave Hanighen 60,000 0.3% 0.3% * Alvin Steinberg Living Trust 40,000 0.2% 0.2% * Thalia Routsis 40,000 0.2% 0.2% * Sondra Foxx Revocable Trust 40,000 0.2% 0.2% * Barry Prater 40,000 0.2% 0.2% * Most LLC 40,000 0.2% 0.2% * Chris Bloch 20,000 0.1% 0.1% *------------------------------------------------------------------------------ * 22,934,240 100% 100.0% * * Except as otherwise noted, the persons and entities in this table do not *have voting and investing power with respect to all of the shares of *Bulletproof Brands preferred stock beneficially owned by them, subject to *community property laws where applicable. Except as otherwise set forth *below, the address of the beneficial owner is c/o Bulletproof Brands Co Inc., *1704 Halifax Way, El Dorado Hills, CA 95762. * *Consent to use of material incorporated by reference * * There is no consent needed due to the fact that this is a new filing and *offering. There is no other material to reference outside of that which is *included and delivered in this prospectus. * * The public may read and copy any materials Bulletproof Brands Co Inc. files *with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., *Washington, DC 20549. The public may obtain information on the operation of *the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, *the SEC maintains an Internet site that contains reports, proxy and *information statements, and other information regarding issuers that file *electronically with the SEC. The address of that site is: *(http://www.sec.gov). Furthermore, this same information can also be found on *the Bulletproof Brands Co Inc. company website under the link "Investors". The *address of that sire is: (http://www.bulletproofenergy.com) * *Disclosure of Commission Position on Indemnification for Securities Act *Liabilities * * Insofar as indemnification for liabilities arising under the Securities *Act of 1933 may be permitted to directors, officers or persons controlling the *registrant pursuant to the foregoing provisions, the registrant has been *informed that in the opinion of the Securities and Exchange Commission such *indemnification is against public policy as expressed in the Act and is *therefore unenforceable. * * In the event that a claim for indemnification against such liabilities *(other than the payment by the registrant of expenses incurred or paid by a *director, officer or controlling person of the registrant in the successful *defense of any action, suit or proceeding) is asserted by such director, *officer or controlling person in connection with the securities being *registered, the registrant will, unless in the opinion of its counsel the *matter has been settled by controlling precedent, submit to a court of *appropriate jurisdiction the question whether such indemnification by it is *against public policy as expressed in the Act and will be governed by the *final adjudication of such issue. * *Reports to security holders * * We are not required to deliver an annual report to security holders. We *will however, voluntarily send an annual report including audited financial *statements when requested. We also file annual reports including financial *statements with the Securities and Exchange Commission. The public may read *and copy any materials we file with the Commission at the SEC's Public *Reference Room at 100 F Street, NE., Washington, DC 20549, on official *business days during the hours of 10 a.m. to 3 p.m. The public may obtain *information on the operation of the Public Reference Room by calling the *Commission at 1-800-SEC-0330. The Commission maintains an Internet site that *contains reports, proxy and information statements, and other information *regarding issuers that file electronically with the Commission and state the *address of that site (http://www.sec.gov). In addition, all copies of reports *are readily available on our website located at: *http://www.bulletproofenergy.com. * * *PART III - EXHIBITS * *Index to Exhibits * *(2) By-laws of Bulletproof Energy Co Inc. Page 40 * *(15) Certificate of Amendment of Articles of Incorporation of * Bulletproof Brands Co Inc. Page 51 * * BYLAWS of * Bulletproof Brands Co Inc. * *Part A. Board of Directors * *1. Subject to California state law and the articles of incorporation, the *business and affairs of this corporation shall be managed by and all *corporate powers shall be exercised by or under the direction of the *board of directors. * * *2. Each director shall exercise such powers and otherwise perform such *duties in good faith and in the manner provided for by law. * * *3. This corporation shall have 7 directors. This number may be changed *by amendment of the bylaws, adopted by the vote or written consent *of a majority of shareholders entitled to vote. The term "board of *directors" as used in these bylaws means the number of directors *authorized in this paragraph, even if that number is one. * * *4. Directors shall be elected at each annual meeting of the shareholders *to hold office until the next annual meeting, subject to any rights of *shareholders outlined in any shareholder's agreement. Each director, *including a director elected to fill a vacancy, shall hold office until *expiration of the term for which elected and until a successor has *been elected and qualified. * * *5. Vacancies in the board of directors may be filled by a majority of the *remaining directors, though less than a quorum, or by a sole *remaining director. Each director so elected shall hold office until the *next annual meeting of the shareholders and until a successor has *been elected and qualified. * * *6. A vacancy in the board of directors shall be deemed to exist in the *event of the death, resignation, or removal of any director, or if the *shareholders fail, at any meeting of the shareholders at which any *directors are elected, to elect the full number of authorized directors. *The shareholders may elect a director or directors to fill any vacancy *or vacancies not filled by the directors, but any such election by *written consent shall require a consent of a majority of the *outstanding shares entitled to vote. Any director may resign effective *upon giving written notice to the President or the Secretary, unless *the notice specifies a later time for that resignation to become *effective. If the resignation of a director is effective at a future time, *the shareholders may elect a successor to take office when the *resignation becomes effective. No reduction of the authorized *number of directors shall have the effect of removing any director *before the director's term of office expires. * * *7. The entire board of directors or any individual director named may be *removed from office as provided by state law. In such a case, the *shareholder(s) may elect a successor director to fill such vacancy for *the remaining unexpired term of the director so removed. * * *8. Regular meetings of the board of directors shall be held at any place *within or without the state that has been designated from time to *time by resolution of the board. In the absence of such resolution, *regular meetings shall be held at the principal executive office of the *corporation. Special meetings of the board shall be held at any place *within or without the state that has been designated in the notice of *the meeting or, if not stated in the notice or there is no notice, at the *principal executive office of the corporation. Any meeting, regular or *special, may be held by conference telephone or similar *communication equipment, so long as all directors participating in *such meeting can hear one another, and all such directors shall be *deemed to have been present in person at such meeting. * *9. Immediately following each annual meeting of shareholders, the *board of directors shall hold a regular meeting for the purpose of *organization, the election of officers, and the transaction of other *business. Notice of this meeting shall not be required. Minutes of any *meeting of the board, or any committee of the board, shall be *maintained by the Secretary or other officer designated for that *purpose. * * *10. Other regular meetings of the board of directors shall be held without *call at such time as shall from time to time be fixed by the board of *directors. Such regular meetings may be held without notice, provided *the time and place of such meetings has been fixed by the board of *directors, and further provided the notice of any change in the time of *such meeting shall be given to all the directors. Notice of a change in *the determination of the time shall be given to each director in the *same manner as notice for special meetings of the board of directors. *If said day falls upon a holiday, such meetings shall be held on the *next succeeding day thereafter. * * *11. Special meetings of the board of directors for any purpose or *purposes may be called at any time by the Chairman of the Board or *the President or any Vice President or the Secretary or any two *directors. * * *12. Notice of the time and place for special meetings shall be delivered *personally or by telephone to each director or sent by first class mail *or telegram, charges prepaid, addressed to each director at his or her *address as it is shown in the records of the corporation. In case such *notice is mailed, it shall be deposited in the United States mail at least *ten (10) days prior to the time of holding of the meeting. In case such *notice is delivered personally or by telephone or telegram, it shall be *delivered personally or by telephone or to the telegram company at *least forty-eight (48) hours prior to the time of the holding of the *meeting. Any oral notice given personally or by telephone may be *communicated either to the director or to a person at the office of the *director who the person giving the notice has reason to believe will *promptly communicate it to the director. The notice need not specify *the purpose of the meeting nor the place, if the meeting is to be held *at the principal executive of the corporation. * * *13. The transactions of any meeting of the board of directors, however *called, noticed, or wherever held, shall be as valid as though had at a *meeting duly held after the regular call and notice if a quorum be *present and if, either before or after the meeting, each of the *directors not present signs a written waiver of notice, a consent to *holding the meeting, or an approval of the minutes thereof. Waiver of *notices or consents need not specify the purpose of the meeting. All *such waivers, consents, and approvals shall be filed with the *corporate records or made part of the minutes of the meeting. Notice *of a meeting shall also be deemed given to any director who attends *the meeting without protesting, prior thereto or at its *commencement, the lack of notice to such director. A majority of the *authorized number of directors shall constitute a quorum for the *transaction of business, except to adjourn as otherwise provided in *these bylaws. Every act or decision done or made by a majority of the *directors present at a meeting duly held at which a quorum was *present shall be regarded as the act of the board of directors. * * *14. A majority of the directors present, whether or not constituting a *quorum, may adjourn any meeting to another time and place. * * *15. Notice of the time and place of the holding of an adjourned meeting *need not be given, unless the meeting is adjourned for more than *twenty-four (24) hours, in which case notice of such time and place *shall be given prior to the time of the adjourned meeting to the *directors who were not present at the time of said meeting. * *16. Any action required or permitted to be taken by the board of directors *may be taken without a meeting with the same force and effect as if *taken by unanimous vote of directors, if authorized by a consent in *writing signed individually or collectively by all members of the board. *Such consent shall be filed with the regular minutes of the board. * * *17. Directors and members of a directors' committee may receive such *compensation and such reimbursement of expenses as may be fixed *or determined by resolution of the board of directors. Nothing herein *contained shall be construed to preclude any director from serving *the corporation in any other capacity as an officer, employee, or *otherwise and receiving compensation for such services. * * *18. Committees of the board may be appointed by resolution passed by a *majority of the whole board. Committees shall be composed of two *(2) or more members of the board and shall have such powers of the *board as may be expressly delegated to them by resolution of the *board of directors. The board may designate one (1) or more directors *as alternate members of any committee, who may replace any absent *member at any meeting of the committee. Committees shall have *such powers of the board of directors as may be expressly delegated *to it by resolution of the board of directors. * * *19. The board of directors from time to time may elect one (1) or more *persons to be advisory directors, who shall not by such appointment *be members of the board of directors. Advisory directors shall be *available from time to time to perform special assignments specified *by the President, to attend meetings of the board of directors upon *invitation and to furnish consultation to the board. The period during *which the title shall be held may be prescribed by the board of *directors. If no period is prescribed, the title shall be held at the *pleasure of the board. * * *Part B. Officers * * *20. The principal officers of the corporation shall be a President, a *Secretary, and a Chief Financial Officer who may also be called *Treasurer. The corporation may also have, at the discretion of the *board of directors, one or more Vice Presidents, one or more *Assistant Secretaries, and such other officers as may be appointed in *accordance with paragraph 22 of these bylaws. One person may hold *two or more offices. * * *21. The principal officers of the corporation, except such officers as may *be appointed in accordance with paragraph 22 of these bylaws, shall *be chosen by the board of directors, and each shall serve at the *pleasure of the board of directors, subject to the rights, if any, of an *officer under any contract of employment. * * *22. The board of directors may empower the President to appoint and *remove such officers (other than the principal officers) as the business *of the corporation may require, each of whom shall hold office for *such period, have such authority, and perform such duties as are *provided in the bylaws or as the board of directors may from time to *time determine. * * *23. Subject to the rights, if any, of an officer under any contract of *employment, any officer may be removed, either with or without *cause, by a majority of the directors at that time in office, at any *regular or special meeting of the board or, excepting the case of an *officer chosen by the board of directors, by any officer upon whom *such power of removal may be conferred by the board of directors. * *24. A vacancy in any office because of death, resignation, removal, *disqualification, or any other cause shall be filled in the manner *prescribed in these bylaws for regular appointments to such office. * * *25. The Chairman of the Board, if an officer be elected, shall, if present, *preside at all meetings of the board of directors and exercise and *perform such other powers and duties as may from time to time be *assigned to him by the board of directors or prescribed by the bylaws. *If there is no President, the Chairman of the Board shall in addition be *the Chief Executive Officer of the corporation and shall have the *powers and duties prescribed in paragraph 26 of these bylaws. * * *26. Subject to such supervisory powers, if any, as may be given by the *board of directors to the Chairman of the Board, if there be such an *officer, the President shall be the Chief Executive Officer of the *corporation and shall, subject to the control of the board of directors, *have general supervision, direction, and control of the business and *the officers of the corporation. He or she shall preside at all the *meetings of the shareholders and, in the absence of the Chairman of *the Board, or if there be none, at all meetings of shareholders and, in *the absence of the Chairman of the Board, or if there be none, at all *meetings of the board of directors. He or she shall have the general *powers and duties of management usually vested in the office of *President of a corporation, shall be ex officio a member of all the *standing committees, including the executive committee, if any, and *shall have such other powers and duties as may be described by the *board of directors or the bylaws. * * *27. In the absence or disability of the President, the Vice Presidents, if *any, in order of their rank as fixed by the board of directors, shall *perform all the duties of the President, and so acting shall have all the *powers of, and be subject to the restriction upon, the President. The *Vice Presidents shall have such other powers and perform such other *duties as from time to time may be prescribed for them respectively *by the board of directors or the bylaws, the President, or the *Chairman of the Board. * * *28. The Secretary shall keep or cause to be kept at the principal executive *office or such other place as the board of directors may order, a book *of minutes of all meetings of directors, committees of directors, and *shareholders, with the time and place of holding, whether regular or *special, and, if special, how authorized, the notice thereof given, the *names of those present at directors and committee meetings, the *number of shares present or represented at shareholders' meetings, *and the proceedings thereof. The Secretary shall keep or cause to be *kept at the principal office or at the office of the corporation's *transfer agent, a share register, or duplicate share register, showing *the names of the shareholders and their addresses; the number of *classes of shares held by each; the number and date of certificates *issued for the same; and the number and date of cancellation of every *certificate surrendered for cancellation. The Secretary shall give or *cause to be given notice of all meetings of the shareholders and of the *board of directors required by the bylaws or by law to be given, shall *keep the seal of the corporation in safe custody, and shall have such *other powers and perform such other duties as may be prescribed by *the board of directors or by the bylaws. * * *29. The Chief Financial Officer shall keep and maintain, or cause to be *kept and maintained, adequate and correct books and records of *accounts of the properties and business transactions of the *corporation, including accounts of its assets, liabilities, receipts, *disbursements, gains, losses, capital, retained earnings, and shares. *The books of account shall at all reasonable times be open to *inspection by any director. The Chief Financial Officer shall deposit all *moneys and other valuables in the name and to the credit of the *corporation with such depositories as may be designated by the board *of directors. He or she shall disburse the funds of the corporation as *may be ordered by the board of directors, shall render to the *President and directors, whenever they request it, an account of all of *his or her transactions as Chief Financial Officer and of the financial *condition of the corporation, and shall have other powers and *perform such other duties as may be prescribed by the board of *directors or the bylaws. * *Part C. Shareholders * *30. Meetings of shareholders shall be held at any place designated by the *board of directors. In the absence of any such designation, *shareholders' meetings shall be held at the principal executive office *of the corporation. * * *31. The annual meeting of the shareholders shall be held on March 1. If *this day be a legal holiday, then the meeting shall be held on the next *succeeding business day, at the same time. At the annual meeting, the *shareholders shall elect a board of directors, report the affairs of the *corporation, and transact such other business as may properly be *brought before the meeting. If the above date is inconvenient, the *annual meeting of shareholders shall be held each year on a date and *at a time designated by the board of directors within twenty (20) days *of the above date upon proper notice to all shareholders. * * *32. A special meeting of the shareholders, for any purpose or purposes *whatsoever, may be called at any time by the board of directors, or by *the Chairman of the board of directors, or by the President, or by one *or more shareholders holding shares in the aggregate entitled to cast *not less than 10% of the votes at any such meeting. If a special *meeting is called by any person or persons other than the board of *directors, the request shall be in writing, specifying the time of such *meeting and the general nature of the business proposed to be *transacted, and shall be delivered personally or sent by registered *mail or by telegraphic or other facsimile transmission to the Chairman *of the board, the President, any Vice President, or the Secretary of the *corporation. The officer receiving such request shall forthwith cause *notice to be given to the shareholders entitled to vote, in accordance *with the provisions of paragraphs 33 and 34 of these bylaws, that a *meeting will be held at the time requested by the person or persons *calling the meeting, not less than thirty-five (35) nor more than sixty *(60) days after the receipt of the request. If the notice is not given *within twenty (20) days after receipt of the request, the person or *persons requesting the meeting may give the notice in the manner *provided in these bylaws. Nothing contained in this paragraph shall be *construed as limiting, fixing, or affecting the time when a meeting of *shareholders called by action of the board of directors may be held. * * *33. Notice of meetings, annual or special, shall be given in writing not less *than ten (10) nor more than sixty (60) days before the date of the *meeting, to shareholders entitled to vote thereat by the Secretary or *the Assistant Secretary, or if there be no such officer, or in the case of *his or her neglect or refusal, by any director or shareholder. Such *notices or any reports shall be given personally or by mail or by other *means of communication as provided by state law, and shall be sent *to each shareholder's address appearing on the books of the *corporation or supplied by him or her to the corporation for the *purposes of notice. Notice of any meeting of shareholders shall *specify the place, date, and hour of the meeting and (i) in the case of *a special meeting, the general nature of the business to be transacted, *and no other business may be transacted, or (ii) in the case of an *annual meeting, those matters which the board of directors, at the *date of the mailing of notice, intends to present for action by the *shareholders. At any meetings where directors are elected, notice *shall include the names of the nominees, if any, intended at the date *of notice to be presented by the management for election. * * *34. The presence in person or by proxy of the holders of a majority of the *shares entitled to vote at any meeting of shareholders shall constitute *a quorum for the transaction of business. The shareholders present at *a duly called or held meeting at which a quorum is present may *continue to do business until adjournment, notwithstanding the *withdrawal of enough shareholders to leave less than a quorum, if any *action taken (other than adjournment) is approved by at least a *majority of the shares required to constitute a quorum. * *35. Any shareholders' meeting, annual or special, whether or not a *quorum is present, may be adjourned from time to time by the vote *of the majority of the shares represented at such meeting, either in *person or by proxy, but in the absence of a quorum, no other business *may be transacted at such meeting. When any meeting of *shareholders, whether annual or special, is adjourned to another time *or place, notice need not be given of the adjourned meeting if the *time and place thereof are announced at a meeting at which the *adjournment is taken, unless a new record date for the adjourned *meeting is fixed, or unless a new record date for the adjourned *meeting is fixed, or unless the adjournment is for more than forty-five *(45) days from the date set for the original meeting, in which case the *board of directors shall set a new record date. Notice of any such *adjourned meeting shall be given to each shareholder of record *entitled to vote at the adjourned meeting in accordance with the *provisions of paragraph 33 of these bylaws. * * *36. The transactions at any meeting of shareholders, whether annual or *special, however called and noticed, and wherever held, shall be as *valid as though had at a meeting duly held after regular call and *notice, if a quorum be present either in person or by proxy, and if, *either before or after the meeting, each person entitled to vote, not *present in person or by proxy, signs a written waiver of notice or a *consent to a holding of the meeting or any approval of the minutes *thereof. All such waivers, consents, or approvals shall be filed with the *corporate records of made a part of the minutes of the meeting. * * *37. A shareholder's attendance at a meeting shall constitute a waiver of *notice of such meeting, except when the shareholder objects at the *beginning of the meeting. * * *38. Any action which may be taken at a meeting of the shareholders may *be taken without a meeting or notice of meeting if authorized by a *consent in writing signed by all of the shareholders entitled to vote at *a meeting for such purpose and filed with the Secretary of the *corporation. * * *39. Unless otherwise provided by state law, any action which may be *taken at any annual or special meeting of shareholders may be taken *without a meeting and without prior notice if a consent in writing *setting forth the action so taken shall be signed by the holders of *outstanding shares having not less than the minimum number of *votes that would be necessary to authorize or take such action at a *meeting at which all shares entitled to vote thereon were present and *voted. * * *40. Unless the consents of all shareholders entitled to vote have been *solicited in writing, prompt notice shall be given of the taking of any *other corporate action approved by shareholders without a meeting *by less than unanimous written consent, to each of those *shareholders entitled to vote who have not consented in writing. * * *41. Only persons in whose names shares entitled to vote stand on the *stock records of the corporation on the day fixed by the board of *directors for the determination of the shareholders of record shall be *entitled to vote at any shareholders' meeting. The board of directors *may fix a time as a record date for the determination of the *shareholders entitled to notice of and to vote at any such meeting, or *entitled to receive any such dividend or distribution or any allotment *of rights or to exercise the rights in respect to any such change, *conversion, or exchange of shares. In such case only shareholders of *record on the date so fixed shall be entitled to notice of and to vote at *such meeting, or to receive such dividends, distribution, or allotment *of rights or to exercise such rights, as the case may be, *notwithstanding a transfer of any share on the books of the company *after any record date fixed as aforesaid. * *42. Every shareholder entitled to vote for directors or on any other *matter shall have the right to do so either in person or by one or more *agents authorized by a proxy validly executed by the shareholder. A *proxy may be executed by written authorization signed, or by *electronic transmission authorized, by the shareholder or the *shareholder's attorney in fact, giving the proxy holder(s) the power to *vote the shareholder's shares. A proxy shall be deemed signed if the *shareholder's name or other authorization is placed on the proxy *(whether by manual signature, typewriting, telegraphic or electronic *transmission, or otherwise) by the shareholder or the shareholder's *attorney in fact. A proxy may also be transmitted orally by telephone *if submitted with information from which it may be determined that *the proxy was authorized by the shareholder or the shareholder's *attorney in fact. A validly executed proxy which does not state that it *is irrevocable shall continue in full force and effect unless revoked by *the person executing it, prior to the vote pursuant thereto, by a *writing delivered to the corporation stating that the proxy is revoked *or by a subsequent proxy executed by or attendance at the meeting *and voting in person by the person executing the proxy; provided, *however, that no such proxy shall be valid after the expiration of *eleven (11) months from the date of such proxy, unless otherwise *provided in the proxy. * * *43. The President, or in the absence of the President, any Vice President *shall call the meeting of the shareholders to order and shall act as *Chairman of the meeting. In the absence of the President and all the *Vice Presidents, shareholders shall appoint a Chairman at such *meeting. The Secretary of the corporation shall act as Secretary of all *meetings of the shareholders, but in the absence of the Secretary at *any meeting of the shareholders, the presiding officer shall appoint *any person to act as such Secretary of the meeting. * * *Part D. Shares * * *44. Certificates for shares shall be of such form and device as the board of *directors may designate and shall state the name of the record holder *of the shares represented thereby; its number and date of issuance; *the number of shares for which it is issued; a statement of the rights, *privileges, preferences, and restrictions, if any; a statement as to the *redemption or conversion, if any; a statement of liens or restrictions *upon transfer or voting, if any; and if the shares be assessable or if *assessments are collectible by personal action, a plain statement of *such facts. * * *45. Upon surrender to the Secretary or transfer agent of the corporation *of a certificate for shares duly endorsed or accompanied by proper *evidence of succession, assignment, or authority to transfer, it shall be *the duty of the corporation to issue a new certificate to the person *entitled thereto, cancel the old certificate, and record the transaction *on its books. * * *46. In order that the corporation may determine the shareholders *entitled to notice of any meeting or to vote or entitled to receive *payment of any dividend or other distribution or allotment of any *rights or entitled to exercise any rights in respect of any lawful action, *the board may fix in advance, a record date, which shall not be more *than sixty (60) nor less than ten (10) days prior to the date of such *meeting nor more than sixty (60) days prior to any other action. If no *record date is fixed: * * a. The record date for determining shareholders entitled to notice of or * to vote at a meeting of shareholders shall be at the close of the * business on the business day next preceding the day on which notice * is given or, if notice is waived, at close of business on the business * day next preceding the day on which the meeting is held. * b. The record date for determining shareholders entitled to give consent * to corporate action in writing without a meeting, when no prior action * by the board is necessary, shall be the day on which the first written * consent is given. * c. The record date for determining shareholders for any other purpose * shall be the close of business on the day on which the board adopts * the resolution relating thereto, or the sixtieth (60th) day prior to the * date of such other action, whichever is later. * *Part E. Miscellaneous Matters * * *47. The corporation may at its option, to the maximum extent permitted *by law and by the articles, indemnify each of its agents against *expenses, judgments, fines, settlements, and other amounts actually *and reasonably incurred in connection with any proceeding arising by *reason of the fact that such person is or was an agent of the *corporation. For the purposes of this section, an "agent" of the *corporation includes any person who is or was a director, officer, *employee, or agent of another corporation, partnership, joint *venture, trust, or other enterprise, or was a director, officer, *employee, or agent of a corporation which was a predecessor *corporation of the corporation or of any other enterprise at the *request of such predecessor corporation. * * *48. The corporation shall keep at its principal executive office, or at the *office of its transfer agent or registrar, if either be appointed, and as *determined by resolution of the board of directors, a record of its *shareholders and the number and class of shares held by each *shareholder. * * *49. The corporation shall keep at its principal executive office, or if its *principal executive office is not in this state, at its principal business *office in this state, the original or a copy of the bylaws amended to *date, which shall be open to inspection by the shareholders at all *reasonable times during office hours. * * *50. The board of directors, except as in the bylaws otherwise provided, *may authorize any officer or officers, agent or agents, to enter into *any contract or execute any instrument in the name of and on behalf *of the corporation, and such authority may be general or confined to *specific instances; and, unless so authorized or ratified by the board of *directors or within the agency power of any officer, no officer, agent, *or employee shall have any power or authority to bind the *corporation by any contract or engagement or to pledge its credit or *to render it liable for any purpose or to any amount. * * *51. The Chairman of the Board, the President, or any Vice President, or *any other person authorized by resolution of the board of directors or *by any of the foregoing designated officers, is authorized to vote on *behalf of the corporation any and all shares of any other corporation *or corporations, foreign or domestic, standing in the name of the *corporation. The authority herein granted to said officers to vote or *represent on behalf of the corporation any and all shares held by the *corporation in any other corporation or corporations may be *exercised by any such officer in person or by any person authorized to *do so by proxy duly elected by said officer. * *52. These bylaws may be amended or repealed by the vote or written *consent of holders of a majority of the outstanding shares entitled to *vote; provided, however, that if the Articles of Incorporation of the *corporation set forth the number of authorized directors of the *corporation, the authorized number of directors may be changed only *by an amendment of the Articles of Incorporation. Bylaws may be *adopted, amended, or repealed by the board of directors. * * *CERTIFICATE * *I, Robert S Dohlke, hereby certify that I am the Secretary of the initial *meeting of Bulletproof Brands Co. * *The foregoing bylaws, consisting of 9 pages, are a true and correct copy of *the bylaws of the corporation. * *IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of *the corporation *This 23 day of June, 2011. * *ROBERT S. DOHLKE *CHIEF EXECUTIVE OFFICER * * CERTIFICATE OF AMENDMENT * OF ARTICLES OF INCORPORATION * OF * BULLETPROOF BRANDS CO * *The undersigned certify that: * * 1. They are the president and the secretary, respectively, of BULLETPROOF * BRANDS CO, a California corporation. * * 2. Article I of the Articles of Incorporation of this corporation is * amended to read as follows: * * I. The name of this corporation is Bulletproof Brands Co Inc. * * 3. Article IV of the Articles of Incorporation of this corporation is * amended to read as follows: * * IV. The corporation is authorized to issue one class of shares, * designated as "Common Stock", and the total number of shares of * Common Stock authorized to be issued is 48,000,000. * * 4. The foregoing amendment of Articles of Incorporation has been duly * approved by the board of directors. * * 5. The corporation has issued no shares. * *We further declare under penalty of perjury under the laws of the State of *California that the matters set forth in this certificate are true and *correct of our own knowledge. * *Date: March, 1 2015 * *ROBERT S. DOHLKE *PRESIDENT * *Robert W. Dohlke *SECRETARY * * SIGNATURES * *Pursuant to the requirements of Regulation A, the issuer certifies that it *has reasonable grounds to believe that it meets all of the requirements for *filing on Form 1-A and has duly caused this offering statement to be signed *on its behalf by the undersigned, thereunto duly authorized, in the City of *EL Dorado Hills, State of California, on June 1, 2015. * *Issuer: BULLETPROOF BRANDS CO INC. * * By: ROBERT S. DOHLKE * CHIEF EXECUTIVE OFFICER * *This offering statement has been signed by the following persons in the *capacities and on the dates indicated. * * By: ROBERT S. DOHLKE * CHIEF EXECUTIVE OFFICER * 6/1/2015