BLUU Blue Water Global Group Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): July 27, 2015

                   Blue Water Global Group, Inc.                   

 (Exact name of registrant as specified in its charter)

              Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies              

 (Address of principal executive offices and zip code)

            Tel: (949) 264-1475, Fax: (949) 607-4052         

 (Registrant’s telephone number, including area code)

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

¨

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

¨

Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)

¨

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

¨

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

Forward Looking Statements

This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management.  When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management.  Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business.  Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.

Item 1.01

Entry into a Material Definitive Agreement

Taurus Financial Partners, LLC

On July 27, 2015, Blue Water Global Group, Inc. (“Blue Water”) borrowed US$16,446.03 from Taurus Financial Partners, LLC (“Taurus”), a related party, in the form of a short-term no document bridge loan to be repaid no later than September 30, 2015.  On August 24, 2015, Blue Water borrowed an additional $15,050.00 under the same terms and conditions.  Blue Water failed to repay Taurus the aggregate loan proceeds of $31,496.03 on or before September 30, 2015.

On October 8, 2015, Blue Water and Taurus mutually agreed to convert this outstanding debt into a long-term Secured Promissory Note.  In conjunction with the issuance of this Promissory Note, Blue Water executed a Security Agreement with Taurus pursuant to the Promissory Note.  In compliance with the agreements, Blue Water and Taurus filed a UCC1 with the Nevada Secretary of State (Document Number: 2015027794-5).

Copies of the Promissory Note and Security Agreement are filed herewith as Exhibits 4.53 and 4.54, respectively, and are incorporated herein by reference.  The foregoing summary descriptions of these definitive agreements and notes are qualified in their entirety by reference to the full texts of each of such exhibits.

Item 2.03

Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of Registrant

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

2

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

4.53

Promissory Note between Blue Water Global Group, Inc. and Taurus Financial Partners, LLC dated October 8, 2015

4.54

Security Agreement between Blue Water Global Group, Inc. and Taurus Financial Partners, LLC dated October 8, 2015

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BLUE WATER GLOBAL GROUP, INC.

Dated: October 8, 2015

By:

/s/ J. Scott Sitra                                             

J. Scott Sitra

President and Chief Executive Officer

3

PROMISSORY NOTE

US $31,496.03

October 8, 2015

THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.

FOR VALUE RECEIVED, the undersigned, Blue Water Global Group, Inc., a Nevada corporation (“Borrower”), unconditionally promises to pay to the order of Taurus Financial Partners, LLC, a Florida limited liability company (“Lender”), without offset or deduction, the principal sum of Thirty-One Thousand Four-Hundred Ninety-Six Dollars and Three Cents (US$31,496.03) with interest on the unpaid principal balance from the date of this note (“Note”), until paid at the rate set forth below.

Interest.  This Note shall bear interest at an annual rate of twelve (12%) percent.  If the Note goes into default or remains unpaid after the Maturity Date, then, whether by acceleration or otherwise, interest will be due and payable on the unpaid principal balance of this Note at a rate equal to twenty (20%) percent per annum.

Repayment Terms.  This Note shall be due and payable in full, including all principal and accrued interest, one (1) year from the date hereof, unless otherwise extended in writing by both Parties (“Maturity Date”).

Prepayment Penalty.  Except as may be otherwise herein specifically provided, the Borrower shall have the privilege to prepay the principal and any accrued but unpaid interest in full or in part at anytime without premium.  

Default and Acceleration.  Without notice or demand, at the option of the holder hereof, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable, and the Lender shall have the right to exercise all other rights and remedies under the Loan Documents (as hereinafter defined), or by applicable law, upon the occurrence of any one of the following events of default (each, a “Default”):

a)

if any payment under this Note is not paid when due;

b)

if the undersigned fails to observe or breaches any term, covenant, condition, obligation, agreement or undertaking contained herein or in any other loan document related to the indebtedness evidenced hereby, including the Security Agreement dated October 8, 2015 (collectively, “Loan Documents”);

c)

if any warranty, representation or statement made or furnished to the Lender by the Borrower or on the Borrower’s behalf under this Note or the Loan Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading any time hereafter;

d)

if the Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of the Borrower’s property or the Borrower’s ability to repay this Note or perform the Borrower’s obligations under this Note or the Loan Documents;

Promissory Note

Page 1 of 4

e)

if there is any material adverse change in the Borrower’s financial condition, or the Lender believes the prospect of payment or performance of this Note is impaired;

f)

if the Borrower becomes insolvent, or if a trustee or receiver is appointed for the Borrower or for all or a substantial portion of the assets of the Borrower, or the Borrower makes a general assignment for the benefit of the Borrower’s creditors, or the Borrower files for bankruptcy; or

g)

in the event of the Borrower’s winding up of corporate activities.

Failure to exercise any such option or right shall not constitute a waiver of the right to exercise any such option or right in the event of any subsequent Default.  

Covenants and Conditions.  At the option of the Lender, the Borrower agrees to pay a service charge not exceeding five (5%) percent of any installment when paid more than ten (10) days from the due date hereof, which service charge is to cover the extra expense involved in handling late payments.

The Borrower hereby:

a)

collateralizes and secures this Note with the Security Agreement dated October 8, 2015, a copy of which is attached hereto as Exhibit A;

b)

waives presentment, demand, protest and notice of dishonor;

c)

waives the benefit of all homestead and similar exemptions as to this Note; and

d)

agrees to pay all reasonable costs and expenses incurred by the Lender in connection with the enforcement of this Note, and the collection of the indebtedness evidenced hereby, and the collection of any judgment rendered hereon, and/or the preservation or disposition of any property or collateral securing the payment hereof, and/or the defense of any claim arising out of, or in any way related to, this Note or any deed of trust or security agreement or other instrument securing this Note or related to the making of the loan evidenced hereby, including, without limitation, reasonable attorney’s fees if this Note is placed in the hands of an attorney for collection, or if the Lender finds it necessary to secure the services or advice of an attorney with regard to collection hereof or the preservation or disposition of any property or collateral securing this Note.

Confession of Judgment.  Upon the event of a Default, the Borrower hereby irrevocably authorizes and empowers Lender’s legal counsel as the Borrower’s attorney-in-fact to appear and to confess judgment against the Borrower for the unpaid amount of this Note as evidenced by an affidavit signed by the Lender setting forth the amount then due, plus attorney’s fees and cost of suit, and to release all errors, and waive all rights of appeal.  If a copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warranty of attorney.  The Borrower waives the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect.  No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as the Lender may elect until all amounts owing on this Note have been paid in full.

Miscellaneous Provisions.  The term “Lender” used herein shall include any future holder of this Note.  This Note shall be governed by and construed in accordance with the laws of the State of Florida.  This Note shall be

Promissory Note

Page 2 of 4

the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, legal and personal representatives, successors and assigns.  In the event any clause or provision of this Note conflicts with applicable law, such conflicts shall not affect other provisions of this Note which can be given effect without the conflicting provision, and to this end the provisions of this Note are declared to be severable.  The undersigned covenants and agrees that in the event of Default under this Note, the Default shall constitute a default in any and all other notes wherein the Borrower is the obligor and the Lender is the obligee.  

Business and Investment Purposes.  The Borrower hereby represents to the Lender that the loan represented by this Note is strictly for lawful business and investment purposes.

Maximum Rate Permitted By Law.  It is the specific intent of Borrower and Lender that this Note bear a lawful rate of interest, and if any court of competent jurisdiction should determine that the rate herein provided for exceeds that which is statutorily permitted for the type of transaction evidenced hereby, the interest rate shall be reduced to the highest rate permitted by applicable law, with any excess interest heretofore collected being applied against principal or, if such principal has been fully repaid, returned to Borrower on demand.

Time of the Essence.  Time is of the essence with respect to every provision hereof.  

WAIVER OF RIGHT TO JURY TRIAL.  THE BORROWER HEREBY WAIVES TRIAL BY JURY IN REGARD TO ANY CAUSES OF ACTION, CLAIMS, OBLIGATIONS, DAMAGES OR ANY COMPLAINTS WHICH THE BORROWER MAY HAVE RISING OUT OF THIS NOTE, OR ANY OF THE LOAN DOCUMENTS (AS SUCH TERM IS HEREIN DEFINED), OR IN ANY ACTION OR PROCEEDING WHICH THE HOLDER HEREOF MAY BRING TO ENFORCE ANY PROVISION OF THE LOAN DOCUMENTS.  BY EXECUTION OF THIS NOTE THE BORROWER HEREBY REPRESENTS THAT THE BORROWER IS REPRESENTED BY COMPETENT COUNSEL WHO HAS FULLY AND COMPLETELY ADVISED THE BORROWER OF THE MEANING AND RAMIFICATIONS OF THE WAIVER OF THE RIGHT TO A TRIAL BY JURY.

WITNESS, the Borrower has executed this Note as of the day, month, and year first above written, with the intention of creating an instrument under seal.

BORROWER:

By:  /s/ J. Scott Sitra                                      

        J. Scott Sitra

        President and CEO

        Blue Water Global Group, Inc.

        Tax EIN:

45-0611648

        Address:

Wellsburg Street #7

Cole Bay, St. Maarten

Dutch West Indies

Promissory Note

Page 3 of 4

Security Agreement

Promissory Note

Page 4 of 4

SECURITY AGREEMENT

THIS SECURITY AGREEMENT ("Agreement") is made and entered into this 8th day of October, 2015 ("Effective Date") by and between Blue Water Global Group, Inc., a Nevada corporation (“Borrower”), and Taurus Financial Partners, LLC, a Florida limited liability company ("Secured Party"); (collectively, “Parties”).

WITNESSETH:

WHEREAS, the Parties entered into a Promissory Note on October 8, 2015 (“Promissory Note”) in the amount of Thirty-One Thousand Four-Hundred Ninety-Six Dollars and Three Cents (US$31,496.03);

WHEREAS, Secured Party previously converted Five-Hundred Sixty-Nine Thousand Fifty-Five Dollars and Twenty-One Cents (US$569,055.21) into restricted equity of the Borrower for the sole purpose of securing new financing benefitting the Borrower (“Equity Shares”); and

NOW, THEREFORE, in consideration of the foregoing and of the mutual terms and covenants hereinafter expressed, the Parties do mutually agree as follows:

1.

Grant of Security Interest. For value received, the Borrower grants to the Secured Party a security interest in the property described hereinafter in Section 3 (“Collateral”).

2.

Obligations Secured. This Agreement secures the payments and performance of (a) all obligations under the Promissory Note, made by Borrower, made payable to the Secured Party, including all costs and expenses (including all attorney’s fees), incurred by Secured Party in the disbursement, administration and collection of the loan evidenced by the Promissory Note, (b) the repurchase or sale of the Equity Shares aggregating a minimum of US$569,055.21, (c) all costs and expenses (including attorney’s fees), incurred by the Secured Party in the protection, maintenance and enforcement of the security interest hereby granted, (d) all obligations of the Borrower in any other agreement relating to the Promissory Note, and (e) any modifications, renewals, refinancings, or extensions of the foregoing obligations.  The Promissory Note and minimum return of capital to the Secured Party described herein are collectively referred to as the “Obligations”.

3.

Collateral Description.  The Collateral in which this security interest is granted is all of the Borrower’s property described below:

A.

Stock Certificate #1, Blue Water Beverage Brands, Ltd., a British Virgin Islands limited liability company, representing 50,000 shares of stock (single class), no par value, and dated March 24, 2014; and

- 1 -

B.

Stock Certificate #1, BWG Investments & Development, Ltd., a British Virgin Islands limited liability company, representing 50,000 shares of stock (single class), no par value, and dated May 19, 2014.

4.

Restrictions on Collateral Transfer. Borrower shall endorse and place the Collateral with the Secured Party for safe keeping while this Agreement remains in effect.

Borrower explicitly agrees not to cancel, attempt to replace, classify as lost or stolen, or place any type of stop or hold on the transfer of the Collateral while this Agreement remains in effect.  Borrower further agrees it will not sell, lease, license or otherwise transfer (including by granting any security interests, liens, or other encumbrances in) all or any part of the Collateral or Borrower’s interest in the Collateral without the Secured Party’s express written consent.  Borrower may collect and receive dividends that it may be legally entitled to from the Collateral, as well as vote the Collateral in all voting matters the shares underlying the Collateral may be entitled to any in voting matter.

5.

Maintenance and Location of Collateral. The Collateral shall be duly endorsed by the Borrower and held in safe keeping by the Secured Party while this Agreement remains in effect.  The Secured Party agrees to indemnify the Borrower and shall be responsible for reimbursing the Borrower for any costs related to, if any, replacing the Collateral should it be lost, stolen or destroyed while in the possession of the Secured Party.

6.

Perfection of Security Interest.  Borrower consents, without further notice, to Secured Party’s filing or recording of any documents necessary to perfect, continue, amend or terminate its security interest.  Upon request of Secured Party, Borrower must sign or otherwise authenticate all documents that Secured Party deems necessary at any time to allow Secured Party to acquire, continue or amend its security interest in the Collateral.  Borrower will pay the filing and recording costs of any documents relating to Secured Party’s security interest.  Borrower ratifies all previous filings and recordings, including financing statement and notifications on certificates of title.  Borrower will cooperate with Secured Party in obtaining a Control Agreement satisfactory to Secured Party with respect to any Deposit Accounts or Investment Property, or in otherwise obtaining control or possession of that or any other Collateral.

7.

Default. Borrower is in default under this Agreement if: (a) Borrower fails to pay, perform or otherwise comply with any provision of this Agreement; (b) Borrower makes any materially false representations, warranty or certification in, or in connection with, this Agreement, the Promissory Note, the Equity Shares, or any other agreement related to the Note, Equity Shares or this Agreement; (c) another secured party or judgment creditor exercises its rights against the Collateral; or (d) an event defined as a “default” under the Obligations occurs.  In the event of a default and if the Secured Party requests, Borrower must assemble and make available all Collateral at a place and time designated by Secured Party.  Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, may proceed to enforce payment of same and

- 2 -

exercise any of the rights and remedies available to a secured party by law including those available to it under Article 9 of the Uniform Commercial Code (“UCC”) that is in effect in the jurisdiction where Borrower or the Collateral is located.  Unless otherwise required under applicable law, Secured Party has no obligation to clean or otherwise prepare the Collateral for sale or other disposition and Borrower waives any right it may have to require Secured Party to enforce the security interest or payment or performance of the Obligations against any other person.

8.

Borrower Certifications.  Borrower certifies that: (a) its Name and place of incorporation is true and correct; (b) that Borrower is in good standing in its state of incorporation; (c) all Collateral is owned or titled in the Borrower’s name and not in the name of any other organization or individual; (d) Borrower has the legal authority to grant the security interest in the Collateral; (e) Borrower’s ownership in or title to the Collateral is free and clear of all adverse claims, liens, or security interest (unless expressly permitted by Secured Party); (f) none of the Obligations are or will be primarily for personal, family or household purposes; (g) none of the Collateral is or will be used, or has been or will be bought primarily for personal, family or household purposes; and (h) Borrower has read and understands the meaning and effect of all terms of this Agreement.

9.

Secured Party Rights.  All rights conferred in this Agreement on Secured Party are in addition to those granted to it by law, and all rights are cumulative and may be exercised simultaneously.  Failure of Secured Party to enforce any rights or remedies will not constitute an estoppel or waiver of Secured Party’s ability to exercise such rights or remedies.  Unless otherwise required under applicable law, Secured Party is not liable for any loss or damage to Collateral in its possession or under its control, nor will such loss or damage reduce or discharge the Obligations that are due, even if Secured Party’s actions or inactions caused or in any way contributed to such loss or damage.

10.

Other Material Terms and Conditions.

A.

Entire Agreement. This Agreement together with all documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the engagement hereof. No modification, recision, cancellation, amendment or termination of this Agreement shall be effective unless it is in writing and is signed by all parties to this Agreement.

B.

Conflict. In the event of any conflict, ambiguity or inconsistency between this Agreement and any other document which may be annexed hereto, the terms of this Agreement shall govern.

- 3 -

C.

Assignments. The benefits of this Agreement shall inure to the respective successors and assignees of the parties hereto and of the indemnified parties hereunder and their successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns.

D.

Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any remaining provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

E.

Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the State of Florida, without reference to its conflicts of law principles. All disputes arising out of or under this Agreement shall be adjudicated exclusively within the courts located within Miami-Dade County, Florida and both parties hereby consent to such venue and exclusive jurisdiction of such courts, and waive any and all rights to proceed in any different forum.

F.

Paragraph Headings. The paragraph headings set forth in this Agreement are for the convenience of the parties, and in no way define, limit or describe the scope or intent of this Agreement and are to be given no legal effect.

G.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that electronic and/or facsimile signatures of this Agreement shall be deemed a valid and binding execution of this Agreement.

IN WITNESS WHEREOF, the Borrower, by its duly authorized representative, has caused this Agreement to be executed on the 8th day of October, 2015.

BORROWER:

/s/ J. Scott Sitra                             

J. Scott Sitra

President and CEO

Blue Water Global Group, Inc.

- 4 -