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Filing Details

Accession Number:: 0001144204-10-036741
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-07-06 13:00:00
Reporting Period:: 2010-07-01

Filing Date:: 2010-07-06
Accepted Time:: 2010-07-06 16:44:40
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1402212	First Blush Brands Inc.	NONE	Blank Checks (6770)	261364883

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1491804	A Barrett Carrere	9595 Wilshire Blvd. #900 Beverly Hills CA 90212	Cfo	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-07-01	5,000	$0.00	5,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant to purchase common stock ("Base Warrant")	Acquisiton	2010-07-01	2,500	$0.00	2,500	$1.00
Common Stock	Warrant to purchase common stock ("Par Value Warrant")	Acquisiton	2010-07-01	0	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,500			No	4	P	Direct
0			No	4	P	Direct

Footnotes

Mr. Carrere purchased 2,500 Units, each consisting of (i) two shares of our common stock, (ii) a warrant ("Base Warrant") to purchase one share of the Issuer's common stock at an exercise price of $1.00, subject to adjustment and (iii) a warrant (the "Par Value Warrant" and together with the Base Warrants, the "Warrants") to purchase a number of additional shares of the Issuer's common stock, at par value, to be determined upon the closing of an equity financing by the Issuer yielding gross proceeds to the Issuer of not less than $2,000,000 (a "Qualified Financing"). The price per Unit was $2.00.
The exercise price of the Base Warrant is initially $1.00; upon the completion of the Qualified Financing, the exercise price will be adjusted to equal the per share value of the Issuer's common stock in the Qualified Financing (the "Qualified Price").
The Base Warrant will be exercisable upon the earlier of (i) one year following the date of issuance and (ii) six months after the initial closing of an initial public offering of the Issuer's securities and will remain exercisable until the earlier of (i) the third anniversary of the date of exercisability and (ii) redemption of the Base Warrant by the Company under certain conditions.
The number of shares issuable pursuant to the Par Value Warrant will be determined by subtracting the number of shares of common stock included in the Units initially purchased from the number obtained by dividing the aggregate purchase price paid for such Units by the Qualified Price. The Par Value Warrant may be exercised commencing six months after the initial closing of an initial public offering of the Issuer's securities and will remain exercisable for a period of thirty days thereafter.