ST. CHARLES, Ill., June 28 /PRNewswire-FirstCall/ -- Universal Food &Beverage Company (OTC: UFBV) announced today that it has completed the private placement of $3,150,000 of Senior Secured Convertible Notes. The Notes mature on June 30, 2007 with an interest rate of 14% per annum. The Notes are convertible in whole or in part at any time into shares of common stock with an initial conversion price of $0.10 . As part of the proceeds from this transaction, the Company retired $400,000 of bridge notes issued during June 2006 . The securities were sold to institutional accredited investors in reliance of Regulation D under the Securities Act of 1933 as amended.

The Company entered into related warrant agreements with Note Holders to purchase up to 17,420,850 shares of common stock. In addition, the Company issued warrants to purchase 4,021,667 shares of common stock to the holders of the retired bridge notes. The warrants have an exercise price of $0.01 per share and expire on June 21, 2011 . As part of the transaction, warrants for 20,204,000 shares of common stock, issued to the note purchasers in connection with the February 15, 2006 preferred stock financing, were cancelled.

Commenting on the closing, August Liguori acting CEO said, 'We are pleased with the support from the Secured Note Holders. This increase in investment will allow the Company to continue to implement its business plans and grow the business.'

The Company filed a Form 8-K with the Securities and Exchange Commission with additional information and exhibits relating to the transaction.

About Universal Food & Beverage Company

Universal Food & Beverage ('Universal' or the 'Company') is a manufacturer of co-packed, private label and branded beverage products. Universal offers turnkey solutions including the development, manufacturing, and distribution of a wide variety of beverage products across several different processes for co-packer and private label customers.

Forward-Looking Information

This press release contains forward-looking statements within the meaning of the federal securities laws. The Company has based these statements on its current expectations about future events. Although it believes that its expectations reflected in or suggested by its forward-looking statements are reasonable, actual results may differ materially from what it currently expects. Important factors which could cause our actual results to differ materially from the forward-looking statements in this press release include the impact of our previously disclosed internal investigation and the need for additional financing. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

SOURCE Universal Food & Beverage Company