NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION South Beach Spirits, Inc. (the "Company") was incorporated in the state of Nevada on August 10, 2012 under the name "CME Realty, Inc." and its year-end is February 28. The Company's initial plan of operations was to engage in providing real estate services for the Las Vegas residential market. The Company was unable to implement this plan of operations for a number of reasons, including without limitation, the inability to raise sufficient capital. In light of the foregoing, on February 13, 2015, Carlos Espinosa, the principal shareholder and sole director and executive officer of the Company, sold 50,000,000 shares of the Company's common stock held by him (the "CME Shares") to Kenneth McLeod for $252,000. The CME Shares represented 74.13% of the Company's issued and outstanding common stock. Contemporaneously therewith, Mr. Espinosa resigned as an officer of the Company and appointed Mr. McLeod as a director, President and Secretary-Treasurer of the Company. Subsequently, Mr. Espinosa resigned as a director of the Company. As a result of the foregoing, a "change in control" of the Company was deemed to have taken place. On March 17, 2015, the Company implemented a five-for-one split of our common stock in the form of a stock dividend to shareholders on record at the close of business on March 9, 2015. In connection therewith, shareholders as of that date received four additional shares of the Company's common stock for each share held by them as of the record date. Unless otherwise indicated, all share numbers and per-share numbers in this report have been retroactively adjusted to give effect to the March 2015 stock split. On April 22, 2015, the Company entered into a letter of intent to acquire all of the capital stock of Rock N' Roll Imports, Inc., a California corporation ("RNR") engaged in alcoholic beverage development, marketing and distribution in exchange for (a) the issuance of 50,000,000 shares of the Company's common stock and (b) the contemporaneous contribution to the Company's capital of the CME Shares held by Mr. McLeod. On August 6, 2015, the Company terminated the letter of intent with RNR as a result of the inability to agree upon the terms of definitive transaction documentation. On July 10, 2015, the Company approved, authorized and adopted an amendment to the Company's Articles of Incorporation to change its name from "CME Realty, Inc." to "South Beach Spirits, Inc." The name change was effective on September 9, 2015. On August 6, 2015 the Company entered into a letter of intent to acquire the worldwide intellectual property and related assets of V Georgio Vodka, an ultra-premium brand of traditional and flavored vodkas from Victor G. Harvey, Sr., the brand's founder, in exchange for 1,400,000 "restricted" shares of the Company's common stock and $1,000,000 in cash, payable over a scheduled payment period. In connection with the proposed transaction, 25,000,000 "restricted" shares of common stock were to be returned by the Company's principal shareholder for cancellation. Following completion of the transaction, the Company intends to relaunch, market, and distribute V Georgio Vodka through, V Georgio, Inc., a newly formed, wholly-owned subsidiary of the Company and to focus on other opportunities in the alcoholic beverage industry. On August 25, 2015, the Company entered into an Asset Purchase Agreement with Victor G. Harvey, Sr., and V Georgio Enterprises, LLC, a limited liability company owned by him to acquire worldwide intellectual property, rights, and other assets relating to the V Georgio brand. In conjunction with the Asset Purchase Agreement, V Georgio, Inc., the Company's newly-formed subsidiary, entered into an employment agreement with Victor G. Harvey, Sr. to serve as CEO of the subsidiary for an initial period of three years with a base salary of $120,000 per annum which contains confidentiality, non-competition and non-solicitation covenants. Upon consummation of the acquisition, the Company also entered into an employment agreement with Vincent Prince, to serve as its CFO for an initial period of three years with a base salary of $120,000 per annum which contains confidentiality, non-competition and non-solicitation covenants. Contemporaneously therewith, the Company entered into a consulting agreement with LandAmerica Holdings & Investments Group, LLC, and its principal Vincent Prince, for services rendered since March 1, 2015 and prior to consummation of the acquisition of the V Georgio brand, with respect to business development, strategic planning, evaluating business opportunities in the alcoholic beverage industry, assisting management in structuring and potential business development opportunities, and providing such other corporate advisory consulting services as management requested. In consideration for the performance of the services, the Company has agreed to pay the consultant a fee of $175,000 for services completed on the Company's behalf. Following the consummation of the acquisition of the V Georgio brand, Kenneth McLeod, returned 24,892,000 shares of "restricted" common stock held by him to the Company for cancellation and sold 25,000,000 shares of "restricted" common stock held by him to Vincent Prince, resulting in an additional "change in control" having taken place. See "Note 6 - Subsequent Event" with respect to certain pro se litigation instituted by Victor G Harvey, Sr. and V Georgio Enterprises, LLC against the Company in October 2015, alleging certain breaches of the Company's payment obligations under the Asset Purchase Agreement and certain collateral documentation executed and delivered in connection with the Company's acquisition of the V Georgio brand. |