UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported): April 8, 2004
BEVSYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Florida 333-44315 84-1352529
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1315 Cleveland Street, Clearwater, Florida 33755
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (727) 446-2999
ITEM 1. Change in Control of Registrant
See Item 2.
ITEM 2. Acquisition or Disposition of Assets
The Share Exchange
On April 8, 2004, Bevsystems International, Inc., a Florida corporation (the
"Company"), entered into a an agreement (the "Share Exchange Agreement") with
Sun Rayz Water, Inc. ("Sun"), whereby it acquired all of the issued and
outstanding shares of common stock of Sun in exchange for 110,000,000 shares of
common stock of the Company. Prior to entering into the Share Exchange
Agreement, Sun was a wholly-owned subsidiary of Sun Rayz Beverages, Inc.
("SRB"). The 110,000,000 shares of the Company issuable pursuant to the Share
Exchange Agreement were issued subject to the following requirements:
o 35,000,000 shares of common stock of the Company were issued upon Sun
transferring the license held by Sun to the Company;
o 35,000,000 shares of common stock of the Company were issued upon the
management of Sun being appointed as officers/directors of the
Company;
o 10,000,000 shares of common stock of the Company were issued upon
negotiating a settlement with Rand L. Gray in connection with the
judgment held by Mr. Gray against the Company;
o 25,000,000 shares of common stock of the Company were issued to Sun,
which such issuance is subject to the entering into a settlement with
Brickell Bay, LLC and the sale of the Company's Clearwater, Florida
facility to Brickell Bay, LLC; and
o 5,000,000 shares of common stock of the Company were issued, which
such issuance is subject to the negotiating of a settlement with
Pan-American in connection with the lawsuit filed by Pan-American.
As a result of the entering into the Share Exchange Agreement, Sun is a
wholly-owned subsidiary of the Company. Sun currently holds a sub-license for
the use of the "FLA-USA" brand name (www.fm.flausa.com). The "FLA-USA" brand
name was originally developed by Visit Florida, Inc. ("Visit Florida"), which
licensed use of the label to Florida Media, Inc. ("Florida Media"). Florida
Media, pursuant to the Brand Name License and Marketing Agreement, licensed use
of the label to Sun Rayz Beverages, Inc. ("SRB"), the sole stockholder of Sun.
SRB then subsequently licensed use of the label known as "FLA-USA" to Sun.
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Description of Business
Sun Rayz Water, Inc.
Prior to the Company's acquisition of Sun, Sun was a wholly-owned subsidiary of
SRB, which is a wholly-owned subsidiary of Sun Rayz Products, Inc. ("Sun Rayz
Products"). Mr. Segal and Mr. Goeree, two of our executive officers and/or
directors, are officers, directors and shareholders of Sun Rayz Products. Sun's
sole asset is a Marketing, Distribution and Copacking Sub-Licensing Agreement
entered with SRB (the "Sub-License") in March 2004. The Sub-License provides Sun
with the non-exclusive, worldwide right to use the "FLA-USA" label in connection
with the marketing, sale and distribution of bottled water products on a retail
and wholesale basis. In anticipation of entering into the Share Exchange
Agreement and as consideration for the entering into the Sub-License, Sun agreed
to pay to SRB (i) 35,000,000 shares of common stock of the Company (ii) 50% of
any fees generated as a result of Sun's licensing of the label and any fees
incurred by SRB from the original licensor of the FLA-USA label.
History of the License
The FLA-USA label is a proprietary trademark owned by the Florida Tourism
Industry Marketing Corporation, doing business as Visit Florida. Visit Florida
entered into a License Agreement with Florida Media, Inc. ("Florida Media"),
whereby Florida Media received an exclusive license to the FLA-USA label on
various products. In November of 2003, SRB entered into a license agreement with
Florida Media for the exclusive use of the FLA-USA label on retail beverage
products. In consideration for entering into such license, SRB is required to
pay a license fee of $1,800,000 to Florida Media (the "Florida Media Fee")
during the first four years of the license and all royalty fees owed to Visit
Florida (the "Visit Florida Fee") (the Florida Media Fee and the Visit Florida
Fee are collectively known as the "Fee"). 65% of the Fee is to be paid in cash
and 35% is to be paid in common stock. The cash portion of the Fee does not have
to be paid until the fourth year of the license. However, in the event that SRB
earns in excess of $3,000,000 in net profit, then the cash portion of the Fee
must be paid. Further, if SRB raises a certain level of funding or generates
sufficient income from direct sales, then SRB is required to make a minimum
monthly payment of $25,000 in connection with the Fees.
The Sub-License that the Company has entered into is subject to many risks and
uncertainties. If SRB, Florida Media or Visit Florida elect to terminate their
license with each applicable party for any reason, including failure to pay the
required royalties, the Company's results of operations may be severally
impacted and it may be forced to cease operations.
BEVsystems International, Inc.
The Company is a provider of oxygenated water. The Company bottles its product
through co-packing agreements and distributes its products primarily through an
international distribution network. The Company's fiscal year ends on the
Saturday nearest to March 31.
On July 12, 2001, the Company acquired the assets of the beverage division of
Life International, a provider of oxygenated water. The assets included
oxygenation equipment, bottles, proprietary seals, marketing materials, office
equipment, trademarks, patent rights and other intangible assets. On February
25, 2002, the Company consummated a merger with
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Aqua Clara Bottling and Distribution, Inc. and its subsidiary. On March 31,
2004, an Involuntary Petition under Chapter 7 of the U.S. Bankruptcy Code was
filed against Bevsystems International, Inc. in the United States Bankruptcy
Court for the Middle District of Florida (Case No. 04-6K-6248-KRM).
Executive Officers
The following sets forth the name and positions, of the Company's officers
and directors after the Share Exchange Agreement. Also set forth below is
information as to the principal occupation and background for such persons as
provided by such persons.
Michael J. Goeree serves as the Chairman of the Board of the Company. Since
2003, Mr. Goeree has served as the President and CEO of Sun Rayz Products, Inc.
a company engaged in the marketing and distribution of products containing the
"FLA-USA" label. During 2002 and 2003, Mr. Goeree served as a consultant in the
beverage industry. From 2002 to 2002, Mr. Goeree served as the President of
United Beverage Brands, Inc.. From 1999 to 2000, Mr. Goeree served as the Vice
President of Sales and Marketing of NC-Cretan Distilleries, a Toronto based
company. From 1997 to 1999, Mr. Goeree served as the Vice President of North
American Sales and Marketing for Flugel NV, a liquor producer. Mr. Goeree
received a BAA equivalent degree from Hanze Polytechnical University in the
Netherlands and took courses towards his master degree at the University of
Amsterdam.
Rand L. Gray serves as the President and Chief Executive Officer of the Company.
He is also a director of the Company. Prior to joining the Company, Mr. Gray
served as the Executive Vice President of Horizon, Inc.. In addition, Mr. Gray
served as the Chief Financial Officer of Aqua Clara Bottling & Distribution,
Inc., which was acquired by the Company in February 2002. Mr. Gray served as the
President and CEO of Waldmer Inc.. Mr. Gray served as the CFO and VP of
Felicione Seafood Inc.
Lior Segal serves as the Secretary and Vice President of the Company. He is also
a director of the Company. Mr. Segal also serves as the CFO of Sun Rayz Products
Inc., a company engaged in the marketing and distribution of products containing
the "FLA-USA" label. From August 2001 to August 2003, Mr. Segal served as a
legal assistant for Lentz & Gengaro, P.A. From August 1998 to May 2001, Mr.
Segal was the office manager for PlasTechs Engineering Group. Mr. Segal received
a B.S. in Business Administration with a concentration in accounting from
Montclair State University and is currently enrolled on a part time basis at
Stetson University College of Law.
Darren Cioffi serves as the Chief Financial Officer of the Company. Since 2001,
Mr. Cioffi has served as the President of Cioffi Business Management Services,
Inc., a consulting firm based on Long Island, New York. In 2002, Mr. Cioffi
served as the CFO for Availant Financial, Inc., a mortgage processing company,
and still currently serves on the Board of Directors. During 2000 and 2001, Mr.
Cioffi served as the Chief Operating Officer of ThinkersGroup.com and from 1998
to 2000 Mr. Cioffi served as the Vice President of Total Business Solutions,
Inc. Mr. Cioffi graduated from L.I.U. C.W. Post University in 1989 with a B.S.
in Accounting and Finance.
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Joel Stohlman serves as the Chief Operating Officer of the Company. Prior to
joining the Company, Mr. Stohlman served as the President of U.S. operations for
elfo USA, Inc., where he was responsible for the development and startup of its
U.S. operations. Prior to joining elfo USA, Mr. Stoholman served as a Senior
Purchasing Manager for Tridak Div, Indicon Inc..
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 26, 2004, certain information
concerning beneficial ownership of shares of Common Stock of the Company after
entering into the Share Exchange Agreement with respect to (i) each person known
to the Company to own 5% or more of the outstanding shares of Common Stock, (ii)
each director of the Company, (iii) the executive officers of the Company, and
(iv) all directors and officers of the Company as a group:
Name of Beneficial Owner Common Stock Beneficially Owned Percentage of Common Stock(1)
- ---------------------------------------- -------------------------------------- --------------------------------------
Joel Stohlman(2) 3,768,602 1.62%
- ---------------------------------------- -------------------------------------- --------------------------------------
Rand L. Gray(2) 0 *
- ---------------------------------------- -------------------------------------- --------------------------------------
Michael J. Goeree(2) 57,200,000(4) 24.56%
- ---------------------------------------- -------------------------------------- --------------------------------------
Lior Segal(2) 5,500,000(4) 2.36%
- ---------------------------------------- -------------------------------------- --------------------------------------
Darren Cioffi(2) 2,000,000 *
- ---------------------------------------- -------------------------------------- --------------------------------------
E. Douglas Cifers 13,389,637 5.75%
- ---------------------------------------- -------------------------------------- --------------------------------------
Salvatore Russo(3) 20,869,161 8.96%
- ---------------------------------------- -------------------------------------- --------------------------------------
Sun Rayz Beverages, Inc. 110,000,000 47.23%
- ---------------------------------------- -------------------------------------- --------------------------------------
All executive officers and directors 68,468,602 29.40%
(5 persons)
- ---------------------------------------- -------------------------------------- --------------------------------------
* Less than 1% of the outstanding common stock.
(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of April 26, 2004 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person. Percentages are
based on a total of 232,910,980 shares of common stock outstanding on April 26,
2004, and the shares issuable upon the exercise of options and warrants
exercisable on or within 60 days of April 26, 2004.
(2) Executive officer and/or director.
(3) Includes shares of common stock held by Mr. Russo as well as shares of
common stock held by SOS Resources Services, Inc., of which Mr. Russo is the
sole shareholder, officer and director.
(4) Approximate number of shares that are indirectly beneficially owned through
ownership of the common stock of Sun Rayz Products, Inc., the sole shareholder
of Sun Rayz Beverages, Inc.
ITEM 5. Other Events.
This information is being furnished to the Company's shareholders pursuant to
Rule 14(f) as promulgated under the Securities Exchange Act of 1934, as amended,
and a copy of this Form 8-K is being mailed to all shareholders of record.
Following the Share Purchase Agreement, all of the executive officers and
directors of the Company, except Mr. Cioffi, resigned from all
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positions held with the Company. The new executive officers and directors of the
Company are as set forth under Item 2. above.
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of businesses acquired.
Audited Financial Statements of Sun Wayz Water, Inc. for the years
ended December 31, 2003 and December 31, 2002 (to be filed by
amendment).
Unaudited Financial Statements of Sun Wayz Water, Inc. for the quarter
ended March 31, 2004 (to be filed by amendment).
(b) Proforma Financial Information
Proforma Financial Information (to be filed by amendment).
(c) Exhibits.
Exhibit No. Description
10.1 Agreement between Bevsystems International, Inc. and
Sun Rayz Water, Inc. dated April 8, 2004.
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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.
BEVSYSTEMS INTERNATIONAL, INC.
Date: April 30, 2004 /s/Rand L. Gray
---------------
Rand L. Gray,
Chief Executive Officer
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