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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933
FEBRUARY 23, 2007
Date of Report (Date of earliest event reported)
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GLOBAL BEVERAGE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-1084133
(Commission File Number)
NEVADA
(State or other jurisdiction of incorporation or organization)
90-0093439
(IRS Employer Identification Number)
7633 EAST 63RD PLACE, SUITE 220
TULSA, OK 74133
(Address of principal executive offices) (ZIP Code)
JERRY PEARRING, CEO
GLOBAL BEVERAGE SOLUTIONS, INC.
7633 EAST 63RD PLACE, SUITE 220
TULSA, OK 74133
(Name and address of agent for service)
918-459-9689
(Telephone number, including area code of agent for service)
(Former name or former address, if changed since last report.)
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 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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COPY TO:
James Reskin, Attorney
520 South Fourth Street, Suite 400
Louisville, KY 40202-2577
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. The disclosures set forth
under Item 2.01 hereof are hereby incorporated by reference in this Item 1.01.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. Pursuant to the
Agreement and Plan of Merger agreement dated as of January 31, 2007 (the
"Agreement"), between Global Beverage Solutions, Inc. (the "Company"), its
wholly-owned subsidiary, Global Merger Corp., a Nevada Corporation ("Merger
Corp."), Beverage Network of Maryland, Inc., a Florida corporation ("Acquiree")
and Xtreme Beverage Network, Inc., a Nevada corporation ("Seller") and as
approved by the Company's Board of Directors, the Merger Corp. acquired the
Acquiree which is now merged into the Merger Corp. and the Merger Corp. remains
a wholly-owned subsidiary of the Company deemed effective as of February 23,
2007. All of the common stock of the Acquiree previously owned by the Seller was
assigned to the Merger Corp. in exchange for the issuance of 60,500,000 shares
of its common stock issued by the Company together with a commitment to provide
financing and managerial expertise to the Merger Corp. (which now includes the
business and assets of the Acquiree).
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES. As disclosed under Item 2.01
above, in connection with the acquisition, the Company issued 60,500,000 shares
of its Common Stock, all of which were unregistered. For this issuance, the
Company relied on the exemptions from the registration requirements of the
Securities Act provided by Section 4(2) and Rule 506, as the securities were
sold to the above-referenced Seller, which the Company reasonably believes is an
"accredited investor," as defined under Rule 502 of the Securities Act.
Additionally, the Company sold shares to an institutional investor, which the
Company reasonably believes is an "accredited investor," as defined under Rule
502 of the Securities Act, for which issuance of shares, the Company relied on
the exemptions from the registration requirements of the Securities Act provided
by Section 4(2) and Regulations D and E promulgated thereunder. Neither the sale
of common stock to the Seller in connection with the acquisition nor the sale of
stock to an institutional investor for cash in connection with the contemplated
financing, involved any form of general solicitation or general advertising.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Statements
None
(c) Exhibits
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant and in the capacity thereunto duly authorized, in Tulsa, Oklahoma, on
the 6th day of March 2007.
Global Beverage Solutions, Inc.
By: /s/ Jerry Pearring
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Jerry Pearring, Chief Executive Officer
EXHIBIT INDEX
EXHIBITS
None.