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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
MARCH 29, 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)
2 SOUTH UNIVERSITY DRIVE, SUITE 220
PLANTATION, FLORIDA 33324
(Address of principal executive offices) (ZIP Code)
JERRY PEARRING, CEO
GLOBAL BEVERAGE SOLUTIONS, INC.
2 SOUTH UNIVERSITY DRIVE, SUITE 220
PLANTATION, FLORIDA
(Name and address of agent for service)
(954) 473-0850
(Telephone number, including area code of agent for service)
7633 EAST 63RD PLACE, SUITE 220
TULSA, OK 74133
(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 an
Agreement and Plan of Merger (the "Agreement") dated as of March 29, 2007,
between Global Beverage Solutions, Inc. (the "Company"), its wholly-owned
subsidiary, Global Beverage Acquisition Corp., a Nevada Corporation ("Merger
Corp.") and Aqua Maestro, Inc., a Florida corporation ("Aqua") and as approved
by the Company's Board of Directors, the Merger Corp. was acquired by Aqua, the
effect of which was that Aqua became a wholly-owned portfolio company of the
Company deemed effective as of March 29, 2007. In connection with the
acquisition, the Company paid a combination of cash and newly issued restricted
stock, as well as issued promissory notes in favor of the stockholders of Aqua.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES. As disclosed under Item 2.01
above, pursuant to the Agreement, the Company issued 10,000,000 shares of its
Common Stock, all of which were unregistered, to the stockholders of Aqua as
partial consideration for the acquisition. 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 stockholders of Aqua, both of which the Company reasonably
believes are an "accredited investors," as defined under Rule 502 of the
Securities Act. The issuance of common stock to the two stockholders of Aqua in
connection with the acquisition did not involve any form of general solicitation
or general advertising. Neither of the selling stockholders of Aqua had any
affiliation with the Company prior to the sale and neither becomes an
"affiliate" as a result of this transaction.
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 Plantation,
Florida, on the 2nd day of April 2007.
Global Beverage Solutions, Inc.
By: /s/ Jerry Pearring
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Jerry Pearring, Chief Executive Officer
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EXHIBIT INDEX
EXHIBITS
None.