SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K

ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

000-28027
(Commission File Number)

GLOBAL BEVERAGE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)

90-0093439
(IRS Employer Identification No.)

NEVADA
------
(State or Other Jurisdiction of Incorporation)

2 S. UNIVERSITY DR, SUITE 220, PLANTATION, FL 33324
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

954-473-0850
------------
(Registrant's Telephone Number, Including Area Code)

Securities Registered under Section 12 (b) of the Exchange Act:
NONE

Securities Registered under Section 12 (g) of the Exchange Act:
Common Stock, $0.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) filed all reports to be filed
by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X]
No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller
reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the voting stock (which consists solely of shares
of common stock) held by non-affiliates of the issuer as of June 30, 2007,
computed by reference to the market value (closing price) of the registrant's
common stock, as reported by the over-the-counter bulletin board was
approximately $4,126,050.

As of April 8, 2008, there were 98,760,094 shares of the issuer's common stock
issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference into this Report except those
Exhibits so incorporated as set forth in the Exhibit Index.

GLOBAL BEVERAGE SOLUTIONS, INC.
FORM 10-K
TABLE OF CONTENTS

PAGE

PART I

ITEM 1 Business 3
ITEM 1A Risk Factors 11
ITEM 2 Properties 20
ITEM 3 Legal Proceedings 20
ITEM 4 Submission of Matters to a Vote of Security Holders 20

PART II

ITEM 5 Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 21
ITEM 6 Selected Financial Data 23
ITEM 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations 24
ITEM 7A Quantitative and Qualitative Disclosures About Market Risk 30
ITEM 8 Financial Statements and Supplementary Data 31
ITEM 9 Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 69
ITEM 9A(T) Controls and Procedures 69
ITEM 9B Other Information 70

PART III

ITEM 10 Directors, Executive Officers and Corporate Governance 71
ITEM 11 Executive Compensation 74
ITEM 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 77
ITEM 13 Certain Relationships and Related Transactions, and
Director Independence 79
ITEM 14 Principal Accountant Fees and Services 79

PART IV

ITEM 15 Exhibits and Financial Statement Schedules 81

SIGNATURES 84

PART I

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements within the meaning of the
federal securities laws that involve a number of risks and uncertainties. Our
future results may differ materially from our historical results and actual
results could differ materially from those projected in the forward-looking
statements as a result of certain risk factors. These factors are described in
the "Risk Factors" section below. Among the factors that could cause actual
results to differ materially from those expected are the following: business
conditions and general economic conditions; competitive factors, such as pricing
and marketing efforts; and the pace and success of product research and
development. These and other factors may cause expectations to differ.

ITEM 1: BUSINESS

Global Beverage Solutions, Inc., a Nevada corporation (the "Company", "us" or
"we"), distributes imported bottled water and alternative or "New Age" beverages
through two wholly-owned subsidiaries, Aqua Maestro, Inc. and Beverage Network
of Maryland, Inc. The Company's strategy is to develop and acquire bottled water
and "New Age" beverage brands. "New Age" beverages include non-carbonated
ready-to-drink iced teas, lemonades, juice cocktails, single serve juices,
ready-to-drink iced coffees, energy drinks, sports drinks, soy drinks, natural
bottled water and sodas as well as sparkling juices. The Company believes that
the combined distribution and customer base of its two subsidiaries provides an
established platform from which to acquire and develop brands. Additionally,
strategic opportunities may exist to acquire and further develop existing
distribution platforms.

Aqua Maestro, Inc. is based in Boca Raton, Florida and imports and
sells bottled water through company-owned distribution centers to retailers and
consumes in south Florida, direct to retailers outside of south Florida, direct
to consumers through its website at www.aquamaestro.com and to third party
distributors.

Beverage Network of Maryland, Inc. is a New Age beverage distributor
based in Jessup, Maryland which distributes brands such as Welch's and Fiji to
retailers in Washington, DC, northern Virginia, and the entire state of
Maryland.

Our business strategy involves growing the third party branded revenue
base in each of these entities while developing and/or acquiring bottled water
or New Age beverage brands. Thus, through these entities we plan to sell our own
proprietary brands as well as third party brands.

Our common stock is traded in the over-the-counter market and is quoted on the
NASD Over-The-Counter Bulletin Board ("OTCBB") under the symbol GBVS.

GENERAL DEVELOPMENT OF BUSINESS

We were incorporated on November 6, 1992, with the name MedEx, Inc.

On January 2, 2008 we filed Form N-54C with the Securities and Exchange
Commission ("SEC") to notify the SEC of the withdrawal of our previous election
to be regulated as a BDC under applicable provisions of the 1940 Act. After
careful consideration of the 1940 Act requirements applicable to BDCs,
evaluation of the Company's ability to operate as a going concern in an
investment company regulatory environment, the costs associated with complying
with the 1940 Act, the Company's past difficulty in complying with the 1940 Act
and a thorough assessment of potential alternative business models, our Board of
Directors determined that continuation as a BDC was not in the best interests of
the Company or our stockholders. With the approval of more than a majority of
the voting power of our common stock, we proceeded to file Form N-54C and
thereby de-elect our BDC status.

We intend to pursue a business model whereby we acquire majority ownership
stakes in beverage-related companies. In this regard, we plan to remain active
in the imported bottled water and alternative or "New Age" beverage (such as
mildly flavored waters, fruit drinks, sports and energy drinks, soy-based
beverages and other non-conventional beverages) industries through our two
wholly owned subsidiaries: Aqua Maestro, Inc., a Florida corporation, and
Beverage Network of Maryland, Inc., a Florida corporation.

Under our new business model, we will at all times conduct our activities in
such a way that we will not be deemed an "investment company" subject to
regulation under the 1940 Act. Thus, we will not hold ourselves out as being
engaged primarily in the business of investing, reinvesting or trading in
securities. In addition, we will conduct our business in such a manner as to
ensure that we will at no time own or propose to acquire investment securities
having a value exceeding 40% of our total assets at any one time.

Pursuant to Regulation S-X, Rule 6, the Company will operate on a
non-consolidated basis until January 2, 2008. Operations of the portfolio
companies will be reported at the subsidiary level and only the appreciation or
impairment of these investments in portfolio companies will be included in the
Company's financial statements. Subsequent to January 2, 2008, as noted above,
we will cease operating as a BDC and we will prepare consolidated financial
statements with our wholly owned subsidiaries.

Effective as of February 23, 2007, we completed our acquisition of Beverage
Network of Maryland, Inc. pursuant to a merger agreement. On March 29, 2007, we
completed our acquisition of Aqua Maestro, Inc. pursuant to a merger agreement.

On January 2, 2008, we adopted the Global Beverage Solutions, Inc. 2008 Stock
Plan which authorizes the issuance of up to forty million (40,000,000) shares of
our common stock in connection with awards of restricted stock, unrestricted
stock and stock options to our officers, directors, employees and to contractors
and other persons that provide services to the Company. The 2008 Stock Plan's
purpose is to support our ongoing efforts to attract and retain persons of
exceptional talent to serve the Company and to enable us to provide equity
incentives to such persons to that end. On the date the 2008 Stock Plan was
approved by our Board of Directors, the Board also approved the award, pursuant
to the 2008 Stock Plan, of (i) 4,000,000 shares of our common stock, (ii)
immediately vesting stock options to purchase 10,710,000 shares of our common
stock and (iii) performance vesting stock options to purchase 17,700,000 shares
of our common stock.

On January 23, 2008, we entered into a stock repurchase agreement with XStream
Beverage Network, Inc. ("XStream") to repurchase the sixty million five hundred
thousand (60,500,000) shares of our common stock that we issued to XStream in
connection with our acquisition of Beverage Network of Maryland, Inc. As
consideration for the stock repurchase, we issued to XStream a $700,000
convertible note convertible into shares of our Common Stock if we default in
payments under the note or fail to pay down $500,000 in principal of an earlier
note issued to XStream on or before May 1, 2008.

NAME CHANGES

The Company was incorporated in 1992 under the name of MedEx, Inc. Pursuant to
the merger of STG Corp., a Delaware corporation, with and into the Company, we
amended our Articles of Incorporation to change our name to MedEx Corp. On
October 21, 2002, Aussie Apparel Group, Ltd., a Nevada corporation, was merged
with and into us, and pursuant to the merger, we changed our name to Aussie
Apparel Group Ltd. Because the shareholders of Aussie Apparel became the
controlling shareholders of the Company after the exchange, Aussie Apparel was
treated as the acquirer for accounting purposes. Accordingly, the financial
statements, as presented herein, are the historical financial statements of
Aussie Apparel and include the transactions of MedEx Corp. only from the date of
acquisition, using reverse merger accounting.

We changed our name to Bluetorch Inc. ("Bluetorch") on October 24, 2003. On
April 19, 2005 in accordance with a Mutual Settlement and Release Agreement, the
Company amended its articles of incorporation to implement a name change of the
Company. Effective April 20, 2005 the Company's new name became Pacific Crest
Investments. Following the public announcement of our new name, we received
notice that another corporation had a name similar to Pacific Crest Investments.
In order to avoid potentially prolonged and expensive litigation, we agreed to
change our name again, and effective May 5, 2005, our new name became Pacific
Peak Investments.

On October 10, 2005, we changed our name to Global Beverage Solutions, Inc. to
emphasize our concentration in the beverage industry.

NARRATIVE DESCRIPTION OF BUSINESS

BUSINESS SUMMARY

BEVERAGE OPERATIONS

We intend to pursue a business model whereby we acquire majority ownership
stakes in beverage-related companies. In this regard, we plan to remain active
in the imported bottled water category and alternative or "New Age" beverage
category (such as mildly flavored water, fruit drinks, sports and energy drinks,
soy-based beverages and other non-conventional beverages) through our two wholly
owned subsidiaries, Aqua Maestro, Inc. and Beverage Network of Maryland, Inc.

Through these subsidiaries, we engage in the distribution of New Age beverages
and imported bottled water through direct store delivery distribution, sales to
third party distributes and the Internet. Our customers include retail grocery
stores, special stores, convenience stores, health food stores, hotels,
restaurants and delis and food service distributors.

Global and our subsidiaries employ a total of forty-four persons, with three
employed by Global, thirty-two employees working at Beverage Network of
Maryland, Inc. and nine employees working at Aqua Maestro, Inc.

OPERATION AS A BDC

Under our election to be governed as a BDC under the 1940 Act, we engaged in the
business of providing investors with the opportunity to participate, with a
modest amount in venture capital, in investments that are generally not
available to the public and that typically require substantially larger
financial commitments. In addition, we provided professional management and
administration that might otherwise be unavailable to investors if they were to
engage directly in venture capital investing. When regulated as a BDC under the
1940 Act, we operated as a non-diversified company as that term is defined in
Section 5(b)(2) of the 1940 Act. We could not cease to be, or withdraw our
election as, a BDC without the approval of the holders of a majority of our
outstanding voting stock as defined under the 1940 Act.

As a BDC, we were required to invest at least 70% of our total assets in
qualifying assets, which, generally, are securities of companies that are not
investment companies and that:

o do not have a class of securities registered on an exchange or
included in the Federal Reserve Board's over-the-counter margin
list;
o are actively controlled by a BDC and have an affiliate of a BDC on
their board of directors; or
o meet such other criteria as may be established by the SEC.

Qualifying assets also include cash, cash equivalents, U.S. Government
securities and high-quality debt investments maturing within one year or less
from the date of investment. We also were required to offer to provide
significant managerial assistance to our qualifying portfolio companies. We
could invest the remaining 30% of our total assets in non-qualifying assets,
including debt and/or equity securities of companies that may be larger or more
stabilized than target portfolio companies.

COMPETITION

We face competition on a nationwide basis. Competition for our products will
come primarily from companies with widespread distribution and established
brands. We believe that our ability to compete successfully depends upon a
number of factors, including: market presence; customer service and
satisfaction; the capacity, reliability and security of our delivery network;
convenience; the pricing policies of our competitors; and the introduction of
new products and services by our competitors and by us. There are risks
associated with the beverage industry relating to competition due to the fact
that many of the competitive products are controlled by and marketed by the
largest competitors in the industry.

CURRENT OPERATIONS AND INVESTMENTS
----------------------------------

BEVERAGE NETWORK OF MARYLAND, INC. ("BNM")
- ------------------------------------------

On February 23, 2007, we completed the purchase of BNM from XStream Beverage
Network, Inc. ("XStream"). The transaction was structured as a merger of BNM
into our wholly owned subsidiary Global Merger Corp. pursuant to an Agreement
and Plan of Merger between the parties dated January 31, 2007, and as amended
February 23, 2007. Based in Jessup, Maryland, BNM engages in the distribution of
beverages in the Mid-Atlantic States, focusing on New Age beverage brands.
Through BNM and its ten sales representatives and twelve delivery vehicles, we
offer brands such as Fiji, Arizona and Welch's and service approximately 2,000
retail accounts in the Mid Atlantic region, including several large brand name
retailers.

As a part of the transaction we issued 60,500,000 shares of our common stock and
a $2,000,000 note payable to XStream (the "XStream Secured Note"). At closing,
we paid $229,000 on the XStream Secured Note and pursuant to the agreements were
to pay 40% of any subsequent cash proceeds received from the February 5, 2007
Form 1-E Offering. The remaining note balance was to be paid in monthly
installments of $25,000 commencing September 1, 2007. Additionally, we were to
apply 35% of the net proceeds of any equity capital raised by us while the
XStream Secured Note remained outstanding to reduce the XStream Secured Note.

On January 23, 2008, we entered into a Stock Repurchase Agreement with XStream
by which we repurchased the 60,500,000 shares of our common stock originally
issued to XStream. As consideration for the purchase, we issued a convertible
note in the principal amount of $700,000 (the "XStream Convertible Note"). The
XStream Convertible Note bears interest at the prime rate plus 2% and matures on
October 31, 2008. The XStream Convertible Note is convertible into shares of our
common stock as the conversion price specified in the Stock Repurchase Agreement
with XStream if we default in the repayment of amounts due under the XStream
Convertible Note or if we fail to pay $500,000 to Laurus Master Fund, Ltd.
("Laurus") on or before May 1, 2008 pursuant to the letter agreement described
in the following paragraph.

On January 23, 2008, and in conjunction with the stock repurchase described in
the previous paragraph, we entered into a letter agreement with Laurus and
XStream (the "Letter Agreement"). In connection with the Letter Agreement,
XStream collaterally assigned both the XStream Secured Note and the XStream
Convertible Note to Laurus. Under the Letter Agreement, we agreed to pay to
Laurus $500,000 in repayment of a portion of the outstanding balance of the
XStream Secured Note by May 1, 2008. Upon making the $500,000 payment, Laurus
agreed to release certain liens it has on the inventory of BNM and XStream, and
Laurus and XStream agreed to terminate a stock pledge agreement with respect to
the stock of BNM and a master security agreement securing collateral on our
obligations under the Secured Note.

Simultaneously, and in conjunction with, the stock repurchase and the Letter
Agreement discussed above, we entered into a second amendment ("Amendment No.
2") of the XStream Secured Note. Amendment No. 2 accelerated the maturity date
of the note from March 31, 2011 to October 31, 2008 and removed the requirement
for monthly payments of $25,000. The XStream Secured Note had a principal
balance of $1,072,453 and accrued interest of $29,079 at December 31, 2007.

BNM had unaudited net revenue of $7,225,279 and a net loss of $12,391,848,
including an asset impairment of $11,831,318 in the ten months ended December
31, 2007, the period it was owned by Global.

AQUA MAESTRO, INC. ("AM")
- -------------------------

On March 29, 2007, we completed the purchase of AM from its shareholders. The
transaction was structured as a merger of AM into our wholly owned subsidiary,
Global Beverage Acquisition Corp. pursuant to an Agreement and Plan of Merger
and Reorganization between the parties dated March 29, 2007.

Consideration paid to the prior shareholders of AM for the acquisition of AM
included $500,000 in cash, $300,000 of which was paid at closing and the balance
payable in equal monthly installments of $22,222 beginning April 15, 2007,
10,000,000 shares of our common stock and the right to certain earn-out
payments. At December 31, 2007, the note had a principal balance of $15,749 and
accrued interest balance of $1,850. The earn-out is a percentage of defined
gross profit equal to 10% of calendar 2008 gross profit, 5% of calendar 2009
gross profit and 3% of calendar 2010 gross profit.

With its business offices in Boca Raton, Florida and its logistics in Fort
Lauderdale, Florida, AM is engaged in the wholesale and retail distribution of
domestic and imported bottled water, comprising over forty brands and over one
hundred-seventy different items, to retailers through Company-owned distribution
centers, third-party distributors. AM's wholesale client base spans across North
America and the Caribbean, and includes well-known hotels and resorts. In
addition, AM provides retail home delivery distribution of its bottled water
products to end-consumers through its Internet site at aquamaestro.com.

AM had unaudited net revenue of $1,585,381 and a net loss of $1,602,116
including an asset impairment of $1,321,606 in the nine months ended December
31, 2007, the period it was owned by Global.

SOS RESOURCE SERVICES, INC. ("SOS")
- -----------------------------------

On October 9, 2007, we sold the Partners Secured Note (described below) to SOS
for an aggregate purchase price of $700,000. The purchase price included an
initial cash payment of $100,000 and a promissory note for $600,000, which was
due in weekly installments of $75,000 commencing October 22, 2007 and with the
final balance due December 10, 2007. As of December 31, 2007, we have received
only $12,000 of the $600,000 note, leaving a balance due of $588,000. Due to
uncertainty of collection, we recorded an unrealized loss of $588,000.

RUDY PARTNERS, LTD. ("PARTNERS")
- --------------------------------

On January 18, 2007, we executed an agreement with Partners wherein we agreed to
sell our 80% interest in Rudy for an 8% secured promissory note in the amount of
$6,000,000 (the "Partners Secured Note") plus assumption of the advances and
receivables owed to us by Rudy. The agreement closed on May 11, 2007. The
Partners Secured Note was collateralized by 11,000,000 shares of our common
stock held by the owners of Partners and was payable in six annual installments
of $1,000,000 commencing January 31, 2008. The Partners Secured Note was sold to
SOS.

RUDY BEVERAGE, INC. ("RUDY")
- ----------------------------

On November 17, 2005, we executed a Stock Purchase Agreement with the
shareholders (the "Rudy Sellers") of Rudy, a Nevada corporation, whereby we
exchanged 6,000,000 shares of our common stock for 80% of the issued and
outstanding common stock of Rudy. The Rudy Sellers were eligible to receive up
to 10,000,000 additional shares of our common stock if Rudy achieved certain
sales and net revenue goals by the twelve month periods ending June 30, 2007 and
2008. Rudy was founded by Rudy Ruettiger and Drew Carver to create a unique line
of beverages higher in nutritional value but lower in sugar than existing
brands. Rudy currently has developed two distinct products: Rudy Flying Colors,
catering to elementary school aged children; and Rudy Revolution, a sport drink
aimed at athletes of all ages. The goal of the Rudy line of beverages is to
create flavorful juice blends which are low in sugar.

We originally valued our investment in Rudy at December 31, 2006, based on the
estimated value of the collateral on the Partners note of $3,375,000, resulting
in an original adjustment of $3,294,760 as unrealized depreciation of our
investment and recorded a bad debt expense of $88,218 for our receivable from
Rudy for interest accrued on loans. Subsequent to December 31, 2006, based on
the decline in the collateral on the Partners note, that is, the shares of our
common stock, we recorded an additional adjustment of $1,800,000 under guidance
in FAS 5 for the additional decline in our common stock as of April 24, 2007.

At December 31, 2007, we had receivables from Rudy in the total amount of
$1,818,043 on which we have recorded unrealized depreciation for the full amount
of the receivable. Partners agreed to convert any notes payable by Rudy to us,
once Partners becomes publicly-traded or a subsidiary of a publicly-traded
company, into no more than 20% of the common stock of the publicly traded
entity, based upon the market value of the public entity's common stock.

EON BEVERAGE GROUP, INC. ("EON")
- --------------------------------

On July 8, 2005, we consummated the transactions contemplated by the Share
Purchase Agreement (dated June 28, 2005) with EON, a manufacturer of structured
water, and, as a result, we invested $400,000 in exchange for 9% of the issued
and outstanding common stock of EON. The Company also made loans in the amount
of $611,500 to EON. During the first quarter of 2006, shareholders of the
Company contributed their stock in EON to us, which increased our ownership to
44%. While EON expected to sell a substantial volume of its structured water to
Rudy for use in certain of its drinks, our Board of Directors has determined
that EON will not achieve profitability without substantial additional
investment, which we are unwilling to provide. Accordingly, we fully reserved
our investment of $400,000 and fully reserved our advances of $611,500 for a
total unrealized depreciation expense of $1,011,500 at September 30, 2006.
Accounts receivable in the amount of $50,369 for interest charges and management
fees were also fully reserved at September 30, 2006.

TITANIUM DESIGN STUDIO, INC. ("TDS")
- ------------------------------------

On June 6, 2005, we signed a Share Purchase Agreement with TDS, a Nevada
corporation, whereby we invested $200,000 in cash in exchange for 8% of the
issued and outstanding common stock of TDS. TDS has a proprietary manufacturing
process which allows it to cast precision titanium jewelry resulting in a level
of detail not obtainable by milling titanium. Early in 2006, TDS relocated its
operations to Thailand in order to access cheaper labor. As a result of our
reduced influence on operations, our Board of Directors fully reserved our
investment of $200,000 on December 31, 2005.

FORMER PORTFOLIO COMPANIES
--------------------------

As of December 31, 2006 (and prior to the acquisition of BNM and AM), Global had
two wholly owned subsidiary companies, Unboxed Distribution, Inc. ("Unboxed")
and Total Sports Distribution, Inc. ("Total Sports"), active in the apparel
industry. The operations of Unboxed and Total Sports were discontinued early in
2005 when it became evident that they would not be able to attain profitability
within a reasonable period of time. During 2005, we also exchanged our 51%
investment in Island Tribe, Inc. ("Island Tribe") for the 12,000 shares of our
common stock which we had initially issued to acquire Island Tribe.

We signed an acquisition agreement in December 2002 with Australian-based
Federation Group for the Hot Tuna, Xisle and Piranha Boy brands. We then spent
most of 2003 and the early part of 2004 restructuring our portfolio of apparel
brands.

We rescinded our acquisition agreement for Hot Tuna, Xisle and Piranha Boy in
November 2003 and assigned the rights for the three brands to Frontier
International Holdings Pty Ltd. In addition, we changed our name from Aussie
Apparel Group Ltd. to Bluetorch Inc. in recognition of this brand restructuring
and our move away from the original portfolio of Australian apparel brands. We
replaced the intended Australian portfolio of brands with other brands including
Bluetorch, True Skate Apparel (TSABrand), Airwalk and Island Tribe.

UNBOXED
- -------

In September 2003, Unboxed signed a licensing agreement (with option to acquire)
with Gotcha Brands, Inc. for the Bluetorch label.

On March 12, 2005, Global and Unboxed signed a Mutual Settlement and Release
Agreement with Gotcha Brands Inc., the Bluetorch licensor. This agreement
required Unboxed to cease the selling and marketing of Bluetorch apparel, and we
also agreed to change our corporate name by April 20, 2005.

This wholly owned subsidiary has been inactive since March 12, 2005.

TOTAL SPORTS
- ------------

On January 10, 2004, Total Sports entered into a license agreement (with an
option to purchase) with Krash Distribution Inc. to license the True Skate
Apparel (TSABrand) name for apparel and accessories.

On February 19, 2004, Total Sports signed a definitive agreement with Collective
Licensing International, LLC to license the Airwalk brand for apparel in the
United States market. On March 22, 2005, Global and Total Sports signed a Mutual
Settlement and Release Agreement with Collective Licensing International, LLC,
the licensor of the Airwalk apparel brand. This agreement required Total Sports
to cease selling and marketing Airwalk apparel. On July 1, 2005, Global and
Total Sports signed a Mutual Settlement and Release Agreement with Krash
Distribution Inc., the licensor of TSABrand apparel. This agreement required
Total Sports to cease selling and marketing of TSABrand apparel.

This wholly owned subsidiary has been inactive since July 1, 2005.

ISLAND TRIBE
- ------------

In accordance with a Stock Purchase Agreement dated August 20, 2004, we
purchased for 12,000 restricted shares of our common stock, a 51% interest in
Island Tribe, a surf apparel company. This transaction was effective August 1,
2004 and the investment was valued at $372,000, based upon the trading price of
our common stock at the time of the transaction. Over the next 4 years, the
purchase agreement provided for us to receive an additional 24% ownership of
Island Tribe. On November 20, 2005, we returned our 51% interest in Island Tribe
in exchange for the 12,000 shares we had originally issued for the acquisition
and cancelled the shares.

ITEM 1A: RISK FACTORS

The risks set out below are not the only risks we face. If any of the following
risks occur, our business, financial condition and results of operations could
be materially adversely affected. In such case, our net asset value and the
trading price of our common stock could decline, and you may lose all or part of
your investment. The following risks affect us and our business:

GENERAL RISK FACTORS
- --------------------

INVESTMENTS IN OUR STOCK BY NEW SHAREHOLDERS MAY BE AT A HIGHER COST PER SHARE
THAN THAT PAID BY PRIOR INVESTORS.

Due, in part, to increases in our share price, some of our present shareholders
have acquired an interest in us at a total cost substantially less than the
total cost that newer investors will likely pay for their shares. Therefore, the
newer investors will bear a greater proportion of the risk of loss (measured by
the cost of shares). As of February 29, 2008, there were 950,000,000 shares of
common stock authorized and 98,760,094 common shares outstanding. All shares
were considered issued at their par value.

WE MAY SELL ADDITIONAL EQUITY IN THE FUTURE THAT MAY DILUTE THE VALUE OF YOUR
INVESTMENT.

Reductions in the price of our stock resulting from the performance of our
subsidiaries or other market conditions might result in stock being sold to new
investors, including management, at prices below the price paid by you. Senior
management may be granted the right, and others may have the right, under
certain circumstances, to acquire additional shares of our stock at a price
equal to the market price as it exists at a point in the future. If such a grant
of a right occurred at a time where the price of the stock has fallen relative
to the current market value and falls below the price paid by you, management
might be given the right to purchase stock at a price below your cost. In either
of these cases, the value of your investment would be further diluted.

NEED FOR ADDITIONAL CAPITAL.

Unforeseen events, problems or delays may occur that would require the Company
to seek additional debt and/or equity financing, which may not be available on
favorable terms, if at all, sooner than expected to meet its requirements, and
the Company may need additional capital to fund its growth, acquisition and
development objectives that are part of its business strategy. In the event that
the Company cannot obtain additional funds if and when needed, the Company may
be forced to curtail or cease some or all of its activities.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF MANAGEMENT.

We have instituted provisions in our articles of incorporation and our bylaws
indemnifying, to the extent permitted under applicable law, our current and
former directors, officers, employees and agents against any loss, liability or
expenses incurred as a result of such persons action or omission in connection
with our affairs, other than that which involves intentional misconduct, fraud
or knowing violation of the law. Therefore, to the extent that these provisions
provide any protection to management, that protection may limit the right of a
shareholder to collect damages from members of management. Management is
accountable to the shareholder as a fiduciary and, consequently, members of
management are required to exercise good faith and integrity in handling our
affairs.

OUR BUSINESS MAY BECOME SUBJECT TO EXTENSIVE ADDITIONAL REGULATION AT THE
FEDERAL AND STATE LEVELS. THE VALUE OF SECURITIES OWNED BY US MAY BE ADVERSELY
IMPACTED BY SUBSEQUENT REGULATORY CHANGES.

Our operations are and will be affected by current and future legislation and by
the policies established from time to time by various federal and state
regulatory authorities. It is not possible to predict what changes, if any, will
be made to existing federal and state legislation and regulations or the effect
that such changes may have on our future business and earnings prospects. Our
investment strategy as a BDC included the purchase of unregistered securities in
both private companies as well as private placements offered by public
companies, and we may continue to acquire unregistered securities in private
companies as part of our strategy to grow our beverage business. We are able to
purchase securities pursuant to exemptions to the registration requirements of
United States Federal securities laws. Changes in such laws or their
interpretation could adversely impact our ability to resell such securities
which would have a negative effect on the value of such securities as well as
impact our overall business strategy and the liquidity of our investments. In
such an event, we may need to reformulate our business strategy.

WE CANNOT GUARANTEE DIVIDENDS PAYMENTS TO OUR STOCKHOLDERS.

We are allowed by our articles of incorporation and/or by-laws to pay dividends
to our stockholders. However, there can be no guarantee we will have sufficient
revenues to pay dividends during any period. Investors in need of liquidity
through the payment of dividends should refrain from common stock which does not
have a dividend requirement.

INVESTING IN OUR SHARES MAY INVOLVE A HIGH DEGREE OF RISK.

The investments and acquisitions we make in accordance with our business
strategy may result in a higher amount of risk than alternative acquisition and
investment options. Our acquisitions and investments in beverage related
operating entities may be speculative and aggressive, and therefore, an
investment in our shares may not be suitable for someone with low risk
tolerance.

THE MARKET PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY.

The market price and liquidity of the market for shares of our common stock may
be significantly affected by numerous factors, some of which are beyond our
control and may not be directly related to our operating performance. These
factors, may adversely affect our ability to raise capital through future equity
financings. These factors include (without limitation):

o significant volatility in the market price and trading volume of
securities of companies in the beverage industry, which are not
necessarily related to the operating performance of these
companies;

o changes in regulatory policies or tax guidelines applicable to the
Company;

o our common stock is unlikely to be followed by any market
analysts, and there may be few institutions acting as market
makers for our common stock which can adversely affect its price;

o changes in earnings or variations in operating results;

o any shortfall in revenue or net income or any increase in losses
from levels expected by investors or securities analysts;

o departure of one or more of our key personnel;

o operating performance of companies comparable to us;

o potential legal and regulatory matters;

o changes in prevailing interest rates;

o general economic trends and other external factors; and

o loss of a major funding source.

WE MAY EXPERIENCE FLUCTUATIONS IN OUR FINANCIAL AND OPERATIONAL RESULTS.

We could experience fluctuations in our financial and operational results due to
a number of factors, including (without limitation) the level of our expenses,
the degree to which we encounter competition in our markets, changes in the
beverage industry, and general economic conditions. As a result of these
factors, results for any period should not be relied upon as being indicative of
performance in future periods.

ECONOMIC RECESSIONS OR DOWNTURNS COULD IMPAIR OUR SUBSIDIARIES AND HARM OUR
OPERATING RESULTS.

Our subsidiaries will generally be affected by the conditions and overall
strength of the national, regional and local economies. These factors also
impact the amount of growth in the beverage industry. Additionally, these
factors could adversely impact the customer base of Global and our subsidiaries.
As a result, we and our subsidiaries may be susceptible to economic slowdowns or
recessions. Economic slowdowns or recessions could lead to financial losses in
our subsidiaries and a decrease in revenues, net income and assets. Unfavorable
economic conditions also could increase our funding costs, limit our access to
the capital markets or result in a decision by lenders not to extend credit to
us. These events could harm our operating results and financial conditions, and
therefore, adversely affect our ability to meet our obligations under the
Convertible Debentures.

WE MAY NOT REALIZE GAINS OR INCOME FROM OUR INVESTMENTS.

While our business strategy, after de-election of BDC status, now involves
acquiring and growing brands within the beverage industry, we have also made
investments in portfolio companies when we were a BDC. While we have sought to
generate both current income and capital appreciation, the companies that we
acquire and the securities in which we have invested may not appreciate and, in
fact, may decline in value, and the issuers of debt securities, in which we have
invested, may default on interest and/or principal payments. Accordingly, we may
not be able to realize gains from our business acquisitions and investments, and
any gains that we do realize may not be sufficient to offset any losses we
experience.

YOUR INFLUENCE IN MATTERS REQUIRING SHAREHOLDER ACTION WILL BE SUBJECT TO THE
PROBABILITY THAT MOST SHAREHOLDERS WILL FOLLOW MANAGEMENT'S DIRECTION.

While no officer or director holds a large percentage of the issued and
outstanding shares of our voting securities, there are no major stockholders
with a controlling interest and no consortium of stockholders has been
identified with a block of control or who would likely exercise voting control
over matters that may be submitted to our stockholders for approval. Without
such a controlling block, management positions will be the most likely to be
presented to stockholders and more likely to influence stockholder decisions
(assuming that stockholders will likely "vote with" management). Therefore,
while the number of shares controlled by the officers and directors is less than
a majority, their position as managers of the Company is material and
significant.

THERE MAY BE IMPEDIMENTS TO HOSTILE TAKEOVERS OF THE COMPANY.

Our Board of Directors has the authority to issue shares of our stock, up to the
maximum amount of shares authorized in our Articles of Incorporation, without
further action by our stockholders, and the issuance of stock under certain
circumstances could have the effect of delaying or preventing a change in
control of the Company or may deter takeover attempts. Furthermore, we are
subject to provisions of the Nevada Revised Statutes that may make it difficult
for a potential acquirer to exert control over our Board of Directors and may
discourage attempts to gain control without the consent of the Board of
Directors.

OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE MARKET
FOR TRADING IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK
CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") which
establishes the definition of a "penny stock," for the purposes relevant to us,
as any equity security that has a market price of less than $5.00 per share or
option to acquire any equity security with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require:

o that a broker or dealer approve a person's account for
transactions in penny stocks; and

o the broker or dealer has received from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the
broker or dealer must:

o obtain financial information and investment experience objectives
of the person; and

o make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

o sets forth the basis on which the broker or dealer made the
suitability determination; and

o that the broker or dealer received a signed, written agreement
from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the commissions payable
to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases
of fraud in penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks.

RISKS RELATED TO OUR BUSINESS
- -----------------------------

DOWNTURNS IN THE BEVERAGE INDUSTRY.

We operate in the beverage industry, and specifically in the bottled water and
"New Age" beverage sectors. Our financial condition could be significantly
adversely affected by industry factors which may cause our subsidiaries to
perform poorly and, consequently, affect our financial condition. The beverage
industry is subject to many risks. Our definition of beverage, as used in the
context of the beverage industry, is broad and includes both alcoholic and
non-alcoholic beverages and waters and flavored water and different sectors in
the beverage industry may be subject to variable risks and economic pressures.
As a result, it will be difficult to anticipate the impact of changing economic
and political conditions on our operations and on our subsidiaries, and, as a
result, our financial results. The revenues, income (or losses) and valuations
of beverage companies can fluctuate suddenly and dramatically due to any one or
more of the following factors:

o DEMAND RISK. Beverages have sustained growth as more people opt
for higher-priced alternatives to "tap-water" but this is an
industry phenomenon and may be reversed. A decline in consumer
demand for such higher-priced alternatives to tap water, including
bottled water, flavored water, sports drinks and other drinks
would affect many of the companies in the beverage industry
including us and our subsidiaries.
o REGULATORY RISK. The profitability of beverage companies could be
adversely affected by changes in the regulatory environment. The
businesses of beverage companies are heavily regulated by federal,
state and local governments in diverse manners, both as to quality
and health factors and claims for benefits. Such regulation can
change over time in scope and intensity.
o COSTS OF PRODUCTION RISK. The profitability of beverage companies
may be materially impacted by costs associated with production
including raw materials and political factors where some raw
materials originate across national or even state boundaries.
Where raw materials may include fruits and vegetables,
unseasonable extreme weather patterns could affect production and
hence, costs.
o OPERATIONAL RISK. Like most industries, beverage companies are
subject to various operational costs, and risks arise in the
unforeseen increases in cost within the industry.

DEMAND FOR OUR PRODUCTS MAY BE ADVERSELY AFFECTED BY CHANGES IN CONSUMER
PREFERENCES AND TASTES OR IF WE ARE UNABLE TO INNOVATE OR MARKET OUR PRODUCTS
EFFECTIVELY.

We are a consumer products company operating in highly competitive markets and
rely on continued demand for our products. To generate revenues and profits, we
must sell products that appeal to our customers and to consumers. Any
significant changes in consumer preferences and any inability on our part to
anticipate and react to such changes could result in reduced demand for our
products and erosion of our competitive and financial position. Our success
depends on our ability to respond to consumer trends, such as consumer health
concerns about obesity, product attributes and ingredients. In addition, changes
in product category consumption or consumer demographics could result in reduced
demand for our products. Consumer preferences may shift due to a variety of
factors, including the aging of the general population, changes in social
trends, changes in travel, vacation or leisure activity patterns, weather,
negative publicity resulting from regulatory action or litigation against
companies in the industry, or a downturn in economic conditions. Any of these
changes may reduce consumers' willingness to purchase our products.

Our continued success is also dependent on our product innovation, including
maintaining a robust pipeline of new products, and the effectiveness of our
advertising campaigns and marketing programs. There can be no assurance as to
our continued ability either to develop and launch successful new products or
variants of existing products, or to effectively execute advertising campaigns
and marketing programs. In addition, both the launch and ongoing success of new
products and advertising campaigns are inherently uncertain, especially as to
their appeal to consumers. Our failure to successfully launch new products could
decrease demand for our existing products by negatively affecting consumer
perception of existing brands, as well as result in inventory write-offs and
other costs.

IF WE ARE NOT ABLE TO BUILD AND SUSTAIN PROPER INFORMATION TECHNOLOGY
INFRASTRUCTURE, OUR BUSINESS COULD SUFFER.

We depend on information technology as an enabler to improve the effectiveness
of our operations and to interface with our customers, as well as to maintain
financial accuracy and efficiency. If we do not allocate and effectively manage
the resources necessary to build and sustain the proper technology
infrastructure, we could be subject to transaction errors, processing
inefficiencies, the loss of customers, business disruptions, or the loss of or
damage to intellectual property through security breach.

OUR OPERATING RESULTS MAY BE ADVERSELY AFFECTED BY INCREASED COSTS, DISRUPTION
OF SUPPLY OR SHORTAGES OF RAW MATERIALS AND OTHER SUPPLIES.

We and our suppliers use various raw materials and other supplies in our
businesses. Our key packaging materials include PET resin used for plastic
bottles, aluminum used for cans, glass bottles and cardboard. Fuel and natural
gas are also important commodities due to their use in our supplier's plants and
in the trucks delivering our products. Some of these raw materials and supplies
are available from a limited number of suppliers. We are exposed to the market
risks arising from adverse changes in commodity prices affecting the cost of our
raw materials and energy. The raw materials and energy which our suppliers use
for the production of our products are largely commodities that are subject to
price volatility and fluctuations in availability caused by changes in global
supply and demand, weather conditions, agricultural uncertainty or governmental
controls. Our suppliers purchase these materials and energy mainly in the open
market. If commodity price changes result in unexpected increases in costs of
raw materials and/or energy, we may not be able to increase our prices to offset
these increased costs without suffering reduced volume, revenue and operating
income.

Our profitability may also be adversely impacted due to water scarcity and
regulation. Water is a limited resource in many parts of the world. As demand
for water continues to increase, we and our business partners may face
disruption of supply or increased costs to obtain the water needed to produce
our products.

OUR BUSINESS COULD SUFFER IF WE ARE UNABLE TO COMPETE EFFECTIVELY.

Our businesses operate in highly competitive markets. We compete against global,
regional and private label manufacturers on the basis of price, quality, product
variety and effective distribution. Increased competition and actions by our
competitors could lead to downward pressure on prices and/or a decline in our
market share, either of which could adversely affect our results.

DISRUPTION OF OUR SUPPLY CHAIN COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our ability and that of our suppliers, including bottlers, contract
manufacturers, and retailers, to make, move and sell products is critical to our
success. Damage or disruption to our or their manufacturing or distribution
capabilities due to weather, natural disaster, fire or explosion, terrorism,
pandemics such as avian flu, strikes or other reasons, could impair our ability
to manufacture or sell our products. Failure to take adequate steps to mitigate
the likelihood or potential impact of such events, or to effectively manage such
events if they occur, could adversely affect our business, financial condition
and results of operations, as well as require additional resources to restore
our supply chain.

TRADE CONSOLIDATION OR THE LOSS OF ANY KEY CUSTOMER COULD ADVERSELY AFFECT OUR
FINANCIAL PERFORMANCE.

We must maintain mutually beneficial relationships with our key customers,
including our retailers and bottling partners, to effectively compete. There is
a greater concentration of our customer base generally due to the continued
consolidation of retail trade. As retail ownership becomes more concentrated,
retailers demand lower pricing and increased promotional programs. Further, as
larger retailers increase utilization of their own distribution networks and
private label brands, the competitive advantages we derive from our distribution
systems and brand equity may be eroded. Failure to appropriately respond to
these trends or to offer effective sales incentives and marketing programs to
our customers could reduce our ability to secure adequate shelf space at our
retailers and adversely affect our financial performance.

CHANGES IN THE LEGAL AND REGULATORY ENVIRONMENT COULD LIMIT OUR BUSINESS
ACTIVITIES, INCREASE OUR OPERATING COSTS, REDUCE DEMAND FOR OUR PRODUCTS OR
RESULT IN LITIGATION.

The conduct of our businesses, and the production, distribution, sale,
advertising, labeling, safety, transportation and use of many of our products,
are subject to various laws and regulations administered by federal, state and
local governmental agencies in the United States, as well as to foreign laws and
regulations administered by government entities and agencies in markets in which
we operate.

These laws and regulations may change, sometimes dramatically, as a result of
political, economic or social events. Such regulatory environment changes
include changes in food and drug laws, laws related to advertising and deceptive
marketing practices, accounting standards, taxation requirements, competition
laws and environmental laws, including laws relating to the regulation of water
rights and treatment. Changes in laws, regulations or governmental policy and
the related interpretations may alter the environment in which we do business
and, therefore, may impact our results or increase our costs or liabilities. In
particular, governmental bodies in jurisdictions where we operate may impose new
labeling, product or production requirements, or other restrictions.

DEPENDENCE ON MANAGEMENT.

The Company will be substantially dependent upon the efforts and abilities of
Jerry Pearring, Brett Spitalny, and other members of the Company's senior
management team. The loss or unavailability to the Company of any of these
individuals could have a material adverse effect upon the Company's business,
financial condition and operating results.

IF WE ARE UNABLE TO HIRE OR RETAIN KEY EMPLOYEES, IT COULD HAVE A NEGATIVE
IMPACT ON OUR BUSINESS.

Our continued growth requires us to develop our leadership bench and to
implement programs designed to retain talent. However, there is no assurance
that we will continue to be able to hire or retain key employees. We compete to
hire new employees, and then must train them and develop their skills and
competencies. Our operating results could be adversely affected by increased
costs due to increased competition for employees, higher employee turnover or
increased employee benefit costs. Any unplanned turnover could deplete our
institutional knowledge base and erode our competitive advantage.

ITEM 2: PROPERTIES

We maintain our corporate offices at 2 S. University Drive, Suite 220,
Plantation, Florida 33324. We occupy the property pursuant to a lease agreement,
which calls for monthly payments of $4,455 through May 31, 2008; $5,198 through
May 31, 2009; and $5,940 through May 31, 2011. AM has a warehouse lease, which
requires monthly rental of $4,938 through October 2008 and $5,089 through
December 2008 and an office lease which requires monthly rental of $2,100
through May 31, 2008 and $2,205 through May 31, 2009. Beverage Network of
Maryland has an office and warehouse lease which is currently on a
month-to-month basis at a rental of approximately $27,000.

ITEM 3: LEGAL PROCEEDINGS

We are in the process of finalizing a settlement with the SEC regarding our past
difficulty in complying with the 1940 Act. At this time, it does not appear that
we will incur any fines or penalties under this settlement. Otherwise, we are
not currently subject to any legal proceedings, nor, to our knowledge, is any
legal proceeding threatened against us. From time to time, we may be a party to
certain legal proceedings in the ordinary course of business, including
proceedings relating to the enforcement of our rights under contracts. While the
outcome of these legal proceedings, if any, cannot be predicted with certainty,
we do not expect that these proceedings will have a material effect upon our
financial condition or results of operations.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 13, 2007, stockholders representing more than a majority of the voting
power of the Company, acting by written consent, approved and authorized our
Board of Directors to withdraw the Company's election to be treated as a BDC
under the 1940 Act by filing a Form N-54C with the SEC. The Company filed its
preliminary information statement on Schedule 14C on July 13, 2007 and the
definitive information statement on Schedule 14C on October 2, 2007 with the
SEC. The information statement was provided on behalf of our Board of Directors
to record holders of shares of our common stock as of the close of business on
the record date of July 13, 2007 to provide them notice that our Board of
Directors had recommended the de-election of BDC status and that stockholders
representing more than a majority of our voting power had approved the
de-election by written consent.

PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is traded on the over-the-counter bulletin board
stock market (the "OTC Bulletin Board") under the symbol "GBVS.OB".

For the periods indicated, the following table sets forth the high and low bid
prices per share of our common stock. These price quotations listed below
represent inter-dealer quotations without retail markup, markdown, or commission
and may not necessarily represent actual transactions. The high and low prices
during each quarter for the years ended December 31, 2007 and 2006 are as
follows:

QUARTER ENDED HIGH LOW

March 31, 2007 $ 0.45 $ 0.215
June 30, 2007 0.27 0.059
September 30, 2007 0.069 0.033
December 31, 2007 0.04 0.007

March 31, 2006 2.04 0.92
June 30, 2006 1.59 0.83
September 30, 2006 1.13 0.46
December 31, 2006 0.61 0.28

HOLDERS

As of April 8, 2008, there were 98,760,094 shares of common stock issued and
outstanding, held by approximately 368 shareholders of record, including
65,400,363 shares in the public float.

DIVIDENDS ON COMMON STOCK

We have not declared a cash dividend on our common stock in the last two fiscal
years and we do not anticipate the payment of dividends in the near future.
While generally we may not pay dividends on our common stock without first
paying dividends on our preferred stock, there are no shares of our preferred
stock currently outstanding. There are no other legal restrictions that
currently limit our ability to pay dividends on our common stock other than
those generally imposed by applicable state law.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We granted options to the three owners of an advertising vendor used by Rudy to
acquire 150,000 shares, each, of our common stock at an exercise price of $1.05
per share, the average price on the date of the grant, June 14, 2006. The stock
option agreements expire on June 14, 2011, are fully vested and allow for
payment of the exercise price in either cash or as an offset to their monthly
billing of a minimum of 20%. During the years ended December 31, 2007 and 2006,
these individuals exercised options and acquired 7,101 shares and 25,962 shares,
respectively, of our common stock, through offset to their monthly billing,
leaving a balance of options to acquire 416,937 shares. The following table
provides information as of December 31, 2007 with respect to compensation plans
(including individual compensation arrangements) under which our equity
securities are authorized for issuance:*

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EXERCISE FUTURE ISSUANCES UNDER
ISSUED UPON EXERCISE OF PRICE OF OUTSTANDING EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OPTIONS, WARRANTS AND (EXCLUDING SECURITIES
WARRANTS AND RIGHTS RIGHTS REFLECTED IN COLUMN (a))

PLAN CATEGORY (a) (b) (c)
- ----------------------------- -------------------------- ------------------------- -------------------------
Equity compensation plans -0- -0- -0-
approved by security holders
Equity compensation plans not 416,937 $1.05 -0-
approved by security holders

* The above table reflects only the equity compensation plans,
including individual compensation arrangements, as of December 31,
2007. The Global Beverage Solutions, Inc. 2008 Stock Plan discussed
below is not reflected in the table.

On January 2, 2008, we adopted the Global Beverage Solutions, Inc. 2008 Stock
Plan (the "Plan"). The Plan provides for equity compensation in the form of
awards of vested stock, restricted stock and stock options to our key employees,
officers and directors and to contractors and other persons or entities that
provide services to us. Our board of directors (or a committee designated by the
board of directors) administers the Plan and determines the awards to be issued
under the Plan. We have reserved 40,000,000 shares of our common stock to be
available for award under the Plan. There are no options outstanding under the
Plan at December 31, 2007.

There are two types of performance vesting stock options that were awarded under
the Plan. The first type becomes conditionally vested based upon the amount of
gross proceeds raised by the Company through certain financings during 2008. The
second type of performance vesting stock option becomes conditionally vested
upon the closing of a specified acquisition. Under both types of performance
vesting stock options, the conditionally vested options become fully vested and
exercisable in three equal annual installments, with the first installment
occurring on the date that the options become conditionally vested. The exercise
price of all stock options awarded under the Plan on January 2, 2008 was $0.012
per share.

RECENT SALES OF UNREGISTERED SECURITIES

Sales during the first three quarters of the fiscal year were reported in Item 2
of Part II of the Form 10-Q filed for each such quarter. During the fourth
quarter of 2007, 100,000 restricted shares of our common stock were issued on
October 18, 2007 to a note-holder of Aqua Maestro to extend the maturity date of
the note-holders' note for $75,000 from October 1, 2007 to March 31, 2008. These
shares issued were sold pursuant to an exemption from registration under Section
4(2) promulgated under the Securities Act of 1933, as amended.

REPURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no repurchase transactions to report for our fiscal year ended
December 31, 2007.

On January 23, 2008, we entered into a Stock Repurchase Agreement with XStream
by which we repurchased the 60,500,000 shares of our common stock originally
issued to XStream as consideration for our purchase of BNM. As consideration for
the repurchase, we issued a convertible note in the principal amount of $700,000
to XStream. The convertible note bears interest at the prime rate plus 2% and
matures on October 31, 2008.

ITEM 6: SELECTED FINANCIAL DATA

N/A

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS. Certain statements contained in this
report that are not historical fact are "forward-looking statements" as that
term is defined in the Private Securities Litigation Reform Act of 1995. The
words or phrases "will likely result," "are expected to," "will continue," "is
anticipated," "believes," "estimates," "projects" or similar expressions are
intended to identify these forward-looking statements. These statements are
subject to risks and uncertainties beyond our reasonable control that could
cause our actual business and results of operations to differ materially from
those reflected in our forward-looking statements. The safe harbor provisions
provided in the Securities Litigation Reform Act do not apply to forward-looking
statements we make in this report. Forward-looking statements are not guarantees
of future performance. Our forward-looking statements are based on trends which
we anticipate in our industry and our good faith estimate of the effect on these
trends of such factors as industry capacity, product demand and product pricing.
The inclusion of projections and other forward-looking statements should not be
regarded as a representation by us or any other person that we will realize our
projections or that any of the forward-looking statements contained in this
prospectus will prove to be accurate.

OVERVIEW

On January 2, 2008, we filed Form N-54C with the Securities and Exchange
Commission ("SEC") to notify the SEC of the withdrawal of our previous election
to be regulated as a BDC under sections 55 through 65 of the Investment Company
Act of 1940 (the "1940 Act"). A majority of the voting power of our common stock
voted to approve the recommendation of the Board of Directors to withdraw our
election to be regulated as a BDC.

We intend to pursue a business model whereby we acquire majority ownership
stakes in beverage-related companies. In this regard, we plan to remain active
in the imported bottled water category and alternative or "New Age" beverage
category (such as mildly flavored water, fruit drinks, sports and energy drinks,
soy-based beverages and other non-conventional beverages) through our two wholly
owned subsidiaries, Aqua Maestro, Inc. and Beverage Network of Maryland, Inc.

While operating as a BDC, Global provided equity and debt investment capital to
fund growth, acquisitions and recapitalizations of small market companies
primarily located in the United States.

LIQUIDITY AND CAPITAL RESOURCES - GOING CONCERN

At December 31, 2007, we had current assets of $2,882 and current liabilities of
$6,076,990 resulting in a working capital deficit of $6,074,108. At December 31,
2007, we had an accumulated deficit of $33,766,869 of which $16,770,467 was
unrealized.

In connection with our filing of N-54C on January 2, 2008, to notify the SEC of
the withdrawal of our election to be regulated as a BDC, we will in the future
prepare consolidated financial statements with our subsidiaries.

Our subsidiaries are projected to be profitable in 2008; however, they will
require $400,000 in additional funding for inventory and working capital to
achieve profitability. In addition, we will require $4,051,885 to meet our debt
service requirements and $750,000 to meet our corporate overhead.

We intend to engage in private placement offerings from time to time to provide
us with working capital to pay down certain of our debt obligations, for other
general corporate and operations uses, and to enable us to pursue our strategy
to develop and acquire bottled water and New Age beverage brands and
distribution platforms. In the event that we cannot obtain additional funds when
needed, however, we may be forced to renegotiate some or all of our debt and
curtail or cease some or all of our activities.

Whereas the Company believes it will be successful with its plans, due to market
factors and economic conditions, no assurance can be given that the required
financing will be available on favorable terms or at all. The financial
statements do not include any adjustments related to recoverability and
classification of assets carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.

RESULTS OF OPERATIONS

REVENUES -
In 2007, we had no revenues. We accrued revenues from Rudy for interest income
on loans in the amounts of $86,721 in 2006 and $1,497 in 2005. This entire
amount was written off to bad debt expense when the valuation adjustment to our
investment in Rudy was recorded, since it was unlikely to be collected. We
accrued interest income of $19,977 and $2,392 and management fee income of
$18,000 and $10,000, in 2006 and 2005, respectively, from EON. These amounts
were written off as a bad debt in the amount of $50,369 at September 30, 2006,
when it was determined that EON would require more funding than we wished to
risk.

EXPENSES - Total expenses as detailed in the Statements of Operations for the
three years ended December 31, 2007, 2006 and 2005 increased 16% in 2007 from
2006 and increased 26% in 2006 from 2005.

Expenses in 2007 increased to $1,553,934 from $1,324,876 in 2006. Compensation
and benefits increased $247,283 (154%) primarily as a result of a staff increase
and oversight of the two wholly owned subsidiaries acquired in the first quarter
of 2007. Non-cash option compensation increased $40,450 as a result of 12 months
amortization in 2007 as compared to 6 months in 2006. Accounting services
increased $33,365 and legal services increased $90,154 in 2007. Accounting
services increased primarily due to the investment increases in 2007 while legal
services increased due to both the investment increases and for services related
to withdrawal as a BDC. Other general and administrative expenses increased
$122,472. This includes increases in rent of $34,497, increases in travel
expenses of $22,241 and increases in consulting fees of $42,293 plus increases
of $38,029 in other office related expenses. These increases were offset by
decreases in bad debt expense of $138,587; legal settlement decreases of
$78,000; decreases in public relations, transfer agent and other professional
fees of $37,748; and decreases in interest expense of $51,831. The cost
increases are primarily related to increased compensation and benefits and costs
associated with attempting to raise additional capital.

Expenses in 2006 include $538,000 of interest expense which is the calculated
value of the beneficial conversion feature of the secured convertible promissory
notes payable issued during 2006. Other 2006 expenses which were reduced from
the prior year include the following: (i) compensation and benefits decreased
$104,000; (ii) investment advisory services decreased $134,000; and (iii) other
selling, general and administrative expenses decreased $63,000. These decreases
were partially offset by increases in bad debts of $138,000; legal services of
$100,000; and public relations, transfer agent and other professional services
of $40,000.

Expenses in 2005 include increases from the 2004 amounts of $60,000 for a legal
settlement and increases of $164,000 in total interest cost. Expenses in 2005
include declines from the 2004 amounts of $40,000 for legal services, $74,000
for investment advisory services, $58,000 for public relations, transfer agent
and other professional services and a decline of $173,000 in other selling,
general and administrative expenses.

NET REALIZED AND UNREALIZED LOSSES - As an investment company under the
Investment Company Act of 1940, all of our investments were required to be
carried at market value or fair value as determined by management for
investments which do not have readily determinable market values. Prior to our
conversion to BDC status, only marketable debt and equity securities and certain
derivative securities were required to be carried at market value.

Beginning June 19, 2003 and until January 2, 2008, portfolio assets for which
market prices are available are valued at those prices. Securities that are
traded in the over-the-counter market or on a stock exchange generally will be
valued at the prevailing bid price on the valuation date. However, our current
investments were acquired in privately negotiated transactions and may have no
readily specific facts and circumstances of each portfolio investment. We must
determine the fair value of each individual investment on a quarterly basis. We
will record unrealized depreciation on investments when we believe that an
investment has become impaired, including where realization of an equity
security is doubtful. Conversely, we will record unrealized appreciation if we
believe that the underlying portfolio company has appreciated in value and,
therefore, its investment has also appreciated in value, where appropriate.

As an investment company prior to January 2, 2008, we invested primarily in
illiquid securities including equity securities of private companies. The
structure of each equity security was specifically negotiated to enable us to
protect our investment and maximize our returns. We generally included many
terms governing ownership parameters, dilution parameters, liquidation
preferences, voting rights, and put or call rights. Our investments were
generally subject to some restrictions on resale and generally have no
established trading market. Because of the type of investments that we made and
the nature of our business, our valuation process required an analysis of
various factors. Our fair value methodology included the examination of, among
other things, the underlying investment performance, financial condition and
market changing events that impact valuation.

The net realized and unrealized losses may be summarized as follows:

2007 2006 2005
---------- ---------- ----------
Realized losses:
Unboxed and Total Sports $ -- $ -- $ 69,826
Rudy 4,785,000 -- --
Island Tribe -- -- 396,777
---------- ---------- ----------
$4,785,000 $ -- $ 466,603
========== ========== ==========

Unrealized losses:
EON $ -- $ 1,011,500 $ --
BNM 11,831,318
AM 1,321,606
SOS 588,000
Rudy (3,276,717) 5,094,760 --
TDS -- -- 200,000
------------ ------------ ------------
$ 10,464,207 $ 6,106,260 $ 200,000
============ ============ ============

NET ASSET (LIABILITY) VALUE

As a Business Development Company prior to January 2, 2008, certain of our
activities and disclosures were made in reference to Net Asset (Liability) Value
which is the value of our portfolio assets less debt and preferred stock. This
may be viewed, simply and generalized, as the value of our assets to our common
stockholders. As of the date of the financial information in this report, the
value of our portfolio of assets including investments in equity securities,
accounts receivable from portfolio companies and cash was $2,904,201 and from
this, are subtracted liabilities and debts of $6,076,990. There are no shares of
preferred stock outstanding but the rights of preferred stockholders would be
included if there were. The Net Asset (Liability) Value is therefore
($3,172,789). The Net Asset (Liability) Value per Share is ($0.0215).

RECENT ACCOUNTING PRONOUNCEMENTS

There are several new accounting pronouncements issued by the Financial
Accounting Standards Board ("FASB") which are not yet effective. Each of these
pronouncements, as applicable, has been or will be adopted by the Company.
Management does not believe any of these accounting pronouncements has had or
will have a material impact on our financial position or operating results.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, expands disclosures about fair
value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for fiscal years beginning after November 15, 2007, which for us would
be our fiscal year beginning January 1, 2008. We are currently evaluating the
impact of SFAS No. 157 but do not expect that it will have a material impact on
our financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. SFAS No. 159
is effective for fiscal years beginning after November 15, 2007, which for the
Company would be its fiscal year beginning January 1, 2008. The Company is
currently evaluating the impact of SFAS No. 159, but does not expect that it
will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
is effective on January 1, 2009 for the Company. We are currently evaluating the
impact of adopting SFAS 160.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements.
Critical accounting policies are those that are both important to the
presentation of our financial condition and results of operations and require
management's most difficult, complex, or subjective judgments. Our most critical
accounting policy relates to the valuation of our investments.

Pursuant to the requirements of the 1940 Act, when we were a BDC, our Board of
Directors was responsible for determining in good faith the fair value of our
investments for which market quotations are not readily available. At the
current time, none of our investments has a market quotation.

We determine fair value to be the amount for which an investment could be
exchanged in an orderly disposition over a reasonable period of time between
willing parties other than in a forced or liquidation sale. Our valuation
process is intended to provide a consistent basis for determining the fair value
of the portfolio. We record unrealized depreciation on investments when we
believe that an investment has become impaired, including where realization of
an equity security is doubtful. We record unrealized appreciation if we believe
that the underlying portfolio company has appreciated in value and, therefore,
our equity security has also appreciated in value.

Our equity interest in portfolio companies for which there is no liquid public
market are valued using industry valuation benchmarks, and then the value is
assigned a discount reflecting the illiquid nature of the investment as well as
our minority, non-control position. When an external event such as a purchase
transaction, public offering, or subsequent equity sale occurs, the pricing
indicated by the external event is used to corroborate our valuation. The
determined values are generally discounted to account for restrictions on resale
and minority ownership positions, if applicable.

OFF BALANCE SHEET ARRANGEMENTS

We have operating leases for our corporate office and for the office and
warehouse spaces used by BNM and AM, as detailed in the tabular disclosure of
contractual obligations detailed below.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Payments due by period (000's)
------------------------------
Total Year 1 Year 2-3 Year 4-5 Over 5
------ ------ -------- -------- ------
Operating leases:
Global office lease $ 227 $ 59 $ 139 $ 29 $ --
Aqua Maestro office lease 41 26 15 -- --
Aqua Maestro warehouse 60 60 -- -- --
Beverage Network of Maryland
Office and warehouse leases (1) -- -- -- -- --
------ ------ -------- -------- ------
Total $ 328 $ 145 $ 154 $ 29 $ --
====== ====== ======== ======== ======
Long-term debt:
Convertible promissory notes $1,326 $1,326 $ -- $ -- $ --
XStream note 1,072 1,072 -- -- --
Master Distributor note 1,740 1,740 -- -- --
Aqua Maestro note 16 16 -- -- --
Convertible note 239 239 -- -- --
------ ------ -------- -------- ------
Total $4,393 $4,393 $ -- $ -- $ --
====== ====== ======== ======== ======

(1) Currently month-to-month with monthly rent expense of approximately
$27,000.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GLOBAL BEVERAGE SOLUTIONS, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

Page
----

Report of Independent Registered Public Accounting Firm 32
Statements of Net Assets at December 31, 2007 and 2006 33
Statements of Operations for the years ended December 31, 2007,
2006 and 2005 34
Statements of Cash Flows for the years ended December 31, 2007,
2006 and 2005 35
Statements of Changes in Net Assets for the years ended December
31, 2007, 2006 and 2005 37
Schedules of Investments at December 31, 2007 and 2006 38
Notes to Financial Statements 40
Schedules of Financial Ratios for the years ended December 31, 2007,
2006 and 2005 68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Global Beverage Solutions, Inc.

We have audited the accompanying statements of net assets (liabilities),
including the schedule of investments, of Global Beverage Solutions, Inc. (the
"Company") as of December 31, 2007 and 2006, and the related statements of
operations, changes in net assets (liabilities) and cash flows for the years
ended December 31, 2007, 2006 and 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Beverage Solutions, Inc.
as of December 31, 2007 and 2006, and the results of its operations and cash
flows for the years ended December 31, 2007, 2006 and 2005 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company has generated limited revenues and has
incurred losses totaling $33,766,869 for the period from August 26, 2002
(inception) through December 31, 2007. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans regarding these matters are also described in Note 9. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/Turner, Stone & Company, LLP

April 10, 2008
Dallas, Texas

GLOBAL BEVERAGE SOLUTIONS, INC.
STATEMENTS OF NET ASSETS (LIABILITIES)
DECEMBER 31, 2007 AND 2006

2007 2006
------------ ------------

ASSETS
Investments in portfolio companies:
Unaffiliated issuers (Cost $788,000 at December
31, 2007 and $200,000 at December 31, 2006) $ -- $ --
Controlled affiliates (Cost $16,051,695 at December
31, 2007 and $6,669,760 at December 31, 2006) 2,898,771 1,575,000
Non-controlled affiliates (Cost $2,829,543 at December
31, 2007 and $1,011,500 at December 31, 2006 -- --
------------ ------------
Total investments in portfolio companies 2,898,771 1,575,000
Cash and cash equivalents 888 472
Deposits and prepaid expenses 1,994 474
Property and equipment, net 2,548 --
------------ ------------
TOTAL ASSETS 2,904,201 1,575,946
------------ ------------

LIABILITIES
Accounts payable 85,283 103,486
Accrued expenses 1,528,764 48,064
Non-interest bearing advances from an officer 50,079 --
Notes payable 4,412,864 1,335,000
------------ ------------
TOTAL LIABILITIES 6,076,990 1,486,550
------------ ------------
NET ASSETS (LIABILITIES) $ (3,172,789) $ 89,396
============ ============

Commitments and contingencies (Note 8)

COMPOSITION OF NET ASSETS (LIABILITIES):
Convertible preferred stock, $.001 par value;
50,000,000 shares authorized; no shares issued and outstanding $ -- $ --
Common stock, $.001 par value, authorized 950,000,000 shares;
147,567,501 and 43,665,067 shares issued and outstanding at
December 31, 2007 and 2006, respectively 147,567 43,665
Additional paid in capital 30,486,962 17,130,808
Deferred option compensation (40,449) (121,349)
Accumulated deficit:
Accumulated net operating loss (10,332,987) (8,779,053)
Net realized loss on investments (6,663,415) (1,878,415)
Net unrealized depreciation of investments (16,770,467) (6,306,260)
------------ ------------
NET ASSETS (LIABILITIES) $ (3,172,789) $ 89,396
============ ============
NET ASSET (LIABILITY) VALUE PER SHARE $ (0.0215) $ 0.0020
============ ============

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
STATEMENTS OF OPERATIONS
THREE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

2007 2006 2005
------------- ------------- -------------
INCOME FROM OPERATIONS:
Interest income
Controlled affiliated portfolio company $ -- $ 86,721 $ 1,497
Non-controlled affiliated portfolio company -- 19,977 2,392
Management income - non-controlled affiliated
portfolio company -- 18,000 10,000
------------- ------------- -------------
-- 124,698 13,889
EXPENSES:
Compensation and benefits 407,720 160,437 264,533
Non-cash option compensation 80,900 40,450 --
Bad debt expense -- 138,587 --
Legal settlements -- 78,000 60,000
Accounting services 88,184 54,819 43,727
Legal services 259,244 169,090 69,652
Investment advisory services -- -- 134,964
Board of director fees 3,000 1,500 13,800
Public relations, transfer agent and other
professional services 36,755 74,503 34,651
Other general and administrative expenses 143,898 21,426 84,831
Interest expense 534,233 586,064 334,000
Loss on sale of furniture and fixtures -- -- 12,874
------------- ------------- -------------
1,553,934 1,324,876 1,053,032
------------- ------------- -------------
LOSS BEFORE INCOME TAXES (1,553,934) (1,200,178) (1,039,143)
INCOME TAXES -- -- --
------------- ------------- -------------
NET LOSS FROM OPERATIONS (1,553,934) (1,200,178) (1,039,143)
------------- ------------- -------------

NET REALIZED AND UNREALIZED LOSSES:
Net realized loss on investments in portfolio
companies net of income tax benefit of $0 (4,785,000) -- (466,603)
Change in unrealized depreciation of investments
in portfolio companies, net of deferred tax
benefit of $0. (10,464,207) (6,106,260) (200,000)
------------- ------------- -------------
NET DECREASE IN NET ASSETS FROM OPERATIONS $ (16,803,141) $ (7,306,438) $ (1,705,746)
============= ============= =============

NET DECREASE IN NET ASSETS FROM OPERATIONS PER
COMMON SHARE, BASIC AND DILUTED $ (0.1276) $ (0.1697) $ (0.0926)
============= ============= =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 131,718,621 43,052,471 18,418,649
============= ============= =============

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

2007 2006 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net decrease in net assets from operations $(16,803,141) $ (7,306,438) $ (1,705,746)
Adjustments to reconcile net decrease in net assets from
operations to net cash used in operating activities:
Change in unrealized depreciation of investments
in portfolio companies 10,464,207 6,106,260 200,000
Realized loss on investments in portfolio investment companies 4,785,000 -- 466,603
Non-cash option compensation 80,900 40,450 --
Bad debts -- 138,587 --
Depreciation 625 -- 12,546
Amortization of deferred financing costs -- -- 28,125
Common shares issued for compensation 1,500 -- --
Amortization of debt discount 173,038
Amortization of beneficial conversion feature:
Secured convertible promissory notes payable -- 538,000 --
Convertible debentures -- -- 234,926
Loss on sale of furniture and fixtures -- -- 12,874
Proceeds from sale of furniture and fixtures -- -- 300
Accrued investment income -- (124,698) (13,889)
Changes in operating assets and liabilities:
Deposits and prepaid expenses (1,520) 12,597 27,535
Accounts payable and accrued expenses 498,676 156,604 41,235
Loan from officer 36,900 -- --
------------ ------------ ------------
Net cash used in operating activities (763,815) (438,638) (695,491)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (3,173) -- --
Proceeds from sale of investments 112,000 -- --
Investments in and advances to portfolio investment companies (785,596) (1,966,260) (1,144,124)
------------ ------------ ------------
Net cash used in investing activities (676,769) (1,966,260) (1,144,124)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common and preferred stock 2,484,348 825,000 1,991,519
Proceeds from:
Secured convertible promissory notes payable 223,450 1,335,000 --
Convertible debentures -- -- 50,000
Loan payable to stockholder 20,000 -- --
Repayment of notes payable (1,286,798) -- --
------------ ------------ ------------
Net cash provided by financing activities 1,441,000 2,160,000 2,041,519
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 416 (244,898) 201,904
Cash and cash equivalents, beginning of year 472 245,370 43,466
------------ ------------ ------------
Cash and cash equivalents, end of year $ 888 $ 472 $ 245,370
============ ============ ============
Continued

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

2007 2006 2005
------------ ------------ ------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
CASH PAID FOR INTEREST AND INCOME TAXES:
Interest (1) $ 98,933 $ 538,000 $ 306,500
Income taxes -- -- --

(1) The 2006 amount is the beneficial conversion feature of
convertible notes payable. The 2005 interest was prepaid in 2004
as part of a convertible debenture financing.

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for:
Amounts due Rudy Ruettiger by Rudy Beverage, Inc. $ 625,000 $ -- $ --
Legal settlements -- 138,000 --
Acquisition of 80% of Rudy Beverage, Inc. -- -- 4,860,000
Acquisition of Beverage Networks of Maryland, Inc. ("BNM") 8,864,500 -- --
Acquisition of Aqua Maestro, Inc. 1,431,250 -- --
Liability of Rudy Beverage, Inc. 7,458 27,260 --
Liability of Aqua Maestro, Inc. 14,000 -- --
Guarantee to note holder of stock issued in acquisition of BNM 1,000,000 -- --
Accrual of estimated liability in excess of value of common stock
issued to note holder in acquisition of BNM 968,000 -- --
Notes payable issued as partial consideration for:
Acquisition of Beverage Networks of Maryland, Inc. 3,766,818 -- --
Acquisition of Aqua Maestro, Inc. 190,356 -- --
Deferred financing costs and prepaid interest for issuance of
convertible debentures -- -- 306,500
Stock subscription written off -- -- (9,600)

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
STATEMENTS OF CHANGES IN NET ASSETS (LIABILITIES)
THREE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

2007 2006 2005
------------ ------------ ------------
CHANGES IN NET ASSETS FROM OPERATIONS:
Net loss from operations $ (1,553,934) $ (1,200,178) $ (1,039,143)
Net realized loss on sale of investments (4,785,000) -- (466,603)
Change in net unrealized depreciation of investments (10,464,207) (6,106,260) (200,000)
------------ ------------ ------------
Net decrease in net assets from operations (16,803,141) (7,306,438) (1,705,746)
------------ ------------ ------------

CAPITAL STOCK TRANSACTIONS:
Common stock issued for cash 2,484,348 825,000 1,991,519
Common stock issued for conversion of convertible debentures -- -- 293,750
Common stock issued in acquisition of investments:
Beverage Network of Maryland, Inc. ("BNM") 8,864,500 -- --
Aqua Maestro, Inc. 1,431,250 -- --
Rudy Beverage, Inc. -- -- 4,860,000
Guarantee to note holder of stock issued in acquisition of BNM 1,000,000 -- --
Accrual of estimated liability in excess of value of common stock
issued to note holder in acquisition of BNM (968,000) -- --
Common shares cancelled in connection with recission of
acquisition -- -- (8,400)
Debt discount related to beneficial conversion feature -- 538,000 --
Common stock issued for legal settlements -- 138,000 --
Common stock issued for liability of portfolio company 21,458 27,260 --
Common stock issued for amounts due Rudy Ruettiger by
Rudy Beverage, Inc. 625,000 -- --
Common stock issued for services 1,500 -- --
Amortization of deferred option compensation 80,900 40,450 --
------------ ------------ ------------
Net increase in net assets from stock transactions 13,540,956 1,568,710 7,136,869
------------ ------------ ------------
Net increase (decrease) in net assets (3,262,185) (5,737,728) 5,431,123
Net assets, beginning of year 89,396 5,827,124 396,001
------------ ------------ ------------
Net assets (liabilities), end of year $ (3,172,789) $ 89,396 $ 5,827,124
============ ============ ============

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2007

SHARES/ DATE OF HISTORICAL FAIR % NET
PERCENT ACQUISITION COST VALUE ASSETS

INVESTMENT IN UNAFFILIATED ISSUERS
- ----------------------------------
8% Jun-05 Titanium Design Studio, Inc.; privately held;
a titanium jewelry manufacturer $ 200,000 $ - 0.0%
N/A Oct-07 Note receivable from SOS Resource Services; past
due 588,000 - 0.0%
------------ ------------ --------
788,000 - 0.0%
------------ ------------ --------

INVESTMENTS IN AND ADVANCES TO NON-CONTROLLED AFFILIATED PORTFOLIO COMPANIES
- ----------------------------------------------------------------------------
44% Jul-05 EON Beverage Group, Inc.; privately held;
manufactures structured water pursuant to
proprietary process 1,011,500 - 0.0%
N/A Jan-07 Receivables from Rudy Beverage, Inc., which
may be converted under certain circumstances into
shares of common stock of Rudy Beverage, Inc.; Rudy
sells and manufactures beverages higher in nutritional
value and lower in sugar than most existing brands 1,818,043 - 0.0%
------------ ------------ --------
2,829,543 - 0.0%
------------ ------------ --------

INVESTMENTS IN AND ADVANCES TO CONTROLLED AFFILIATED PORTFOLIO COMPANIES
- ------------------------------------------------------------------------
100% Feb-07 Beverage Network of Maryland, Inc.; wholly owned;
distributor of beverages in Mid-Atlantic States
(Includes cash advances of $386,704) 14,018,022 2,186,704 -68.9%
100% Mar-07 Aqua Maestro, Inc., wholly-owned; engaged in
wholesale and retail distribution of domestic and
imported bottled water (Includes cash advances of
$112,067) 2,033,673 712,067 -22.4%
------------ ------------ --------
16,051,695 2,898,771 -91.4%
------------ ------------ --------

------------
Total investments at December 31, 2007 $19,669,238 2,898,771 -91.4%
============
Cash and other assets, less liabilities (6,071,560) 191.4%
------------ --------
Net liabilities at December 31, 2007 $(3,172,789) 100.0%
------------ --------

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2006

SHARES/ DATE OF HISTORICAL FAIR
PERCENT ACQUISITION COST VALUE

COMMON STOCK IN UNAFFILIATED ISSUERS
- ------------------------------------
8% Jun-05 Titanium Design Studio, Inc.; privately held;
a titanium jewelry manufacturer $ 200,000 $ -

COMMON STOCK IN CONTROLLED AFFILIATED PORTFOLIO COMPANIES
- ---------------------------------------------------------
80% Nov-05 Rudy Beverage, Inc.; privately held; manufactures
and sells beverages higher in nutritional value
and lower in sugar than existing brands
(1,762% of net assets) 6,669,760 1,575,000

COMMON STOCK IN NON-CONTROLLED AFFILIATED PORTFOLIO COMPANIES
- -------------------------------------------------------------
44% Jul-05 EON Beverage Group, Inc.; privately held;
manufactures structured water pursuant to
proprietary process 1,011,500 -
------------ ------------
Total investments at December 31, 2006 $ 7,881,260 1,575,000
============
Cash and other assets, less liabilities (1,485,604)
------------
Net assets at December 31, 2006 $ 89,396
============

See accompanying notes to financial statements.

GLOBAL BEVERAGE SOLUTIONS, INC.
NOTES TO FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS

We changed our name to Bluetorch Inc. ("Bluetorch") on October 24, 2003.
Effective April 20, 2005 the Company changed its name to Pacific Crest
Investments, and as a result of a conflict in name with an existing company, we
again changed our name to Pacific Peak Investments, effective May 5, 2005. On
October 10, 2005, the Company changed its name to Global Beverage Solutions,
Inc. and began trading on the OTC Bulletin Board under the symbol GBVS.OB.

On June 19, 2003, the Company became a business development company ("BDC")
pursuant to applicable provisions of the Investment Company Act of 1940 (the
"1940 Act").

On January 2, 2008, the Company filed Form N-54C with the Securities and
Exchange Commission ("SEC") to notify the SEC of the withdrawal of our previous
election to be regulated as a BDC and subject to sections 55 through 65 of the
1940 Act. A majority of the voting power of our common stock voted to approve
the recommendation of the Board of Directors to withdraw our election to be
regulated as a BDC.

Pursuant to Regulation S-X Rule 6, the Company will operate on a
non-consolidated basis until January 2, 2008. Operations of the portfolio
companies will be reported at the subsidiary level and only the appreciation or
impairment of these investments in portfolio companies will be included in the
Company's financial statements. Subsequent to January 2, 2008, as noted above,
the Company will cease operating as a BDC and will prepare consolidated
financial statements with its wholly owned subsidiaries.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting periods. Significant estimates include the valuation of the
investments in portfolio companies and deferred tax asset valuation allowances.
Actual results could differ from those estimates.

CASH & CASH EQUIVALENTS

Cash equivalents include all highly liquid unencumbered debt instruments with
original maturities of three months or less when purchased.

CONCENTRATIONS OF CREDIT RISK

Cash is maintained at a financial institution. The Federal Deposit Insurance
Corporation ("FDIC") insures accounts at each institution for up to $100,000. At
times, cash may be in excess of the FDIC insurance limit of $100,000.

REVENUE RECOGNITION

The Company has accrued interest income from its follow-on investments in
portfolio companies and has accrued management fees from one of its portfolio
companies in 2006 and 2005. The Company did not recognize any revenues for the
year ended December 31, 2007, and after January 2, 2008 will consolidate with
its wholly owned subsidiaries since the Company filed a withdrawal of its
election to be subject as a BDC to the 1940 Act.

FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 107, "Disclosures About Fair Value of Financial Instruments," requires
disclosure of fair value information about financial instruments when it is
practicable to estimate that value. The carrying amounts of the Company's cash,
interest and fees receivable from portfolio companies, accounts payable and
accrued expenses, and convertible debentures approximate their estimated fair
values due to the short-term maturities of these financial instruments and
because related interest rates offered to the Company approximate current
offered rates.

VALUATION OF INVESTMENTS (AS AN INVESTMENT COMPANY)

As an investment company under the Investment Company Act of 1940 prior to
January 2, 2008, all of the Company's investments were required to be carried at
market value or fair value as determined by management for investments which do
not have readily determinable market values. Prior to our conversion to BDC
status in 2003, only marketable debt and equity securities and certain
derivative securities were required to be carried at market value.

Portfolio assets for which market prices are available are valued at those
prices. Securities that are traded in the over-the-counter market or on a stock
exchange generally will be valued at the prevailing bid price on the valuation
date. However, the Company's current investments were acquired in privately
negotiated transactions and have no readily determinable market values. These
securities are carried at fair value as determined by management and outside
professionals as necessary under the Company's valuation policy. Currently, the
valuation policy provides for management's review of the management team,
financial conditions, and products and services of the portfolio company. In
situations that warrant such an evaluation, an independent business valuation
may be obtained. No independent valuation was obtained in 2007.

Value, as defined in Section 2(a)(41) of 1940 Act, is (i) the market price for
those securities for which a market quotation is readily available and (ii) for
all other securities and assets, fair value is as determined in good faith by
management. There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that judgment be applied to
the specific facts and circumstances of each portfolio investment. The Company
must determine the fair value of each individual investment on a quarterly
basis. The Company records unrealized depreciation on investments when it
believes that an investment has become impaired, including where realization of
an equity security is doubtful. Conversely, the Company records unrealized
appreciation if the Company believes that the underlying portfolio company has
appreciated in value and, therefore, its investment has also appreciated in
value, where appropriate.

As an investment company, the Company invested primarily in illiquid securities
including equity securities of private companies. The structure of each equity
security was specifically negotiated to enable the Company to protect its
investment and maximize its returns. The Company generally included many terms
governing ownership parameters, dilution parameters, liquidation preferences,
voting rights, and put or call rights. The Company's investments are generally
subject to some restrictions on resale and generally have no established trading
market. Because of the type of investments that the Company made and the nature
of its business, the Company's valuation process requires an analysis of various
factors. The Company's fair value methodology includes the examination of, among
other things, the underlying investment performance, financial condition and
market changing events that impact valuation.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is recorded using the straight-line method over the estimated
useful lives of the respective assets (two to five years). Maintenance and
repairs are charged to operations when incurred. Betterments and renewals are
capitalized. When property and equipment are sold or otherwise disposed of, the
asset account and related accumulated depreciation account are relieved, and any
gain or loss is included in operations.

INCOME TAXES

The Company accounts for income taxes under SFAS 109, "Accounting for Income
Taxes." Under the asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under SFAS 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period the
enactment occurs. A valuation allowance is provided for certain deferred tax
assets if it is more likely than not that the Company will not realize tax
assets through future operations.

SEGMENT REPORTING

Pursuant to Article 6 of Regulation S-X, the Company is precluded from
consolidating its portfolio company investments, including those in which it has
a controlling interest, subject to limited exceptions, for periods during which
it was a BDC. The Company elected BDC status in 2003 and remained a BDC until it
withdrew its election to be regulated as a BDC on January 2, 2008. The Company
has therefore operated on a non-consolidated basis. Operations of the portfolio
companies are reported at the subsidiary level and only the appreciation or
impairment will be included in the Company's financial statements.

For periods subsequent January 2, 2008, however, the Company will have ceased
operating as a BDC and will prepare consolidated financial statements with its
wholly owned subsidiaries.

STOCK-BASED COMPENSATION

Until December 31, 2005, the Company accounted for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees" and complied with the disclosure provisions of SFAS No.123,
"Accounting for Stock-Based Compensation." Under APB No. 25, employee
compensation cost is recognized over the vesting period based on the excess, if
any, on the date of grant of the fair value of the Company's shares over the
employee's exercise price. When the exercise price of the employee share options
is less than the fair value price of the underlying shares on the grant date,
deferred stock compensation is recognized and amortized to expense in accordance
with FASB Interpretation No. 44 over the vesting period of the individual
options. Accordingly, if the exercise price of the Company's employee options
equals or exceeds the market price of the underlying shares on the date of
grant, no compensation expense was recognized. Options or shares awards issued
to non-employees are valued using the fair value method and expensed over the
period services are provided.

In December 2004, the FASB issued SFAS 123(R), "Share-Based Payment," which
requires that the compensation cost relating to share-based payment transactions
(including the cost of all employee stock options) be recognized in the
financial statements. That cost will be measured based on the estimated fair
value of the equity or liability instruments issued. SFAS 123(R) covers a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS 123(R) replaces SFAS 123, "Accounting for
Stock-Based Compensation," and supersedes Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees." As originally
issued, SFAS 123 established as preferable a fair-value-based method of
accounting for share-based payment transactions with employees. However, that
pronouncement permitted entities to continue applying the intrinsic-value model
of APB Opinion 25, provided that the financial statements disclosed the pro
forma net income or loss based on the preferable fair-value method. This
statement is effective as of the first reporting period that begins after
December 15, 2005. Accordingly, the Company adopted SFAS 123(R) in the 1st
quarter of 2006. The Company's financial statements reflect an expense for all
share-based compensation arrangements granted on or after January 1, 2006.

BASIC AND DILUTED NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS PER
SHARE

Basic net increase (decrease) in net assets from operations per share is
determined by dividing the net increase (decrease) in net assets from operations
by the weighted average shares of common stock outstanding during the period.
Diluted increase (decrease) in net assets from operations per share is
determined by dividing the net increase (decrease) in net assets from operations
by the weighted average shares of common stock outstanding plus the dilutive
effects of stock options, warrants and other convertible securities.
265,584,583, 2,766,128, and no common stock equivalents, representing common
shares eligible to be converted in relation to convertible secured promissory
notes payable calculated using the market price on December 31, 2007, 2006 and
2005, respectively, have been excluded from the calculation of diluted increase
(decrease) in net assets from operations per share for the years ended December
31, 2007, 2006 and 2005, respectively, as their effect would be anti-dilutive.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the current
year presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, expands disclosures about fair
value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for fiscal years beginning after November 15, 2007, which for the
Company would be its fiscal year beginning January 1, 2008. The Company is
currently evaluating the impact of SFAS No. 157 but does not expect that it will
have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
is effective on January 1, 2009 for the Company. The Company is currently
evaluating the impact of adopting SFAS 160.

NOTE 2: INVESTMENTS

BEVERAGE NETWORK OF MARYLAND, INC. ("BNM")
- ------------------------------------------

On February 23, 2007, the Company completed the purchase of BNM from XStream
Beverage Network, Inc. The transaction was structured as a merger of BNM into
the Company's wholly owned subsidiary Global Merger Corp., a Nevada corporation,
pursuant to the Agreement and Plan of Merger between the parties dated January
31, 2007, and as amended February 23, 2007.

Based in Jessup, Maryland, BNM engages in the distribution of beverages in the
Mid-Atlantic States. XStream is an emerging brand development company in the new
age beverage industry.

As a part of the transaction the Company issued 60,500,000 shares of its common
stock and a $2,000,000 note payable to XStream (the "XStream Secured Note"). At
closing, the Company paid $229,000 on the XStream Secured Note and pursuant to
the merger agreement agreed to pay 40% of any subsequent cash proceeds received
from the February 5, 2007 1-E Offering. The remaining note balance was to be
paid in monthly installments of $25,000 commencing September 1, 2007.
Additionally, if we raise any equity capital while the note is still
outstanding, we agreed to apply 35% of the net proceeds to reduce the note.

On January 23, 2008, the Company entered into a Stock Repurchase Agreement with
XStream by which we repurchased the 60,500,000 shares of our common stock
originally issued to XStream. As consideration for the purchase, we issued a
convertible note in the principal amount of $700,000 to XStream (the "XStream
Convertible Note"). The XStream Convertible Note bears interest at the prime
rate plus 2% and matures on October 31, 2008. The XStream Convertible Note is
convertible into shares of our common stock as the conversion price specified in
the Stock Repurchase Agreement with XStream if we default in the repayment of
amounts due under the XStream Convertible Note or if we fail to pay $500,000 to
Laurus Master Fund, Ltd. ("Laurus") on or before May 1, 2008 pursuant to the
letter agreement described in the following paragraph.

BNM had unaudited net revenue of $7,225,279 and a net loss of $12,391,848
including an asset impairment of $11,831,318 in the ten months ended December
31, 2007, the period owned by Global.

The acquisition of BNM was recorded as follows:

Common stock issued $ 8,864,500
Notes payable assumed 3,766,818
Guaranty to a note holder for value of stock issued
in acquisition of BNM 1,000,000
-----------
Total $13,631,318
===========

AQUA MAESTRO, INC. ("AM")
- -------------------------

On March 29, 2007, we completed the purchase of AM from its shareholders. The
transaction was structured as a merger of AM into our wholly owned subsidiary,
Global Beverage Acquisition Corp., a Florida corporation, pursuant to the
Agreement and Plan of Merger and Reorganization between the parties dated March
29, 2007.

With the business office in Boca Raton, Florida and logistics in Fort
Lauderdale, Florida, AM is engaged in the wholesale and retail distribution of
domestic and imported bottled water, comprising forty-four brands and over one
hundred-seventy different items. The wholesale client base is across North
America and the Caribbean, including well-known hotels and resorts. In its
retail home delivery division, AM provides product through its Internet site
aquamaestro.com.

Consideration for the acquisition of AM includes $500,000 in cash, 10,000,000
shares of our common stock and an earn-out. The cash was payable $300,000 at
closing and the balance in equal monthly installments of $22,222 beginning April
15, 2007. At December 31, 2007, the note has a principal balance of $15,749 and
an accrued interest balance of $1,850. The earn-out is a percentage of defined
gross profit equal to 10% of calendar 2008 gross profit, 5% of calendar 2009
gross profit and 3% of calendar 2010 gross profit. Based on 2007 gross profit
this would amount to approximately $140,000 in total.

AM had unaudited net revenue of $1,585,381 and a net loss of $1,602,116
including an asset impairment of $1,321,606 during the nine months ended
December 31, 2007, the period owned by Global.

The acquisition of AM was recorded as follows:

Common stock issued $1,431,250
Notes payable assumed 190,356
Cash paid 300,000
----------
Total $1,921,606
==========

SOS RESOURCE SERVICES, INC. ("SOS")
- -----------------------------------

On October 9, 2007, the Company sold its secured note due from Rudy Partners,
Ltd. to SOS for an aggregate purchase price of $700,000. The purchase price
included an initial cash payment of $100,000 and a note for $600,000, which was
due in weekly installments of $75,000 commencing October 22, 2007 and with the
final balance due December 10, 2007. As of December 31, 2007, we have received
$12,000 of the $600,000 note, leaving a balance due of $588,000. Due to
uncertainty of collection, we recorded an unrealized loss of $588,000.

RUDY PARTNERS, LTD. ("PARTNERS")
- --------------------------------

On January 18, 2007, we executed an agreement with Partners wherein the Company
agreed to sell its 80% interest in Rudy for an 8% secured promissory note in the
amount of $6,000,000 from Partners plus assumption of the advances and
receivables owed to the Company by Rudy. The agreement closed May 11, 2007. The
note was collateralized by 11,000,000 shares of the Company's common stock held
by the owners of Partners and was payable in six annual installments of
$1,000,000 commencing January 31, 2008. The secured note from Partners was sold
to SOS.

RUDY BEVERAGE, INC. ("RUDY")
- ----------------------------

On November 17, 2005, we executed a Stock Purchase Agreement with the
shareholders ("Rudy Sellers") of Rudy, a Nevada corporation, whereby we
exchanged 6,000,000 shares of the Company's common stock for 80% of the issued
and outstanding common stock of Rudy. The Company's investment was valued at
$4,860,000 based upon the trading price of the Company's common stock on the
date of the transaction. The Rudy Sellers were eligible to receive up to
10,000,000 additional shares of the Company's common stock if Rudy achieved
certain sales and net revenue goals by the twelve month periods ended June 30,
2007 and 2008. Rudy was founded by Rudy Ruettiger and Drew Carver to create a
unique line of beverages higher in nutritional value but lower in sugar than
existing brands. Rudy currently has developed two distinct products: Rudy Flying
Colors, catering to elementary school aged children; and Rudy Revolution, a
sport drink aimed at athletes of all ages. The goal of the Rudy line of
beverages is to create flavorful juice blends lower in sugar than existing
brands.

We originally valued our investment in Rudy at December 31, 2006, based on the
estimated value of the collateral on the Partners note of $3,375,000, resulting
in an original adjustment of $3,294,760 as unrealized depreciation of our
investment and recorded bad debt expense of $88,218 for our receivable from Rudy
for interest accrued on loans. Subsequent to December 31, 2006, based on the
decline in the collateral on the Partners note, that is, the shares of the
Company's common stock, we recorded an additional adjustment of $1,800,000 under
guidance in FAS 5 for the additional decline in the Company's common stock as of
April 24, 2007.

In addition, Partners agreed to convert any notes payable by Rudy to the
Company, once Partners became publicly-traded or a subsidiary of a
publicly-traded company, into no more than 20% of the common stock of the
publicly traded entity, based upon the market value of the public entity's
common stock. We have recorded unrealized depreciation for the full amount of
this receivable in the amount of $1,818,043.

EON BEVERAGE GROUP, INC. ("EON")
- --------------------------------

On July 8, 2005, we consummated the transactions contemplated by the Share
Purchase Agreement (dated June 28, 2005) with EON and, as a result, the Company
invested $400,000 in exchange for 9% of the issued and outstanding common stock
of EON. During the first quarter of 2006, shareholders of the Company
contributed their stock in EON to the Company, which increased its ownership to
44%.

EON manufactures structured water through a proprietary process (patent pending)
which alters the molecular structure of purified water. While EON expected to
sell a substantial volume of its structured water to Rudy for use in certain of
its drinks, the Board of Directors determined that EON will not achieve
profitability without substantial additional investment, which the Company was
unwilling to provide. Accordingly, the Company fully reserved its investment of
$400,000 and fully reserved its advances to EON of $611,500 for a total
unrealized depreciation expense of $1,011,500 at September 30, 2006. Accounts
receivable in the amount of $50,369 for interest charges and management fees
were also fully reserved at September 30, 2006.

TITANIUM DESIGN STUDIO, INC. ("TDS")
- ------------------------------------

On June 6, 2005, we signed a Share Purchase Agreement with TDS, a Nevada
corporation, whereby we invested $200,000 in cash in exchange for 8% of the
issued and outstanding common stock of TDS. TDS has a proprietary manufacturing
process which allows it to cast precision titanium jewelry resulting in a level
of detail not obtainable by milling titanium. Early in 2006, TDS relocated its
operations to Thailand in order to access cheaper labor. The Board of Directors
of the Company recorded a reserve in the amount of $200,000 relating to this
investment.

UNBOXED DISTRIBUTION, INC.
- --------------------------

On August 21, 2003, the Company formed Unboxed Distribution, Inc. ("Unboxed")
for the purpose of owning and operating the Bluetorch license agreement.

On March 12, 2005, the Company and its wholly-owned subsidiary, Unboxed
Distribution, Inc., signed a Mutual Settlement and Release Agreement with Gotcha
Brands Inc., the Bluetorch licensor, and this agreement required the Company's
subsidiary, Unboxed Distribution, Inc., to cease the selling and marketing of
Bluetorch apparel. In keeping with this agreement, the Company also agreed to
change its corporate name by April 20, 2005.

This wholly owned subsidiary has been inactive since March 12, 2005.

TOTAL SPORTS DISTRIBUTION, INC.
- -------------------------------

On October 21, 2003, the Company formed Total Sports Distribution, Inc. ("Total
Sports") for the purpose of owning and operating the True Skate Apparel brand
("TSABrand)". Furthermore, on February 19, 2004 Total Sports signed a definitive
agreement with Collective Licensing International, LLC to license the Airwalk
brand for apparel in the United States market.

On March 22, 2005, the Company and its wholly-owned subsidiary, Total Sports
Distribution, Inc., signed a Mutual Settlement and Release Agreement with
Collective Licensing International, LLC, the licensor of the Airwalk apparel
brand, and this agreement required the Company's subsidiary, Total Sports
Distribution, Inc., to cease the selling and marketing of Airwalk apparel. On
July 1, 2005, Global and Total Sports signed a Mutual Settlement and Release
Agreement with Krash Distributors Inc., the licensor of TSABrand apparel, and
this agreement required Total Sports to cease selling and marketing TSABrand
apparel.

This wholly owned subsidiary has been inactive since July 1, 2005.

ISLAND TRIBE, INC.
- ------------------

Effective August 1, 2004, the Company acquired a 51% interest in Island Tribe,
Inc., ("Island Tribe") a surf apparel company in exchange for 12,000 shares of
the restricted common stock of the Company, which was valued at $372,000, based
on the trading price of the Company's common stock at the time. Over the next 4
years, this purchase agreement provided for the Company to receive an additional
24% ownership of Island Tribe, Inc. Effective November 20, 2005, the Company
exchanged its 51% ownership in Island Tribe for the 12,000 restricted common
shares originally issued to acquire Island Tribe and cancelled the shares.

VALUATION OF INVESTMENTS
- ------------------------

As required by the SEC's Accounting Series Release ("ASR") 118, the investment
committee of the Company was required to assign a fair value to all investments.
To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4
under the Investment Company Act, it is incumbent upon the board of directors to
satisfy themselves that all appropriate factors relevant to the value of
securities for which market quotations are not readily available have been
considered and to determine the method of arriving at the fair value of each
such security. To the extent considered necessary, the board may appoint persons
to assist them in the determination of such value and to make the actual
calculations pursuant to the board's direction. The board must also, consistent
with this responsibility, continuously review the appropriateness of the method
used in valuing each issue of security in the Company's portfolio. The directors
must recognize their responsibilities in this matter and whenever technical
assistance is requested from individuals who are not directors, the findings of
such individuals must be carefully reviewed by the directors in order to satisfy
themselves that the resulting valuations are fair.

No single standard for determining "fair value in good faith" can be laid down,
since fair value depends upon the circumstances of each individual case. As a
general principle, the current "fair value" of an issue of securities being
valued by the board of directors would appear to be the amount that the owner
might reasonably expect to receive for them upon their current sale. Methods
that are in accord with this principle may, for example, be based on a multiple
of earnings, or a discount from market of a similar freely traded security, or
yield to maturity with respect to debt issues, or a combination of these and
other methods. Some of the general factors that the directors should consider in
determining a valuation method for an individual issue of securities include: 1)
the fundamental analytical data relating to the investment, 2) the nature and
duration of restrictions on disposition of the securities, and 3) an evaluation
of the forces which influence the market in which these securities are purchased
and sold. Among the more specific factors which are to be considered are: type
of security, financial statements, cost at date of purchase, size of holding,
discount from market value of unrestricted securities of the same class at time
of purchase, special reports prepared by analysts, information as to any
transactions or offers with respect to the security, existence of merger
proposals or tender offers affecting the securities, price and extent of public
trading in similar securities of the issuer or comparable companies and other
relevant matters.

The board has arrived at the following valuation method used for its investments
when it was a BDC. Where there is not a readily available source for determining
the market value of any investment, either because the investment is not
publicly traded or is thinly traded and in absence of a recent appraisal, the
value of the investment is based on the following criteria:

1. Total amount of the Company's actual investment ("AI"). This
amount shall include all loans, purchase price of securities and
fair value of securities given at the time of exchange.
2. Total revenues for the preceding twelve months ("R").
3. Earnings before interest, taxes and depreciation ("EBITD")
4. Estimate of likely sale price of investment ("ESP")
5. Net assets of investment ("NA")
6. Likelihood of investment generating positive returns (going
concern).

The estimated value of each investment is determined as follows:

o Where no or limited revenues or earnings are present, then the
value shall be the greater of the investment's a) net assets, b)
estimated sales price, or c) total amount of actual investment.
o Where revenues and/or earnings are present, then the value shall
be the greater of one-time (1x) revenues or three times (3x)
earnings, plus the greater of the net assets of the investment or
the total amount of the actual investment.
o Under both scenarios, the value of the investment shall be
adjusted down if there is a reasonable expectation that the
Company will not be able to recoup the investment or if there is
reasonable doubt about the investment's ability to continue as a
going concern.

Based on the previous methodology, the Company determined that its investments
in its portfolio companies should be valued at December 31, 2007 as follows:

o BEVERAGE NETWORK OF MARYLAND, INC.
Beverage distribution companies are typically valued at one to
three or four times gross profit, plus net assets. Since BNM
operated at a loss in 2007, the Board of Directors elected to use
a multiple of one times gross profit minus net liabilities and
recorded unrealized depreciation on its investment in BNM of
$11,831,318, thereby reducing the fair market value to $1,800,000.
Net follow-on investments of $386,704 have been valued at cost for
a total valuation of $2,186,704.

o AQUA MAESTRO, INC.
Since AM operated at a loss in 2007, the Board of Directors
elected to use a multiple of one times gross profit minus net
liabilities and recorded unrealized depreciation on its investment
in AM of $1,321,606, thereby reducing the fair value to $600,000.
In addition, net follow-on investments of $112,067 have been
valued at cost for a total valuation of $712,067.

o SOS RESOURCE SERVICES, INC.
The note receivable from SOS was due in full on December 10, 2007.
While the Company will continue collection efforts, the Board of
Directors has recorded unrealized depreciation for the remaining
past due balance of the note based on their analysis of
collectability.

o RUDY BEVERAGE, INC.
At December 31, 2007, the Company had receivables from Rudy in the
total amount of $1,818,043 on which it had recorded unrealized
depreciation for the full amount of the receivable. Partners
agreed to convert any amounts payable by Rudy to us, once Partners
became publicly-traded or a subsidiary of a publicly-traded
company, into no more than 20% of the common stock of the publicly
traded entity, based upon the market value of the public entity's
common stock.

o EON BEVERAGE GROUP, INC.
EON has been involved in test marketing its structured water
product and has had limited revenues during this testing phase.
During the first quarter of 2006, shareholders of the Company
contributed their stock in EON to the Company, which increased its
ownership to 44%. While EON expected to sell a substantial volume
of its structured water to Rudy for use in certain of its drinks,
the Company's Board of Directors has determined that EON will not
achieve profitability without substantial additional investment,
which the Company was unwilling to provide. Accordingly, the
Company recorded unrealized depreciation on its investment of
$400,000 and its advances of $611,500 for a total unrealized
depreciation expense of $1,011,500 at September 30, 2006. Accounts
receivable in the amount of $50,369 for interest charges and
management fees were also fully reserved at September 30, 2006.

o TITANIUM DESIGN STUDIO, INC.
Early in 2006, TDS relocated its operations to Thailand in order
to access cheaper labor. As a result, the Company recorded
unrealized depreciation on its investment of $200,000 at December
31, 2005.

INVESTMENTS DISCONTINUED IN PRIOR YEARS

o ISLAND TRIBE, INC.
As noted above, the Company sold its interest in Island Tribe on
November 20, 2005.

o UNBOXED DISTRIBUTION, INC.
Unboxed was valued at $0, due to the Company's decision to
discontinue the flow of capital to this entity at December 31,
2004. The write down in the investment in Unboxed for the year
ended December 31, 2004 totaled $927,154.

o TOTAL SPORTS DISTRIBUTION, INC.
Total Sports was valued at $0, due to the Company's decision to
discontinue the flow of capital to this entity at December 31,
2004. The write down in the investment in Total Sports for the
year ended December 31, 2004 totaled $484,658.

NOTE 3: NOTES PAYABLE

Notes payable at December 31, 2007 and 2006, consist of the following:

2007 2006
---------- ----------
Secured convertible promissory notes payable (1) $1,326,000 $1,335,000
Note payable to XStream Beverage Network, Inc. with interest
at 6% (2) 1,072,453 --
Note payable to stockholder with interest at 14% due
February 17, 2008 20,000
---------- ----------
2,418,453 1,335,000
---------- ----------
DISCOUNTED NOTES
Non-interest bearing note payable to Master Distributor which
was assumed as a part of the acquisition of BNM (3) 1,740,132 --
Non-interest bearing notes payable to the former stockholders
of Aqua Maestro, Inc.; payable in 9 equal monthly payments
of $22,222 commencing on April 15, 2007; discounted at 12%;
collateralized by inventory of Aqua Maestro 15,749 --
Non-interest bearing note payable to a company (4) 238,530 --
---------- ----------
1,994,411 --
---------- ----------
Total notes payable $4,412,864 $1,335,000
========== ==========

(1) During the year ended December 31, 2006, the Company issued 8%,
one-year secured convertible promissory notes payable
("Convertible Notes") to a group of investors in the aggregate
amount of $1,335,000. The notes were convertible into restricted
common shares at an initial rate of $.50 per share. Management has
determined that these notes qualify as conventional convertible
debt pursuant to APB No. 14, "Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants" and EITF 98-5,
"Accounting for Convertible Securities with Beneficial Conversion
Features or Contingently Adjustable Conversion Ratios,"
accordingly the embedded conversion option is not a derivative.
The Company computed an intrinsic value of the beneficial
conversion of $538,000 based on the quoted stock price on the
grant dates. The beneficial conversion feature was credited to
additional paid-in capital and charged to interest expense when
the agreement commenced since the Convertible Notes could be
converted when issued.

The Convertible Notes include certain anti-dilutive provisions,
such as an adjustment for stock splits and business combinations,
adjustment for common stock dividends and distributions,
adjustment for issuance of additional shares of common stock at a
price per share less than the initial conversion price, and
issuance of common stock equivalents at a price per share less
than the initial conversion price.

As of December 31, 2007, Convertible Notes in the aggregate
principal amount of $1,326,000 are in default as the interest due,
commencing November 1, 2006, has not been paid. The default rate
of interest of 12% is in effect for these Convertible Notes and is
included in accrued expenses on the statements of net assets.

As of February 13, 2008, the Convertible Notes were convertible
into common stock at the rate of $0.00675 per share as a result of
the conversion of $31,000 principal of the note discussed in (4)
below.

(2) The collateralized note with XStream required payment of 40% of
any cash proceeds received by Global from its February 5, 2007 1-E
Offering with the remainder payable in monthly installments of
$25,000 commencing September 1, 2007. In a Master Security
Agreement, Global granted XStream a continuing security interest
in substantially all of its assets as collateral as long as any
obligation arising from the Agreement and Plan of Merger, as
amended, remained outstanding. In addition, pursuant to a Stock
Pledge Agreement, the BNM stock owned by Global was pledged as
additional collateral on the obligations of Global to XStream,
[and BNM guarantees the Global obligations to XStream].

On January 23, 2008, the Company entered into a Stock Repurchase
Agreement with XStream by which we repurchased the 60,500,000
shares of our common stock originally issued to XStream. As
consideration for the purchase, we issued a convertible note in
the principal amount of $700,000. The convertible note bears
interest at the prime rate plus 2% and matures on October 31, 2008
and is convertible into shares of our common stock as the
conversion price specified in the Stock Repurchase Agreement with
XStream if we default in the repayment of amounts due under the
convertible note or if we fail to pay $500,000 to Laurus Master
Fund, Ltd. ("Laurus") on or before May 1, 2008 pursuant to the
letter agreement described in the following paragraph.

On January 23, 2008, and in conjunction with the stock repurchase
described in the previous paragraph, we entered into a letter
agreement with Laurus and XStream (the "Letter Agreement"). In
connection with the Letter Agreement, XStream collaterally
assigned both a secured promissory note that we issued to XStream
in connection with our purchase of BNM from XStream and the
convertible note discussed in the preceding paragraph. Under the
Letter Agreement, we agreed to pay to Laurus $500,000 in repayment
of a portion of the outstanding balance of the secured note by May
1, 2008. Upon making the $500,000 payment, Laurus agreed to
release certain liens it has on the inventory of BNM and XStream,
and Laurus and XStream agreed to terminate the stock pledge
agreement with respect to the stock of BNM and the master security
agreement securing collateral on our obligations under the secured
note.

Simultaneously, and in conjunction with, the stock repurchase and
the Letter Agreement discussed above, we entered into a second
amendment ("Amendment No. 2") to the secured note originally
issued to XStream and which was part of collateral assigned by
XStream to Laurus. Amendment No. 2 accelerated the maturity date
of the note from March 31, 2011 to October 31, 2008 and removed
the requirement for monthly payments of $25,000. The secured note
had a principal balance of $1,072,453 and accrued interest of
$29,079 at December 31, 2007.

(3) The Master Distributors note has scheduled monthly payments of
$83,333 for two years; discounted at 12%; penalty provisions
require a late charge of $5,000 plus interest of 1 1/2% per month
for all payments made after the 15th of the month; the Company
guarantees that the note, with a face value of $2,000,000 plus the
proceeds from 4,000,000 shares of its common stock will equal at
least $3,000,000 total; and note is past due at December 31, 2007,
with $175,000 applied to total scheduled principal payments of
$833,333. At December 31, 2007, the Company has accrued $968,000
as an estimate of this guarantee.

(4) On July 6, 2007, the Company entered into a Note Purchase
Agreement ("Agreement") with a certain accredited investor
("Investor") for the private placement of a promissory note
("Note") in the principal amount of $259,202 for a purchase price
of $233,450. The maturity date of the Note is August 31, 2008.
Upon the withdrawal of the Company's election to be treated as a
BDC under the 1940 Act, the note became convertible at the option
of the Investor into a number of shares of the Company's common
stock as determined in accordance with a formula set forth in the
Agreement (at a conversion rate of 75% of the average of the
lowest trade price of the common stock during any three business
days for the ten business day period prior to such conversion
election, as reported by Bloomberg L.P.).

In connection with the Agreement, the Company entered into a
letter agreement with Palladium Capital Advisors, LLC as placement
agent, pursuant to which the Company paid the placement agent for
its services, a cash fee of $33,333. In addition, $16,667 is
payable within 120 days of the date of the Agreement either in
cash or through the issuance of the Company's common stock.

The Company and the Investor also entered into a Registration
Rights Agreement ("RRA") pursuant to which the Company has agreed
to provide certain registration rights with respect to shares of
its common stock issuable upon the Investor's election to exercise
the conversion right contained in the Note. Pursuant to the RRA,
the Company is required to file a Registration Statement no more
than 60 days after filing to withdraw its election to be regulated
as a BDC under the 1940 Act and is required to have the
Registration Statement declared effective no more than 75 days
after filing the Registration Statement. In the event the Company
does not meet the required dates, the Company would be required to
pay a cash fee of 1% of the outstanding loan balance for each of
the first two months the Company is late and 2% for each
subsequent month the Company is late, and the maximum exposure to
the Company should be approximately $31,000. This requirement
should end when the stock can become free trading pursuant to Rule
144.

A total of $31,000 in principal of this note was converted into
4,592,593 shares of the Company's common stock on February 13,
2008.

The three discounted notes may be summarized as follows at December 31, 2007:

Face value of discounted notes payable $ 2,099,951
Discount (105,540)
-----------
Present value of discounted notes $ 1,994,411
===========

Amortization expense of deferred financing costs for convertible debentures was
$28,125 in 2005.

NOTE 4: ACCRUED EXPENSES

Accrued expenses at December 31, 2007 and 2006 consist of the following:

2007 2006
----------- -----------
Accrued interest $ 310,325 $ 48,064
Accrued salaries 250,439 --
Guaranty to note holder for stock issued
in acquisition of BNM 968,000 --
----------- -----------
$ 1,528,764 $ 48,064
=========== ===========

NOTE 5: INCOME TAXES

During the years ended December 31, 2007, 2006 and 2005 the provision for taxes
(all deferred) differs from the amounts computed by applying the U.S. Federal
income tax rate of 34% to income before provision for taxes as a result of the
following:

2007 2006 2005
----------- ----------- -----------
Computed "expected" tax benefit $(5,713,100) $(2,484,000) $ (580,000)
(Addition to) reduction in income taxes resulting from:
State income taxes, net of federal benefit -- (292,000) (68,000)
Non-deductible expenses 27,900 224,000 --
----------- ----------- -----------
(5,685,200) (2,552,000) (648,000)
Change in valuation allowance 5,685,200 2,552,000 648,000
----------- ----------- -----------
Total $ -- $ -- $ --
=========== =========== ===========

The effects of temporary differences, that give rise to significant portions of
deferred tax assets and liabilities at December 31, 2007 and 2006, are presented
below:

2007 2006
------------ ------------
Deferred tax assets:
Tax net operating loss carryforwards $ 5,209,700 $ 3,101,000
Investments 5,267,500 1,691,000
------------ ------------
Total net deferred tax asset 10,477,200 4,792,000
Valuation allowance (10,477,200) (4,792,000)
------------ ------------
Total net deferred tax asset $ -- $ --
============ ============

At December 31, 2007, the Company had net tax operating loss carryforwards of
approximately $14.3 million available to offset future taxable federal and state
income. If not utilized to offset future taxable income, the carryforwards will
expire in various years from 2022 through 2027. In the event the Company was to
experience a greater than 50% change in ownership as defined in Section 382 of
the Internal Revenue Code, the utilization of the Company's tax net operating
loss carryforwards could be severely restricted.

NOTE 6: STOCKHOLDERS' EQUITY

PREFERRED STOCK

The Company is authorized to issue up to 50,000,000 shares of preferred stock at
$0.001 par value. As of December 31, 2007 and 2006 there were no issued or
outstanding preferred shares.

During the year ended December 31, 2005, 190,000 Series B preferred shares were
converted into 392,092 shares of common stock. In addition, during 2005, the
10,000,000 shares of Series C preferred shares were converted into 1,632,234
shares of common stock.

COMMON STOCK

The Company is authorized to issue up to 950,000,000 shares of common stock, par
value $.001. At December 31, 2007 and 2006, there were 147,567,501 and
43,665,067 shares issued and outstanding, respectively.

EQUITY TRANSACTIONS

YEAR ENDED DECEMBER 31, 2007:
65,900,000 shares were issued to acquire Beverage Network of Maryland, Inc.,
including 4,000,000 shares to a note holder and 1,400,000 shares as a finder's
fee.

22,033,333 shares were issued for cash in the amount of $2,484,348.

10,650,000 shares were issued to acquire Aqua Maestro, Inc., including 400,000
shares in exchange for an AM note and 250,000 shares as fees for guaranty of one
note and extending another note.

5,000,000 shares were issued to Rudy Ruettiger for an obligation owed by Rudy
Beverage, Inc.

300,000 shares were issued to extend a note of AM.

12,000 shares were issued for services.

7,101 shares were issued for option exercises for an obligation of Rudy.

YEAR ENDED DECEMBER 31, 2006:
During the year ended December 31, 2006, the Company sold 1,409,571 shares of
its common stock for cash in the amount of $825,000.

During the year ended December 31, 2006, the Company issued 917,143 shares of
its common stock valued at $138,000 for resolution of legal matters.

During the year ended December 31, 2006, the Company granted options to acquire
a total of 450,000 shares of its common stock at an exercise price of $1.05 per
share to the three individual owners of an advertising agency used by Rudy. The
terms of the options provide that the exercise price could be paid either in
cash or as an offset to their monthly billing of a minimum of 20%. Options to
acquire 25,962 shares were exercised with an offset to their monthly billing of
$27,260 during 2006.

YEAR ENDED DECEMBER 31, 2005:
During the year ended December 31, 2005, 190,000 Series B preferred shares were
converted into 392,092 shares of common stock.

During the year ended December 31, 2005, 20,000 shares of common stock were
issued in exchange for convertible debentures in the amount of $50,000. In
addition, 27,858 shares were released from the December 31, 2004 escrow in
satisfaction of $243,750 in convertible debentures which were outstanding at
December 31, 2004.

On April 18, 2005, the Company completed a 2,500-to-1 stock split, which reduced
issued and outstanding common shares to 218,500 shares.

During the year ended December 31, 2005, the Company issued 1,632,234 common
shares in exchange for all 10,000,000 shares of the Series C preferred stock.

During the year ended December 31, 2005, the Company sold 33,092,854 common
shares in exchange for cash in the amount of $1,900,500 in private placement
transactions.

On November 17, 2005, the Company issued 6,000,000 common shares in exchange for
an 80% interest in Rudy Beverage, Inc.

On November 20, 2005, the Company exchanged its 51% interest in Island Tribe,
Inc. for 12,000 shares of its common stock. The Company retired the shares.

NOTE 7: STOCK OPTION PLAN AND COMMON STOCK OPTIONS

On January 2, 2008, we adopted the Global Beverage Solutions, Inc. 2008 Stock
Plan (the "Plan"). The Plan provides for equity compensation in the form of
awards of vested stock, restricted stock and stock options to our key employees,
officers and directors and to contractors and other persons or entities that
provide services to us. Our board of directors (or a committee designated by the
board of directors) administers the Plan and determines the awards to be issued
under the Plan. We have reserved 40,000,000 shares of our common stock to be
available for award under the Plan. There were no options outstanding under the
Plan at December 31, 2007 because the Plan was adopted after this date. At
December 31, 2007, the Company did not have a stock option plan in effect.

The Company granted options to the three owners of an advertising vendor used by
Rudy to acquire up to 450,000 shares of its common stock at an exercise price of
$1.05 per share, the average price on the date of the grant, June 14, 2006. The
stock option agreements expire on June 14, 2011, are fully vested and allow for
payment of the exercise price in either cash or as an offset to their monthly
billing of a minimum of 20%.

A summary of stock option activity during the years ended December 31, 2007 and
2006 is as follows:

Weighted
Average
Exercise
Shares Price ($)
---------- ---------
Outstanding, January 1, 2006 -- $ --
Granted 450,000 $ 1.05
Exercised (25,962) $ 1.05
----------
Outstanding, December 31, 2006 424,038 $ 1.05
Granted --
Exercised (7,101) $ 1.05
----------
Outstanding, December 31, 2007 416,937 $ 1.05
==========
Exercisable at year end 416,937 $ 1.05
==========

The fair value of each option on the date granted is estimated using the Black
Scholes option valuation model. The following weighted-average assumptions were
used for the options granted during 2006 (none granted in 2007):

Expected term 2 years
Expected cumulative volatility 55%
Expected dividend yield 0%
Risk-free interest rate 4.86%
Expected annual forfeiture rate 0%

Using these criteria, the Company calculated an intrinsic value of the options
issued during 2006 of $161,799, which was recorded as an increase to paid-in
capital and an offsetting equity reduction in deferred option compensation.

The Company recognizes compensation expense on a straight-line basis over the
requisite service period for each stock option grant. Total stock-based
compensation expense recognized during 2007 and 2006 was $80,900 and $40,450,
which reduced the deferred option compensation balance to $40,449.

NOTE 8: COMMITMENTS AND CONTINGENCIES

Global has an office lease which requires monthly rental of $4,455 through May
31, 2008; $5,198 through May 31, 2009; and $5,940 through May 31, 2011. Aqua
Maestro has a warehouse lease which requires monthly rental of $4,938 through
October 2008 and $5,089 through December 2008 and an office lease which requires
monthly rental of $2,100 through May 31, 2008 and $2,205 through May 31, 2009.
Beverage Network of Maryland has an office and warehouse lease which is
currently on a month-to-month basis at a rental of approximately $27,000.

The Company is a party to a number of debt obligations, the majority of which
are in default. See Note 3 for a discussion of each of the notes and the related
debt covenants. The Company has significant obligations and very limited
resources. The Company is attempting to raise sufficient debt and/or equity
capital to allow it to retire and or rework debt obligations. However, there is
no assurance that the Company will be successful in raising the necessary
capital. The possibility of creditor lawsuits and bankruptcy are possible if the
Company is unsuccessful in raising the necessary capital.

Future minimum lease payments, excluding Beverage Network of Maryland are 2008 -
$145,000; 2009 - $83,000; 2010 - $71,000; and 2011 - $29,000.

See Note 11 for additional commitments.

NOTE 9: GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business. As of December 31, 2007, the Company had limited revenues and incurred
net losses totaling $33,766,869 from inception through December 31, 2007.
Additionally, as of December 31, 2007, the Company has a deficit in working
capital of over $6,000,000 with substantially all of the notes payable being
past due. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. The Company intends to fund
operations through debt and equity financing arrangements which management
believes should be sufficient to fund its capital expenditures, provide working
capital and other necessary cash requirements for the year ending December 31,
2008. The successful outcome of future activities cannot be determined at this
time and there is no assurance that if achieved, the Company will have
sufficient funds to execute its intended business plan or generate positive
operating results.

The Company's subsidiaries are projected to be profitable in 2008; however, they
will require $400,000 in additional funding for inventory and working capital to
achieve profitability. In addition, the Company will require $4,051,885 to meet
its debt service requirements and $750,000 to meet its corporate overhead.

Whereas the Company believes it will be successful with its plans, due to market
factors and economic conditions, no assurance can be given that financing will
be available on favorable terms or at all.

The financial statements do not include any adjustments related to
recoverability and classification of assets carrying amounts or the amount and
classification of liabilities that might result should the Company be unable to
continue as a going concern.

NOTE 10: RELATED PARTY TRANSACTIONS

At December 31, 2007, $136,525 in compensation was owed Mr. Pearring and is
included in accrued expenses. At December 31, 2007, Mr. Pearring had loaned the
Company $36,900 and is also owed $13,179 in expense reimbursements, both of
which are included in non-interest bearing advances from an officer.

At December 31, 2007, $90,850 in compensation was owed Mr. Spitalny and is
included in accrued expenses.

On January 19, 2007, Mr. Clark resigned his position as CEO and Director and Dr.
Silvey assumed the position of interim CEO and resigned his position as Chairman
of the audit committee. On February 23, 2007, Dr. Silvey resigned his position
as CEO, and the Company's Board of Directors appointed Mr. Pearring to serve as
President, CEO and Director.

During 2007 and 2006, Mr. Clark's compensation of $36,000 and $104,000,
respectively, was paid to Clark Capital, which is wholly owned by Mr. Clark. Mr.
Knight's compensation of $5,000 and $30,000 in 2007 and 2006, respectively, was
paid to Knight Consulting Corporation, which is wholly owned by Mr. Knight. Mr.
Knight resigned his position as CFO, Vice-president, Secretary and Treasurer
effective February 23, 2007.

NOTE 11: SUBSEQUENT EVENTS

1. FORM N-54C FILED ON JANUARY 2, 2008

On January 2, 2008, we filed Form N-54C with the Securities and
Exchange Commission ("SEC") to notify the SEC of the withdrawal of our
previous election to be regulated as a BDC and thus subject to sections
55 through 65 of the Investment Company Act of 1940 (the "1940 Act"). A
majority of the voting power of our common stock voted to approve the
recommendation of the Board of Directors to withdraw our election to be
regulated as a BDC.

We intend to pursue a business model whereby we acquire majority
ownership stakes in beverage-related companies. In this regard, we plan
to remain active in the imported bottled water category and alternative
or "New Age" beverage category (such as mildly flavored water, fruit
drinks, sports and energy drinks, soy-based beverages and other
non-conventional beverages) through our two wholly owned subsidiaries:
Aqua Maestro, Inc. and Beverage Network of Maryland, Inc.

Under our new business model, we will at all times conduct our
activities in such a way that we will not be deemed an "investment
company" subject to regulation under the 1940 Act. Thus, we will not
hold ourselves out as being engaged primarily in the business of
investing, reinvesting or trading in securities. In addition, we will
conduct our business in such a manner as to ensure that we will at no
time own or propose to acquire investment securities having a value
exceeding 40% of our total assets at any one time.

2. ON JANUARY 2, 2008, THE COMPANY ADOPTED THE GLOBAL BEVERAGE SOLUTIONS,
INC. 2008 STOCK OPTION PLAN AND GRANTED OPTIONS

On January 2, 2008, we adopted the Global Beverage Solutions, Inc. 2008
Stock Plan (the "Plan"). The Plan provides for equity compensation in
the form of awards of vested stock, restricted stock and stock options
to our key employees, officers and directors and to contractors and
other persons or entities that provide services to us. Our board of
directors (or a committee designated by the board of directors)
administers the Plan and determines the awards to be issued under the
Plan. We have reserved 40,000,000 shares of our common stock to be
available for award under the Plan. There were no options outstanding
under the Plan at December 31, 2007.

common stock, immediately vesting stock options to purchase 5,000,000
shares of the Company's common stock and performance vesting stock
options to purchase 11,000,000 shares of the Company's common stock. Of
these Plan awards, Brett Spitalny, the Company's Chief Operating
Officer, will receive 600,000 shares of the Company's common stock,
immediately vesting stock options to purchase 3,000,000 shares of the
Company's common stock, and performance vesting stock options to
purchase 6,700,000 shares of the Company's common stock.

There are two types of performance vesting stock options awarded to Mr.
Pearring and Mr. Spitalny. The first type becomes conditionally vested
based upon the amount of gross proceeds raised by the Company through
certain financings during 2008. One seventh (1/7th) of the options
conditionally vest for each $1,000,000 of gross proceeds raised by the
Company after the first $1,000,000 is raised. Mr. Pearring will receive
stock options to purchase 7,000,000 shares of the Company's common
stock of this type of performance vesting stock option, and Mr.
Spitalny will receive stock options to purchase 4,200,000 shares of the
Company's common stock of this type of performance vesting stock
option.

The second type of performance vesting stock option awarded to Mr.
Pearring and Mr. Spitalny becomes conditionally vested upon the closing
of a specified acquisition. Mr. Pearring will receive stock options to
purchase 4,000,000 shares of the Company's common stock of this type of
performance vesting stock option, and Mr. Spitalny will receive stock
options to purchase 2,500,000 shares of the Company's common stock of
this type of performance vesting stock option.

Under both types of performance vesting stock options, the
conditionally vested options become fully vested and exercisable in
three equal annual installments, with the first installment occurring
on the date that the options become conditionally vested. In addition,
the exercise price of all such stock options is $0.012 per share, the
closing price of a share of the Company's common stock on January 2,
2008, as reported through the OTC Bulletin Board.

3. ON JANUARY 23, 2008, THE COMPANY ENTERED INTO A STOCK REPURCHASE
AGREEMENT

On January 23, 2008, we entered into a Stock Repurchase Agreement with
XStream by which we repurchased the 60,500,000 shares of our common
stock originally issued to XStream. As consideration for the purchase,
we issued a convertible note in the principal amount of $700,000 (the
"XStream Convertible Note"). The XStream Convertible Note bears
interest at the prime rate plus 2% and matures on October 31, 2008. The
XStream Convertible Note is convertible into shares of our common stock
as the conversion price specified in the Stock Repurchase Agreement
with XStream if we default in the repayment of amounts due under the
XStream Convertible Note or if we fail to pay $500,000 to Laurus Master
Fund, Ltd. ("Laurus") on or before May 1, 2008 pursuant to the letter
agreement described in the following paragraph.

On January 23, 2008, and in conjunction with the stock repurchase
described in the previous paragraph, we entered into a letter agreement
with Laurus and XStream (the "Letter Agreement"). In connection with
the Letter Agreement, XStream collaterally assigned both the XStream
Secured Note and the XStream Convertible Note to Laurus. Under the
Letter Agreement, we agreed to pay to Laurus $500,000 in repayment of a
portion of the outstanding balance of the XStream Secured Note by May
1, 2008. Upon making the $500,000 payment, Laurus agreed to release
certain liens it has on the inventory of BNM and XStream, and Laurus
and XStream agreed to terminate a stock pledge agreement with respect
to the stock of BNM and a master security agreement securing collateral
on our obligations under the Secured Note.

Simultaneously, and in conjunction with, the stock repurchase and the
Letter Agreement discussed above, we entered into a second amendment
("Amendment No. 2") of the XStream Secured Note. Amendment No. 2
accelerated the maturity date of the note from March 31, 2011 to
October 31, 2008 and removed the requirement for monthly payments of
$25,000. The XStream Secured Note had a principal balance of $1,072,453
and accrued interest of $29,079 at December 31, 2007.

4. ON FEBRUARY 5, 2008, THE COMPANY FILED FORM S-8 TO REGISTER 40,000,000
SHARES OF ITS COMMON STOCK.

On February 5, 2008, the Company filed a registration statement on Form
S-8 to register the 40,000,000 shares of its common stock which had
been reserved pursuant to the adoption of the Global Beverage
Solutions, Inc. 2008 Stock Option Plan discussed in item 2 above.

5. ON FEBRUARY 13, 2008, THE COMPANY ISSUED 4,592,593 SHARES OF ITS COMMON
STOCK TO MELTON MANAGEMENT LTD.

On February 13, 2008, the Company issued 4,592,593 shares of its common
stock to Melton management Ltd. pursuant to the conversion of $31,000
in principal of the convertible debt held by Melton.

6. ADDITIONAL SHARES ISSUED DURING THE QUARTER ENDED MARCH 31, 2008

During the quarter ended March 31, 2008, the Company issued 3,000,000
of it common shares pursuant to a consulting agreement and issued
100,000 shares to a note holder of AM for interest.

NOTE 12: FOURTH QUARTER ADJUSTMENTS

The Company made significant adjustments in the fourth quarter of 2007, as
follows:

o The Company accrued $968,000 as the estimated cost of a guaranty
to a note holder. This amount was added to the investment in BNM
and is considered in the valuation below.
o The Company evaluated its investment in BNM utilizing an industry
standard which produces the minimum value of the investment. This
resulted in an additional unrealized loss of $3,868,000. At
December 31, 2007, the Company has a total unrealized loss of
$11,831,318 on its investment in BNM.
o The Company evaluated its investment in AM utilizing the same
method employed in valuing BNM, which resulted in recording an
unrealized loss of $1,321,606 at December 31, 2007.
o There are no adjustments necessary for prior quarters.

NOTE 13: UNAUDITED SUPPLEMENTAL INFORMATION

The following represents unaudited pro forma comparisons of the Company's
balance sheet as of December 31, 2007 and statement of operations for the year
ended December 31, 2007 showing the difference between the BDC presentation and
the presentation that will be required after the Company's election to withdraw
from being regulated as a BDC on January 2, 2008.

GLOBAL BEVERAGE SOLUTIONS, INC.
HISTORICAL AND PRO FORMA BALANCE SHEETS
DECEMBER 31, 2007

PRO FORMA
AS PRESENTED (UNAUDITED)
------------ ------------
ASSETS
Cash and cash equivalents $ 888 $ 3,383
Accounts receivable, net -- 364,225
Inventory -- 1,211,293
Prepaid expenses and other assets 1,994 116,287
------------ ------------
Total current assets 2,882 1,695,188
Property and equipment, net 2,548 58,176
Goodwill -- 1,990,804
Investments 2,898,771 --
------------ ------------
TOTAL ASSETS $ 2,904,201 $ 3,744,168
============ ============

LIABILITIES
Accounts payable $ 85,283 $ 1,515,478
Accrued expenses 1,528,764 1,696,233
Non-interest bearing advances from officer 50,079 61,900
Notes payable 4,412,864 4,484,386
------------ ------------
TOTAL LIABILITIES 6,076,990 7,757,997
------------ ------------

STOCKHOLDERS' DEFICIT
Convertible preferred stock, $.001 par value;
50,000,000 shares authorized; no shares issued
and outstanding -- --
Common stock, $.001 par value, authorized
950,000,000 shares; 147,567,501 and 43,665,067.
shares issued and outstanding at December
31, 2007 and 2006, respectively 147,567 147,567
Additional paid in capital 30,486,962 30,486,962
Deferred option compensation (40,449) (40,449)
Accumulated deficit (33,766,869) (34,607,909)
------------ ------------
TOTAL STOCKHOLDERS' DEFICIT $ (3,172,789) $ (4,013,829)
============ ============
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 2,904,201 $ 3,744,168
============ ============

GLOBAL BEVERAGE SOLUTIONS, INC.
HISTORICAL AND PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2007

PRO FORMA
AS PRESENTED (UNAUDITED)
------------- -------------
REVENUES:
Product sales $ -- $ 8,810,660
Cost of product sold -- 6,558,737
------------- -------------
Gross profit -- 2,251,923
EXPENSES:
Compensation and benefits 407,720 1,988,876
Non-cash option compensation 80,900 80,900
Asset impairment -- 13,152,924
Accounting services 88,184 88,184
Legal services 259,244 285,244
Board of director fees 3,000 3,000
Public relations, transfer agent and other professional
services 36,755 36,755
Other selling, general and administrative expenses 143,898 1,598,739
Interest expense 534,233 565,199
------------- -------------
1,553,934 17,799,821
------------- -------------
LOSS BEFORE INCOME TAXES (1,553,934) (15,547,898)
INCOME TAXES -- --
------------- -------------
LOSS FROM OPERATIONS (1,553,934) (15,547,898)
------------- -------------

OTHER INCOME (EXPENSE):
Loss on sale of investments (4,785,000) (4,785,000)
Unrealized gain (loss) on investments (10,464,207) 2,688,717
------------- -------------
Total other expense (15,249,207) (2,096,283)
------------- -------------
NET LOSS $ (16,803,141) $ (17,644,181)
============= =============

NET LOSS PER SHARE, BASIC AND DILUTED $ (0.1276) $ (0.1340)
============= =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 131,718,621 131,718,621
============= =============

GLOBAL BEVERAGE SOLUTIONS, INC.
SCHEDULES OF FINANCIAL RATIOS
THREE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005

2007 2006 2005
------------- ------------ ------------
PER SHARE INFORMATION:
Net asset value, beginning of year $ 0.002 $ 0.140 $ 2.130
Net decrease from operations (0.012) (0.030) (0.060)
Net change in realized and unrealized
depreciation on investments (0.112) (0.138) (0.040)
Net increase from stock transactions 0.100 0.030 (1.890)

------------- ------------ ------------
Net asset (liability) value, end of year $ (0.022) $ 0.002 $ 0.140
============= ============ ============

PER SHARE MARKET VALUE:
Beginning of period $ 0.42 $ 1.67 $ 12.50
End of period $ 0.01 $ 0.42 $ 1.67
Investment return, based on market price
at end of period -97.74% -74.85% -86.64%

RATIOS/SUPPLEMENTAL DATA:
Net assets (liabilities), end of year $ (3,172,789) $ 89,396 $ 5,827,124
Average net assets 4,708,736 4,843,219 1,305,000

Annualized ratio of expenses to average net assets 33% 27% 81%
Annualized ratio of decrease in net assets from
operations to average net assets -357% -151% -131%

Weighted average number of shares outstanding
during the year 131,718,621 43,052,471 18,418,649
Number of shares outstanding, end of year 147,567,501 43,665,067 41,312,391

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A(T): CONTROLS AND PROCEDURES

1. Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer, evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2007 (the
"Evaluation Date"). Based upon that evaluation, the chief executive officer
concluded that, as of the Evaluation Date, our disclosure controls and
procedures are not effective to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act (i) is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms and (ii) is accumulated and communicated to our
management, including its chief executive officer, as appropriate to allow
timely decisions regarding required disclosure.

The Company has previously relied on third parties to prepare financial
statements of its two principal investments, BNM and AM. Delays encountered in
obtaining this information resulted in delays in completing the necessary
investment valuations. The Company now has an in-house accountant and will
maintain direct control over accounting in the future, which should provide for
timely reporting of information.

2. Internal Control over Financial Reporting

(a) Management's Annual Report on Internal Control Over Financial
Reporting

The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
SEC, internal control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Exchange Act as a process designed by, or under
the supervision of, the Company's principal executive and principal financial
officers and effected by the Company's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The
Company's internal control over financial reporting is supported by written
policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles and that
receipts and expenditures of the Company are being made only in accordance with
authorizations of the Company's management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a
material effect on the financial statements.

The Company's internal control system was designed to provide reasonable
assurance to the Company's management and board of directors regarding the
preparation and fair presentation of published financial statements. All
internal control systems, no matter how well designed, have inherent limitations
which may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007. In making
this assessment, management used the framework set forth in the report entitled
"Internal Control-Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
each of the components of a company's internal control system, including (i) the
control environment, (ii) risk assessment, (iii) control activities, (iv)
information and communication, and (v) monitoring. Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was not effective as of December 31, 2007, primarily due to a lack of
segregation of duties.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permits us to provide only management's report in this annual
report.

(b) Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined
in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection
with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred
during the fiscal quarter ended December 31, 2007 that has materially affected,
or is likely to materially affect, our internal control over financial
reporting.

ITEM 9B: OTHER INFORMATION

None.

PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following section sets forth, as of February 29, 2008, the names, ages and
current positions with the Company held by the Directors, Executive Officers and
Significant Employees; together with the year such positions were assumed. There
is no immediate family relationship between or among any of the Directors,
Executive Officers or Significant Employees, and the Company is not aware of any
arrangement or understanding between any Director or Executive Officer and any
other person pursuant to which he was elected to his current position.

Each Director will serve until he or she resigns or is removed or is otherwise
disqualified to serve or until his or her successor is elected. The Company
currently has three Directors.

NAME AGE POSITION

Jerry Pearring 48 President, CEO and Director since
February 23, 2007

Brett Spitalny 57 Chief Operating Officer since February 27, 2007

Ross E. Silvey 79 Outside Director since September 2005;
Interim CEO and President from January 19,
2007 until February 23, 2007

Terry Turner 61 Outside Director since September 2005

Jerry Pearring - Mr. Pearring accepted the appointment of President, CEO and
Director of the Company on February 23, 2007. Prior to February 23, 2007, Mr.
Pearring was the president of XStream Beverage Network, Inc. where he has served
since the beginning of 2003. Prior to joining Xstream Beverage Network, Inc.,
Mr. Pearring served as Sr. Vice President of Domestic Business for BEVsystems
International, a bottled water manufacturer in Miami, Florida. From 1996 to
2001, he served as president and CEO of Total Quality Beverage, a natural
beverage manufacturer based in Keene, New Hampshire. From 1994 to 1996, Mr.
Pearring served as General Manager of Nantucket Nectars of Washington, D.C., and
he served as the National Sales Manager of Soho Beverages from 1992-1994. From
1984-1992, Mr. Pearring was General Manager and owner of Chesapeake Export, a
ford and beverage broker in Washington, D.C. Mr. Pearring served in a sales and
marketing position with Anheuser-Busch, Inc., in Washington, D.C. and Boston
from 1981 until 1984. He holds a Masters in Business Administration from
Marymount University in Arlington, Virginia, and a Bachelors of Science degree
in Marketing from George Mason University in Fairfax, Virginia.

Brett S. Spitalny - Mr. Spitalny was appointed Chief Operating Officer for a
term of three years on February 27, 2007. His primary responsibilities include
overseeing the operations of the Company's two operating subsidiaries: Beverage
Network of Maryland, Inc. and Aqua Maestro, Inc. Prior to joining the Company
and since April 2006, Mr. Spitalny was Vice President of Business Development
for XStream Beverage Network, Inc., a company that engages in the development,
marketing and sale of "new age" beverage category natural sodas, fruit juices
and energy drinks in the United States. From January 2004 until April 2006, Mr.
Spitalny was a principal investment banker for State Street Securities, a
company that provides security lending and securities finance services. From
November 2001 until December 2003, Mr. Spitalny served as a senior investment
advisor for Cardinal Capital Management, Inc., a full service broker dealer and
registered investment advisor firm.

Ross E. Silvey - Dr. Silvey was elected as an outside Director of the Company in
September 2005. Dr. Silvey has owned and operated franchised automobile
businesses, finance companies and insurance companies for over thirty years. Dr.
Silvey has taught as an adjunct or full-time professor with most of his courses
in the upper division and MBA programs at the University of Tulsa, Oral Roberts
University, Langston University and Southern Nazarene University. His formal
education is an MBA from the Harvard Business School. He has also been awarded
the Ph.D. degree from the Walden Institute of Advanced Studies. Dr. Silvey
served as Chairman of the audit committee until January 19, 2007, when he became
Interim CEO and President as a result of the resignation of Mr. Clark. Dr.
Silvey resigned as CEO and President on February 23, 2007, when Mr. Pearring
accepted the appointment of President, CEO and Director. Dr. Silvey is an
independent director of Double Eagle Holdings, Ltd. (DEGH).

Terry Turner - Mr. Turner was elected an outside Director of the Company in
September 2005. Mr. Turner has been a restaurant owner in Tulsa for over 35
years and has previously served as an independent director on the boards of two
other public companies. Mr. Turner has a BS degree in Business Administration
from the University of Arkansas. Mr. Turner began serving as Chairman of the
audit committee on January 19, 2007, when Dr. Silvey became Interim CEO.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers, directors and persons who own more than ten percent of our
common stock to file initial reports of ownership and changes in ownership with
the SEC. Additionally, SEC regulations require that we identify any individuals
for whom one of the referenced reports was not filed on a timely basis during
the most recent fiscal year or prior fiscal years. To our knowledge, based
solely on a review of reports furnished to us, Mr. Pearring and Mr. Spitalny
were late filing their respective Form 3s during the Company's Fiscal Year
ending December 31, 2007.

CODE OF ETHICS

As a relatively small company, we have not yet devoted the time and money to
formalize a code of ethics applicable to our principal executive, financial and
accounting officers.

AUDIT COMMITTEE

Our entire Board of Directors serves the function of audit committee, as
permitted by Section 3(a)(58)(B) of the Exchange Act. The Board of Directors has
determined that Terry Turner meets the requirements of a financial expert and is
independent.

ITEM 11: EXECUTIVE COMPENSATION

The following table sets forth the cash and other compensation we paid during
the past three fiscal years to our chief executive officer, president and other
individuals who served as executive officers and whose total compensation was
$100,000 or more.

SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION YEAR SALARY TOTAL
- --------------------------- ---- ------ -----

Jerry Pearring (CEO since February 23, 2007) (1) 2007 $ 11,365 $ 11,365
2006 N/A N/A
2005 N/A N/A

Brett S. Spitalny (COO since February 27, 2007) (2) 2007 $ 16,423 $ 16,423
2006 N/A N/A
2005 N/A N/A

Ross E. Silvey (Interim CEO from January 19, 2007 2007 N/A N/A
to February 23, 2007) 2006 N/A N/A
2005 N/A N/A

Richard T. Clark (CEO from September 2005 until 2007 $ 36,000 $ 36,000
January 19, 2007) (3) 2006 $104,000 $104,000
2005 $ 7,500 $ 7,500

Bruce MacGregor (CEO until September 2005) (4) 2007 N/A N/A
2006 $ 31,850 $ 31,850
2005 $119,640 $119,640

Bryce Knight (CFO from September 2005 until 2007 $ 5,000 $ 5,000
February 23, 2007) (5) 2006 $ 30,000 $ 30,000
2005 $ 2,500 $ 2,500

Bernard Gurr (CFO from August 2004 until September 2007 N/A N/A
2005) 2006 N/A N/A
2005 $ 99,771 $ 99,771

1. Mr. Pearring became President and CEO on February 23, 2007 when BNM was
acquired from XStream. Mr. Pearring has an employment agreement which
provides an initial annual compensation of $185,000 and includes an
automobile allowance and other standard benefits. Salary included above
is W-2 compensation. Mr. Pearring has $136,525 in accrued compensation
at December 31, 2007.

2. Mr. Spitalny became COO on February 27, 2007 with an initial
compensation of $165,000 and includes an automobile allowance and other
standard benefits. Salary included above is W-2 compensation. Mr.
Spitalny has $90,850 in accrued compensation at December 31, 2007.
3. Mr. Clark's compensation increased to $10,000 per month commencing
January 1, 2006, and by mutual agreement decreased to $6,000 per month
commencing September 1, 2006, and was paid to Clark Capital, which is
wholly owned by Mr. Clark.
4. Mr. MacGregor had $31,850 in accrued payroll from prior years as of
December 31, 2005, which was paid to him during 2006. Salary amounts in
the table are W-2 compensation.
5. Mr. Knight's part-time compensation increased to $2,500 per month
commencing January 1, 2006, and was paid to Knight Consulting
Corporation, which is wholly owned by Mr. Knight.

Columns for bonus, stock awards, option awards, non-equity incentive plan
compensation, change in pension value and nonqualified deferred compensation
earnings and all other compensation are omitted from the table as all amounts
are $0.

Compensation for our officers and directors is based on comparative compensation
levels for similar positions and time.

GRANTS OF PLAN-BASED AWARDS TABLE

There were no grants of plan-based awards during our fiscal year ended December
31, 2007 to the named individuals.

On January 2, 2008, the Board of Directors approved the award under the Plan of
(i) 4,000,000 shares of the Company's common stock, (ii) immediately vesting
stock options to purchase 10,710,000 shares of the Company's common stock and
(iii) performance vesting stock options to purchase 17,700,000 shares of the
Company's common stock. Such Plan awards were made to the Company's employees,
officers and directors. Of these Plan awards, Jerry Pearring, the Company's
President and Chief Executive Officer, will receive 1,000,000 shares of the
Company's common stock, immediately vesting stock options to purchase 5,000,000
shares of the Company's common stock and performance vesting stock options to
purchase 11,000,000 shares of the Company's common stock. Of these Plan awards,
Brett Spitalny, the Company's Chief Operating Officer, will receive 600,000
shares of the Company's common stock, immediately vesting stock options to
purchase 3,000,000 shares of the Company's common stock, and performance vesting
stock options to purchase 6,700,000 shares of the Company's common stock.

There are two types of performance vesting stock options awarded to Mr. Pearring
and Mr. Spitalny. The first type becomes conditionally vested based upon the
amount of gross proceeds raised by the Company through certain financings during
2008. One seventh (1/7th) of the options conditionally vest for each $1,000,000
of gross proceeds raised by the Company after the first $1,000,000 is raised.
Mr. Pearring will receive stock options to purchase 7,000,000 shares of the
Company's common stock of this type of performance vesting stock option, and Mr.
Spitalny will receive stock options to purchase 4,200,000 shares of the
Company's common stock of this type of performance vesting stock option.

The second type of performance vesting stock option awarded to Mr. Pearring and
Mr. Spitalny becomes conditionally vested upon the closing of a specified
acquisition. Mr. Pearring will receive stock options to purchase 4,000,000
shares of the Company's common stock of this type of performance vesting stock
option, and Mr. Spitalny will receive stock options to purchase 2,500,000 shares
of the Company's common stock of this type of performance vesting stock option.

Under both types of performance vesting stock options, the conditionally vested
options become fully vested and exercisable in three equal annual installments,
with the first installment occurring on the date that the options become
conditionally vested. In addition, the exercise price of all such stock options
is $0.012 per share, the closing price of a share of the Company's common stock
on January 2, 2008, as reported through the OTC Bulletin Board.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

There were no outstanding equity awards at December 31, 2007 for the named
individuals.

OPTION EXERCISES AND STOCK VESTED TABLE

There were no option exercises or stock vested during our 2007 Fiscal Year for
the named individuals.

PENSION BENEFITS

The named individuals are not covered by a pension plan.

NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION
PLANS

We do not have a nonqualified defined contribution or deferred compensation
plan.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

There are no potential payments upon termination or change-in-control for the
named individuals.

COMPENSATION OF DIRECTORS
Director Fee
Earned or Paid
Name in Cash ($)
---- -----------
Ross E. Silvey $ 1,500
Terry Turner $ 1,500

The other directors during 2007 were the CEO at the time, Mr. Pearring and Mr.
Clark. Mr. Pearring and Mr. Clark were not paid separately for acting in their
roles as directors.

The columns for stock awards, option awards, non-equity incentive plan
compensation, change in pension value and nonqualified deferred compensation
earnings and all other compensation are omitted as there was no other form of
compensation for the directors.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table indicates all persons who, as of February 29, 2008, the most
recent practicable date, are known by us to own beneficially more than 5% of any
class of our outstanding voting securities. As of February 29, 2008, there were
98,760,094 shares of our common stock outstanding, and to the best of our
knowledge, each person named in the table has sole voting and investment power
with respect to the securities beneficially owned by them as set forth opposite
their name.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER % OF CLASS
- -------------- ---------------- ---------------- ----------

Common Gene D. Donney 9,225,000 9.34%
4040 Sanctuary Lane
Boca Raton, FL 33431

Common Jerry Pearring (a) 6,000,000 5.78%
2 S. University Drive, #220
Plantation, FL 33324

SECURITY OWNERSHIP OF MANAGEMENT

The following table indicates the beneficial ownership of our voting securities
of all Directors of the Company and all Executive Officers who are not Directors
of the Company, and all officers and directors as a group, as of February 29,
2008, the most recent practicable date. As of February 29, 2008, there were
98,760,094 shares of our common stock outstanding, and to the best of our
knowledge, each person named in the table has sole voting and investment power
with respect to the securities beneficially owned by them as set forth opposite
their name. All options are currently exercisable, unless otherwise indicated.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER % OF CLASS
- -------------- ---------------- ---------------- ----------

Common Jerry Pearring (a) 6,000,000 5.78%

Common Brett S. Spitalny (b) 3,600,000 3.54%

Common Ross Silvey (c) 1,000,000 1.01%

Common Terry Turner (c) 1,000,000 1.01%

Common All officers and directors 11,600,000 10.87%
as a Group (4 persons)

(a) Mr. Pearring was awarded 1,000,000 shares on February 6, 2008 and an
option to acquire 5,000,000 shares was also granted to Mr. Pearring on
January 2, 2008 pursuant to the Global Beverage Solutions, Inc. 2008
Stock Plan (the "Plan"). The number of shares reported in this table
does not include performance vesting options to purchase 11,000,000
shares of our common stock issued to Mr. Pearring pursuant to the Plan
on January 2, 2008 because until the performance goals are met under
these options, Mr. Pearring does not have the right to acquire
beneficial ownership of such shares within sixty days.
(b) Mr. Spitalny was awarded 600,000 shares on February 2, 2008 and was
granted an option to acquire 3,000,000 shares on January 2, 2008
pursuant to the Global Beverage Solutions, Inc. 2008 Stock Plan. The
number of shares reported in this table does not include performance
vesting options to purchase 6,700,000 shares of our common stock issued
to Mr. Spitalny pursuant to the Plan on January 2, 2008 because until
the performance goals are met under these options, Mr. Spitalny does
not have the right to acquire beneficial ownership of such shares
within sixty days.
(c) Mr. Silvey and Mr. Turner were each awarded 1,000,000 shares on
February 6, 2008 pursuant to the Plan.

EQUITY COMPENSATION PLAN INFORMATION

See "Item 5 - Securities Authorized for Issuance under Equity Compensation
Plans".

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

At December 31, 2007, $90,850 in compensation was owed Mr. Spitalny and is
included in accrued expenses.

The Board of Directors has determined that Mr. Turner is independent as that
term is defined in the American Stock Exchange Company Guide.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES:

As of February 29, 2008, for the fiscal years ended December 31, 2007 and 2006,
Turner, Stone & Company, LLP, our auditor, billed the Company $42,175 and
$41,813, respectively, for services rendered for the audit of the Company's
financial statements included in its report on Form 10-K and the reviews of the
financial statements included in its reports on Form 10-Q filed with the SEC.

AUDIT RELATED FEES:

None.

TAX FEES:

The auditors have billed no fees for tax services.

OTHER FEES:

None.

PRE-APPROVAL POLICIES:

In accordance with Section 3(a)(58)(B) of the Exchange Act, our entire Board of
Directors constitutes the audit committee. The audit committee's policy is to
expressly pre-approve all audit and permissible non-audit services provided by
the Company's registered independent public accounting firm before the
registered independent public accounting firm is engaged by the Company to
provide any such services. These services may include audit services,

audit-related services, tax services and other related services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the
particular service or category of service. The audit committee limits the
engagement by the Company of Turner, Stone & Company LLP for non-audit services
and tax services to those circumstances where the services are considered
integral to the audit services that it provides, or in which there is another
compelling rationale for using its services.

PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:
1. Financial Statements - The following financial statements of
Global Beverage Solutions, Inc. are contained in Item 8 of this
Form 10-K:
o Reports of Independent Certified Public Accountants
o Statements of Net Assets at December 31, 2007 and 2006
o Statements of Operations - For the years ended December
31, 2007, 2006 and 2005
o Statements of Cash Flows - For the years ended December
31, 2007, 2006 and 2005
o Statements of Changes in Net Assets - For the years
ended December 31, 2007, 2006 and 2005
o Schedule of Investments - At December 31, 2007 and 2006
o Notes to the Financial Statements
o Schedules of Financial Ratios for the years ended
December 31, 2007, 2006 and 2005
2. Financial Statement Schedules were omitted, as they are not
required or are not applicable, or the required information is
included in the Financial Statements.
3. Exhibits - The exhibits listed in the following Index of Exhibits
are filed with this report or are incorporated herein by reference
to a prior filing, in accordance with Rule 12b-32 under the
Securities Exchange Act of 1934.

INDEX OF EXHIBITS

Exhibit Description
- ------- -----------

3.1 Restated Articles of Incorporation of the Company, effective as of
January 25, 2008 (incorporated by reference to Exhibit 3.2 to our
current report on Form 8-K filed on January 28, 2008).

3.2 Bylaws of the Company, adopted on January 25, 2008 (incorporated
by reference to Exhibit 3.1 of our current report on Form 8-K
filed on January 28, 2008).

4.1 Registrations Rights Agreement dated July 6, 2007 between the
Company and Melton Management, Ltd. (incorporated by reference to
Exhibit 10.3 of our current report on Form 8-K filed on July 6,
2007).

10.1 Note Purchase Agreement between the Company and Melton Management
Ltd., dated July 6, 2007 (incorporated by reference to Exhibit
10.2 of our current report on Form 8-K filed on July 6, 2007).

10.2 Form of Convertible Note (used in connection with the Note
Purchase Agreement listed in Exhibit 10.1 hereto) (incorporated by
reference to our Form 8-K filed on July 6, 2007).

10.3 Letter Agreement between the Company and Palladum Capital
Advisors, LLC, dated July 6. 2007 (incorporated by reference to
our current report on Form 8-K filed on July 6, 2007).

10.4 Resale of Secured Promissory Note Agreement, dated October 8, 2007
(incorporated by reference to our current report on Form 8-K filed
on October 15, 2007).

10.5 Global Beverage Solutions, Inc. 2008 Stock Plan (incorporated by
reference to Exhibit 4.1 of our registration statement on Form S-8
filed on February 5, 2008).

10.6 Form of Global Beverage Solutions, Inc. 2008 Stock Plan Stock
Option Grant Agreement - immediate vesting (incorporated by
reference to Exhibit 10.2 of our current report on Form 8-K filed
on January 8, 2008).

10.7 Form of Global Beverage Solutions, Inc. 2008 Stock Plan Stock
Option Grant Agreement - performance vesting (incorporated by
reference to Exhibit 10.3 of our current report on Form 8-K filed
on January 8, 2008).

10.8 Letter Agreement for the Repurchase of Shares of Common Stock and
the Issuance of the Related Convertible Note, dated as of January
23, 2008 (incorporated by reference to Exhibit 10.1 of our current
report on Form 8-K filed on January 28, 2008).

10.9 $700,000 Convertible Note by Global Beverage Solutions, Inc. to
XStream Beverage Network, Inc., dated as of January 23, 2008
(incorporated by reference to Exhibit 10.2 of our current report
on Form 8-K filed on January 28, 2008).

10.10 $2,000,000 Secured Promissory Note by Global Beverage Solutions,
Inc. to XStream Beverage Network, Inc., dated as of January 31,
2007 (incorporated by reference to Exhibit 10.3 of our current
report on Form 8-K filed on January 28, 2008).

10.11 Amendment No. 1 to the $2,000,000 Secured Promissory Note by
Global Beverage Solutions, Inc. to XStream Beverage Network, Inc.,
dated as of February 23, 2007 (incorporated by reference to
Exhibit 10.4 of our current report on Form 8-K filed on January
28, 2008).

10.12 Amendment No. 2 to the $2,000,000 Secured Promissory Note by
Global Beverage Solutions, Inc. to XStream Beverage Network, Inc.,
dated as of January 23, 2008 (incorporated by reference to Exhibit
10.5 of our current report on Form 8-K filed on January 28, 2008).

10.13 Side Letter Agreement by and among Laurus Master Fund, Ltd.,
Global Beverage Solutions, Inc., and XStream Beverage Network,
Inc., dated as of January 23, 2008 (incorporated by reference to
Exhibit 10.6 of our current report on Form 8-K filed on January
28, 2008).

21 Subsidiaries of Global Beverage Solutions, Inc.

23 Consent of Turner, Stone & Company, LLP.

31.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14 of the Securities Exchange Act of
1934

32.1 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized on April 11, 2008.

GLOBAL BEVERAGE SOLUTIONS, INC.

By: /s/ Jerry Pearring
--------------------------------------------
Jerry Pearring, Director, President,
CEO and CFO (Principal Executive
Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

Date Title (Capacity) Signature

April 11, 2008 Director, President, CEO and CFO /s/ Jerry Pearring
(Principal Executive Officer and ---------------------
Principal Financial Officer) Jerry Pearring

April 11, 2008 Director /s/ Ross Silvey
---------------------
Ross Silvey

April 11, 2008 Director /s/ Terry Turner
---------------------
Terry Turner