U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 1, 2015
SOUTH BEACH SPIRITS, INC.
(Exact name of registrant as specified in its charter)
Nevada 001-36549 46-2084743
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2690 Weston Road, Suite 200, Weston, FL 33331
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 458-9996
(Former name or address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions below:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
As used in this Current Report on Form 8-K and unless otherwise indicated, the
terms the "the COMPANY," "WE," "US" and "OUR" refer to South Beach Spirits, Inc.
and its wholly-owned subsidiary V Georgio, Inc.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) On October 1, 2015, the Company entered into a Separation Agreement (the
"SEPARATION AGREEMENT") with Kenneth Mcleod, our President, principal
shareholder and a director, pursuant to which, among other matters:
* Mr. McLeod resigned as an officer and director of the Company.
* In satisfaction of any compensatory obligations owed to Mr. McLeod by
the Company, he will be permitted to retain 108,000 shares (the "KM
SHARES") of the 25,000,000 shares of our common stock that he had
previously agreed to contribute to the capital of the Company.
* Mr. McLeod agreed to limit sale, transfer or conveyance of the KM
Shares, by public sale or otherwise to not more than 6,000 shares of
common stock per calendar month.
* Mr. McLeod agreed to convert the $96,637.05, owed by the Company to
Media 7 Investments, LLC, ("MEDIA 7"), a limited liability company
100% owned by Mr. McLeod, into 186,000 shares of our common stock (the
"CONVERSION SHARES"), based on the average 52 week trading price of
our common stock of $0.52 per share.
* Mr. McLeod agreed not to sell, transfer or convey the shares of common
stock held by Media 7 without our prior consent.
* Mr. McLeod granted the Company a full release.
The Conversion Shares were issued pursuant to the exemption from registration
afforded by Section 4(2)(a) under the Securities Act of 1933, as amended.
The description of the Separation Agreement is above is qualified by reference
to the copy of the Separation Agreement filed as an Exhibit to this Current
Report on Form 8-K and incorporated herein by reference.
(b) Contemporaneously with entering into the Separation Agreement, Mr. McLeod
sold the remaining 25,000,000 shares of our common stock held by him of record
(the "CONTROL SHARES") to Vincent Prince, our Chief Financial Officer and a
director for $25,000.00. The source of funds for the purchase were Mr. Prince's
personal funds. As a result of the sale of the Control Shares by Mr. McLeod, a
"CHANGE IN CONTROL" of the Company took place.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
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ITEM 5.01. CHANGES IN CONTROL OF THE REGISTRANT.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description
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10.1 Separation Agreement dated October 1, 2015, by and between
Kenneth McLeod and the Company
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUTH BEACH SPIRITS, INC.
Dated: October 8, 2015 By: /s/ Vincent Prince
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Vincent Prince, Chief Financial Officer
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