| Authorized |
| Date |
Shares |
Source |
| 9/30/2006 |
950M |
10-Q |
| Outstanding |
| Date |
Shares |
Source |
| 7/13/2007 |
150,267,501 |
DEF-14C |
|
|
 Global Beverage Solutions, Inc. (GBVS):
Currently trading on the OTC: GBVS.OB is organized as a Business Development Company (BDC) and operates as a publicly traded closed-end fund that makes investments in private companies and thinly traded public companies. GBVS uses equity capital provided by public shareholders and institutional investors to make these investments, with a goal of providing to stockholders a total return of capital appreciation. Shareholders can potentially enjoy the return, not to mention the opportunity to participate in the growth of privately owned companies.
Most other private investments are generally limited to accredited investors (wealthy individuals) and institutional investors. However, the introduction of the Global Beverage Solutions Business Development Company model has created a conduit for individual investors to invest in both private & public companies, and for under served companies to receive the financing they need to continue growth.
As banks have tightened their lending policies it has left many small and middle market companies searching for new funding sources, which has provided opportunity for GBVS.OB to grow market share.
Primary Objective:
The primary objective of GBVS is to provide equity capital to portfolio companies to grow their businesses and enable them to realize a highly profitable exit strategy through sale or spin-out / spin-off. After the portfolio companies spin-out / spin-off to their own public entities, a portion of the share capital is retained by GBVS and the value of those investments will grow.
Global Beverage Solutions Incorporated operates as a business development company that primarily focuses on manufacturing, distribution and sales of unique beverages globally.
Global Beverage Solutions has investments in the following companies:
Beverage Network of Maryland, Inc.:
On February 23, 2007, GBVS completed the purchase of Beverage Network of Maryland, Inc. (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 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 GBVS issued 60,500,000 shares of its common stock and a $2,000,000 note payable to XStream. At closing, GBVS paid $229,000 on the note and pursuant to the agreements will pay 40% of any subsequent cash proceeds received from the February 5, 2007 1-E Offering. The remaining note balance is to be paid in monthly installments of $25,000 commencing September 1, 2007.
Additionally, if GBVS raises any additional equity capital while the note is still outstanding, GBVS is required to apply 35% of the net proceeds to reduce the note.
BNM had unaudited net revenue of $9,758,000 and a net loss of $149,000 during 2006. For more information about Xstream Beverage please visit: www.xbev.com
Aqua Maestro, Inc.:
On March 29, 2007, we completed the purchase of Aqua Maestro, Inc. (AM) from its shareholders. The transaction was structured as a merger of AM into our wholly owned subsidiary, Global Beverage Acquisition Corp. 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 is payable $300,000 at closing and the balance in equal monthly installments of $22,222 beginning April 15, 2007. 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. For more information about Aqua Maestro visit: www.aquamaestro.com
EON Beverage Group, Inc. :
A privately held corporation, EON Beverage Group, Inc. is managed by President and CEO Jim Harford, a former president of The Seven-Up Company with more than 30 years of experience in senior management positions of some of the beverage industry's largest companies; and Drew Carver, who's bio is below. EON Water is available in many fine health food and groceries stores across the nations. EON structured water is formed through a proprietary process which alters the molecular structure of purified water. It is a manufacturing process which works to replicate the natural structures found in fruits and vegetables as well as newborn infants, which facilitates enhanced intra-cellular hydration through significant absorption capabilities. For more information about EON Water please visit: www.essenceoflife.com
Rudy Beverage, Inc.:
Rudy Beverage is a privately held corporation that was founded to fundamentally change the face of the beverage industry. The Company created a line of healthy children-centric beverages that is the first of its kind, and an energy sports drink that is lower in sugar content, higher in nutrition and provides superior hydration that sustains the body's natural energy longer. For additional informationa about Rudy Beverage, Inc. please visit: www.rudybeverage.com, www.rudyrevolution.com, www.rudyflyingcolors.com
On January 18, 2007, GBVS executed an agreement with Rudy Partners Ltd. wherein GBVS agreed to sell their 80% interest in Rudy for an 8% secured promissory note in the amount of $6,000,000 plus assumption of the advances and receivables owed to them by Rudy Beverage Inc.
According to the 10KSB the agreement was expected to close before the end of April 2007. The note will be collateralized by 11,000,000 shares of our common stock and will be payable in six annual installments of $1,000,000 commencing January 31, 2008. In addition, Rudy Partners agreed to convert any notes payable by Rudy Beverage Inc. to GBVS, once Rudy 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.
Rudy Beverage Management:
Internationally Known Celebrity:
Against all odds on a gridiron in South Bend, Indiana, Daniel "Rudy" Ruettiger in twenty seven seconds, carved his name into history books as perhaps the most famous graduate of the University of Notre Dame. The son of an oil refinery worker and third of 14 children, Rudy rose from valleys of discouragement and despair to the pinnacles of success. Today, he is one of the most popular motivational speakers in the United States. It took years of fierce determination to overcome obstacles and criticisms, yet Rudy achieved his first dream - to attend Notre Dame and play football for the Fighting Irish. As fans cheered RU-DY, RU-DY, he sacked the quarterback in the last 27 seconds of the only play in the only game of his college football career. He is the only player in the school's history to be carried off the field on his teammates' shoulders.
In 1993, TRISTAR Productions immortalized his life story with the blockbuster film, RUDY. Written and produced by Angelo Pizzo and David Anspaugh, the award-winning team who brought us HOOSIERS, the critically acclaimed RUDY received "Two Thumbs Up" from Siskel and Ebert and continues to inspire millions worldwide.
Rudy Ruettiger - Acclaimed Motivational Speaker with Extensive Media Experience:
Today, a highly sought after motivational speaker, Rudy entertains international corporate audiences with a unique, passionate, and heartfelt style of communicating. He reaches school children, university students, and professional athletes with the same enthusiasm, portraying the human spirit that comes from his personal experiences of adversity and triumph. His captivating personality and powerful message of "YES I CAN" stays with his audiences forever. Rudy shares the speaking platform with great leaders and speakers including President George Bush, First Lady Barbara Bush, Peter Lowe, Joe Montana, General Colin Powell, Christopher Reeve, and Zig Ziglar. Rudy's opening remarks receive thunderous applause and standing ovations from audiences of 200 to 20,000 people who emotionally chant RU-DY, RU-DY! A few of Rudy's media appearances include: People Magazine, Sports Illustrated, US Magazine, Readers Digest, Inside Sports, The 700 Club, NFL Films, CBS Goodmorning, ABC Good Morning America, NBC Talk Live, Regis and Kathy Lee, Montel Williams Show, Entertainment Tonight.
Rudy Ruettiger - Distinguished Author and Humanitarian:
In addition to his motivational speaking, Rudy has co-authored several books, including: RUDY'S INSIGHTS FOR WINNING IN LIFE, RUDY'S LESSONS FOR YOUNG CHAMPIONS, and RUDY & FRIENDS, and has produced the DREAM POWER tape series.
He has recently established the RUDY FOUNDATION, whose mission is to help children of all ages around the world reach their full potential. The Rudy Foundation develops and supports programs that positively impact the lives of children cognitively, emotionally, physically and spiritually. The Rudy Award Program was created by the Rudy Ruettiger Foundation to recognize children who make an outstanding, exceptional effort to do their personal best everyday, overcome obstacles, set goals, stay on track to reach their Dreams and build the qualities of Character, Courage, Contribution, and Commitment into their lives everyday. The Rudy Award is about a child's heart, will to change, and desire for self-improvement. A few of Rudy's honors include:
:: Honorary Doctorate Degree from Our Lady of Holy Cross College
:: The key to numerous cities across the nation along with special proclamations for his inspiration, commitment, and human spirit.
:: Honorary assist to the Attorney General of Louisiana
:: Distinguished American Award
:: Recognition from George W. Bush
:: Recognition from the House of Representatives in the state of Texas
:: Recognition at the White House
:: A Proclamation from the Governor of Nevada granting an Official Rudy Award Day
The Beginning
Drew's career in the beverage industry began in 1977 when he and his father-in-law, Dan Devine, competed with over 1600 applicants for the distributing rights in central Missouri with Adolph Coors Brewery. In just three years, Drew built Devine Distributing into the model Coors would use in further geographic expansion.
Developing Relationships
After spending over 10 years in the beer business at both the wholesale and manufacturing levels, Drew decided to expand his expertise of the beverage business by working in the non-alcohol segment. By this time Drew had developed business relationships with beverage distributors in every state west of the Mississippi River.
Developing Success
Throughout the 1990's, Drew helped develop products for several leading-edge beverage manufacturers including Pro-formance, which became one of the fastest growing sports drinks in the country. Drew helped execute sports sponsorships with Duke University and Florida State University, both of which won national championships while using Pro-formance. He also was involved in three of the most successful beverage companies of the decade: Arizona Iced Tea (Ferolito, Vultaggio & Sons), SoBe, and Geyser Spring Water.
As head of the sales team and director of business development, Drew helped build Arizona Iced Tea into a national beverage company by increasing their distributor base by 220 distributors and increasing their sales from 750,000 cases to 7,000,000 million cases. Arizona grew to almost 20,000,000 cases in Drew's second year. In addition, he was responsible for opening up Wal-Mart, Sam's, Costco, Walgreens, 7-Eleven, and Circle K.
Current Developments
Drew joined SoBe as the Director of Business Development and was instrumental in acquiring distributors in numerous states. In addition, he helped develop their military business in DeCA and the Exchange Systems. SoBe experienced phenomenal growth during Drew's tenure and in a few short years sold to Pepsico for over $350 million dollars.
Drew and Jim Harford have a long-standing relationship, and for the past two years Drew has helped Jim launch EON Water in the western United States. During this time, he started BRG, a sales and marketing company. BRG has become well known in the industry for developing and selling high profile products.
For additional informationa about Rudy Beverage, Inc. please visit: www.rudybeverage.com, www.rudyrevolution.com, www.rudyflyingcolors.com
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