Attached files
| file | filename |
|---|---|
| EX-3 - YARRAMAN WINERY, INC. | v185707_ex3.htm |
| EX-2 - YARRAMAN WINERY, INC. | v185707_ex2.htm |
| EX-1 - YARRAMAN WINERY, INC. | v185707_ex1.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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| Date of Report (Date of earliest event reported): July 1, 2009 | |||
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GLOBAL
BEVERAGES, INC.
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(Exact
name of registrant as specified in charter)
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Nevada
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000-28865
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88-0373061
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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700
Yarraman Road, Wybong,
Upper
Hunter Valley,
New
South Wales, Australia 2333
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (61)2
6547-8118
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N/A
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(Former
name or former address, if changed since last report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Item
2.01 Completion
of Acquisition or Disposition of Assets.
On July
1, 2009, Global Beverages, Inc., a Nevada corporation (“Global” or the
“Company”), completed the previously announced acquisition of Asia Distribution
Solutions Ltd. (“ADSL”), a Cayman Islands company. In connection with
the acquisition, Global issued or reserved for issuance an aggregate of
63,422,525 shares of the Company’s Common Stock for the shareholders of
ADSL. Prior to the completion of the ADSL acquisition, ADSL’s shares
were widely-held. Prior to the consummation of the ADSL acquisition,
there were no material relationships between ADSL or its equity owners and the
Company.
The
Company believes that the acquisition of ADSL gives it a strong distribution and
retail presence in the world’s fastest growing economy – The People’s Republic
of China. This also gives a secure and rapidly growing outlet for the
wines produced in the Company’s Australian wine production
facilities.
ADSL,
through its subsidiaries, operates in both wholesale distribution and retail
sectors, providing sales and distribution services for foreign and Chinese
companies to sell branded beverages in the People’s Republic of
China.
ADSL is
one of the only Wholly-Owned Foreign Enterprises (“WOFE”) in the beverage
industry with a staff count of 93 employees and is headquartered in Shanghai,
with operations in: Shanghai /Chengdu /Beijing /Shenzhen.
The
distribution unit incorporates both import and distribution services to provide
foreign beverage companies with a superior route to market and local expertise
to service both on-trade and off-trade accounts throughout
China. ADSL provides procurement and logistic solutions to
supermarkets, hotels, high-end restaurants and bars, cafes/bakeries, and
beverage wholesalers/retailers, servicing approximately 3,500 direct accounts.
Via second tier wholesaler networks the business distributes to over 10,000
indirect accounts. The points of sale are currently focused on the
larger urban and affluent regions of China.
ADSL
represents the following brands:
Core
wines
• Yarraman
(Australia)
• Arabella
(South Africa)
• Trios
(Australia, Italy)
• Trivento
(Argentina)
• Santa
Carolina (Chile)
• Vina
San Pedro (Chile)
• Ironstone
(USA)
Core
beers
• Heineken
• Tsing
Tao
• Pabst
Blue Ribbon
• Tiger
• Budweiser
Core
spirits
• The
Speyside Single Highland Malt Whisky
• Drumguish
Single Highland Malt Whisky
• Lord
Fidlin’s Gin
• Latvia
Ullmanoff Vodka
• Mao
Tai
Core
other beverages)
• Snapple
– (Teas & Juice Drinks)
• Yeshu
- (Coconut Drink)
• Sunkist
- (Orange Soda)
• Jia
Jia Liang Teh - (Herbal Drinks)
• Kelsoloch
- (Mixers, Tonics and Soda)
• Private
Label Sodas and Teas
Wine
Mall
ADSL has
tested the retail concept via a store that operates under the Wine Mall name.
The Company expects this “big-box” retail format to be the market
leader in China, continually pioneering the retail experience for its consumers
by offering a range of up to 2,000 labels of quality local and imported wines,
beers and spirits, as well as professional advice on wines selection, regular
promotions and wine-tasting events.
The Wine
Mall retail concept sets new standards in experience and immersion and cleverly
builds a sense of being ‘guided’ through the store and experiencing all it has
to offer. Wine Mall will have a multi-functional format embracing all
consumer segments, from self-service and full service and encourages the
consumer to explore further within the store. Consumer education is a
significant part of the operation to enable consumers to build their knowledge
of wine. The store is cleverly divided into supermarket, exhibition and seminar
spaces. The stores’ design and layout is modeled on other successful
“big box” liquor retailing concepts successfully employed in countries such as
the United States and Australia.
Item 9.01
Financial Statements and Exhibits.
(a) Financial Statements of Businesses
Acquired
1. Audited
consolidated balance sheet of Asia Distribution Solutions Ltd. as of December
31, 2008 and 2007 and related consolidated statement of operations and
comprehensive loss, stockholders' equity (deficit) and cash flows for the year
ended December 31, 2008 and 2007.
2. Unaudited
balance sheet of Asia Distribution Solutions Ltd. as of June 30, 2009 and 2008
and related statements of income, stockholders' equity and comprehensive income
and cash flows for the six months ended June 30, 20090
3. Unaudited
Pro Forma condensed combined consolidated balance sheet of Global Beverages,
Inc. and subsidiaries as of June 30, 2009 and unaudited Pro Forma condensed
combined consolidated income statement for the year July 1, 2008 through June
30, 2009 and adjustments.
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.
| GLOBAL BEVERAGES, INC. | |||
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Date:
May 19, 2010
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By:
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/s/ Ian Long | |
| Name: Ian Long | |||
| Title: Chief Executive Officer | |||