Attached files
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EX-10 - EXHIBIT 10.11 - Blue Water Global Group, Inc. | ex1011.htm |
EX-99 - EXHIBIT 99.1 - Blue Water Global Group, Inc. | exhibit991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): December 2, 2013
Blue Water Global Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation) | 333-174557 (Commission File Number) | 45-0611648 (I.R.S. Employer Identification Number) |
202 Osmanthus Way, Canton, GA 30114
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, Filings) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words anticipate, believe, estimate, expect, future, intend, plan or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect managements current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled Risk Factors) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 1.01
Entry into a Material Definitive Agreement
On December 2, 2013, Blue Water Global Group, Inc. (Blue Water) entered into a Consulting Agreement (Agreement) with Stream Flow Media, Inc., a Colorado corporation (Stream Flow). A copy of this Agreement is attached as Exhibit 10.11 hereto and incorporated herein by reference.
Under the terms of this Agreement, Blue Water received 20,000,000 shares of Stream Flow common stock, $0.001 par value. Each share was valued at one-cent ($0.01) for a total aggregate value of $200,000 for Blue Waters equity ownership position.
As of December 4, 2013, Stream Flow had 100,000,000 shares of its common stock issued and outstanding. Thus, Blue Water owns approximately 20% of the total issued and outstanding shares of Stream Flow. There is a covenant within the Agreement that prevents Stream Flow from diluting Blue Waters overall ownership percentage below 20% during the term of the Agreement and for a period of 12 months after the termination of the Agreement.
This Consulting Agreement is the first such agreement resulting from Blue Waters Strategic Alliance with Taurus Financial Partners, LLC that was previously announced on June 24, 2013. Through this Strategic Alliance Stream Flow will seek a listing on the OTC Bulletin Board (OTCBB) in early 2014 after it completes its December 31, 2013 financial audit.
In conjunction with this Form 8-K filing, Blue Water issued a press release announcing this material corporate event. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
10.11
Consulting Agreement between Blue Water Global Group, Inc. and Stream Flow Media, Inc. dated December 2, 2013.
99.1
Press release dated December 4, 2013.
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Signatures
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.
BLUE WATER GLOBAL GROUP, INC.
Dated: December 4, 2013
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
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