GMNI / Gemini Group Global Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Purchase Agreement

EX-10.53 2 exhibit10.htm Exhibit 10.53 Purchase Agreement This Purchase Agreement (“Agreement”) is made and entered as of the 12th day of June, 2008 by and between G2 Petroleum, LLC, a Delaware Corporation (“G2”) with principal office at 3000 N Garfield, Suite 210, Midland, Texas 79705and Hull Energy Corp, with principal office at 18851 NE 29th. Ave Aventura, FL 33009 (“HULL”). Recitals: A. G2 is

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2008 HULL ENERGY, INC. (Exact name of registrant as specified in its charter) NEVADA 331-30158A 05-0547629 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC. FILE NUMBER 333-30158 Check One): [X ]Form 10-K and Form 10-KSB o Form 20-F o Form 11-K [ ] Form 10-Q and Form 10-QSB o Form N-SAR CUSIP NUMBER 98415k 30 6 For Period Ended: September 30, 2007 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on F

THEODORE FARNSWORTH

EX-17.1 2 exhibit.htm RESIGNATION LETTER Exhibit 17.1 THEODORE FARNSWORTH To: The Board of Directors From: Theodore Farnsworth Date: November 4, 2007 Subject: Board Resignation Discussion: Due to personal reasons, I am tendering my resignation as the Chairman of the Board of Xstream effective at 5:00 pm on November 9, 2007. /s/ Theodore Farnsworth Date: November 9, 2007 Theodore Farnsworth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2007 XSTREAM BEVERAGE NETWORK, INC.

XStream To Complete A Reverse Split

EX-99.1 3 exhibit991.htm PRESS RELEASE Exhibit 99.1 Press Release XStream To Complete A Reverse Split Aventura, Florida, August 6, 2007 - XStream Beverage Network, Inc. (OTCBB: XSBV) announced today that its Board of Directors and the holder of a majority of its issued and outstanding voting securities has approved a one for 400 reverse stock split of the company's outstanding common stock. The sp

XSTREAM BEVERAGE NETWORK, INC. ANNOUNCES RESTRUCTURING PROGRAM - - - - Company Appoints Interim CEO

EX-99.2 4 exhibit992.htm PRESS RELEASE Exhibit 99.2 Press Release Contact: Ron Ratner 786-787-0441 [email protected] XSTREAM BEVERAGE NETWORK, INC. ANNOUNCES RESTRUCTURING PROGRAM - - - - Company Appoints Interim CEO FORT LAUDERDALE, Fla., August 6, 2007 - In an effort to improve its short- and long-term financial condition and create greater shareholder value, XStream Beverage Network, Inc. (OTC Bulle

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

8-K 1 xstream8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2007 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 33-30158-A 05-0547629 (State or other jurisd

Certificate of Amendment (Pursuant to NRS 78.385 and 78.390) Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

EX-3.10 2 exhibit310.htm AMENDMENT Exhibit 3.10 [SEAL] ROSS MILLER Filed in the office of Secretary of State Document Number 204 North Carson Street, Suite 1 Ross Miller 200704967890-72 Carson City, Nevada 89701-4299 Secretary of State Filing Date and Time (775) 884-6708 State of Nevada 07/20/2007 12:10 PM website: secretaryofstate.biz Entity Number C-801-1989 Certificate of Amendment (Pursuant to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) June 22, 2007 XSTREAM BEVERAGE NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 33-30158-A 05-0547629 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 033-30158-A CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2007 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Tra

Ft. Lauderdale: 954-473-0677

EXHIBIT 99.1 Press Release Contact: Peter Nasca Ft. Lauderdale: 954-473-0677 Chicago: 312-421-0723 [email protected] XSTREAM BEVERAGE NETWORK, INC. COMPLETES SALE OF WHOLLY OWNED SUBSIDIARY TO GLOBAL BEVERAGE SOLUTIONS, INC. FORT LAUDERDALE, Fla., March 1, 2007 - XStream Beverage Network, Inc. (OTCBB: XSBV) (“XStream Beverage”) an emerging developer, marketer and distributor of new age beverages, t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 1, 2007 (February 23, 2007) XSTREAM BEVERAGE NETWORK, INC. (Exact name of Registrant as Specified in its Charter) Nevada 331-30158A 05-0547629 (State or Other Jurisdiction of In

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG BEVERAGE NETWORK OF MARYLAND, INC. XSTREAM BEVERAGE NETWORK, INC. GLOBAL MERGER CORP. GLOBAL BEVERAGE SOLUTIONS, INC.

EX-2.2 2 exhibit22.htm PLAN OF ACQUISITION, REORGANIZATION, ETC. EXHIBIT 2.2 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER BY AND AMONG BEVERAGE NETWORK OF MARYLAND, INC. XSTREAM BEVERAGE NETWORK, INC. GLOBAL MERGER CORP. AND GLOBAL BEVERAGE SOLUTIONS, INC. This AMENDMENT NO. 1 (“Amendment”), dated February 23, 2007, is entered into by and among Beverage Network of Maryland, Inc., a Florida

AGREEMENT AND PLAN OF MERGER BY AND AMONG BEVERAGE NETWORK OF MARYLAND, INC. XSTREAM BEVERAGE NETWORK, INC. GLOBAL MERGER CORP. GLOBAL BEVERAGE SOLUTIONS, INC. DATED AS OF JANUARY 31, 2007 AGREEMENT AND PLAN OF MERGER

EX-2.1 2 exhibit21.htm PLAN OF ACQUISITION, REORGANIZATION, ETC. Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG BEVERAGE NETWORK OF MARYLAND, INC. XSTREAM BEVERAGE NETWORK, INC. GLOBAL MERGER CORP. AND GLOBAL BEVERAGE SOLUTIONS, INC. DATED AS OF JANUARY 31, 2007 20 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 31, 2007, by and among Be

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 xstreambeverageform8k.htm CURRENT REPORT 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 Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 6, 2007 (January 31, 2007) XSTREAM BEVERAGE NETWORK, INC. (Exact name of Registrant as Specified in its Charter) Nevada 331-301

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 8, 2007 (December 29, 2006) XSTREAM BEVERAGE NETWORK, INC. (Exact name of Registrant as Specified in its Charter) Nevada (State or Other Jurisdiction of Incorporation) 331-301

GLOBAL BEVERAGE SOLUTIONS, INC. 7633 East 63rd Place, Suite 220 Tulsa, Oklahoma 74133

EX-2.2 2 exhibit22.htm PLAN OF ACQUISITION, REORGANIZATION, ETC. Exhibit 2.2 GLOBAL BEVERAGE SOLUTIONS, INC. 7633 East 63rd Place, Suite 220 Tulsa, Oklahoma 74133 Phone: (918) 605-2304 Fax: (918) 254-2988 December 29, 2006 VIA EMAIL [email protected] Mr. Ted Farnsworth, President XSTREAM BEVERAGE NETWORK, INC. Re: Letter of Intent between Global Beverage Solutions, Inc. and XStream Beverage Network,

GLOBAL BEVERAGE SOLUTIONS, INC. 7633 East 63rd Place, Suite 220 Tulsa, Oklahoma 74133

EX-2.3 3 exhibit23.htm PLAN OF ACQUISITION, REORGANIZATION, ETC. Exhibit 2.3 GLOBAL BEVERAGE SOLUTIONS, INC. 7633 East 63rd Place, Suite 220 Tulsa, Oklahoma 74133 Phone: (918) 605-2304 Fax: (918) 254-2988 January 5, 2006 VIA EMAIL [email protected] Mr. Ted Farnsworth, President XSTREAM BEVERAGE NETWORK, INC. Re: Letter of Intent between Global Beverage Solutions, Inc. and XStream Beverage Network, In

CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES OF THE SERIES D CONVERTIBLE PREFERRED STOCK XSTREAM BEVERAGE NETWORK, INC.

EX-3.1 2 exhibit31.htm Exhibit 3.1 CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES OF THE SERIES D CONVERTIBLE PREFERRED STOCK OF XSTREAM BEVERAGE NETWORK, INC. The undersigned, the Chief Executive Officer of XStream Beverage Network, Inc., a Nevada corporation (the "Company"), in accordance with the provisions of the Nevada Revised Statutes, does hereby certify that, pursuant to

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 7, 2006 XSTREAM BEVERAGE NETWORK, INC.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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 Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2006 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 331-30158A 05-0547629 (State or Other Jurisdiction (Commission (I.R.S. E

Source: XStream Beverage Network, Inc.

EX-99.1 3 exhibit991.htm PRESS RELEASE Exhibit 99.1 Press Release Source: XStream Beverage Network, Inc. XStream Beverage Network, Inc. Signs Letter of Intent to Merge Wholly Owned Subsidiary for Stock, Note & Cash Monday December 18, 8:45 am ET XStream Beverage Network of Maryland to Merge with Global Beverage Solutions, Inc. - Transaction Valued at Approximately $33 Million Consisting Mainly of

GLOBAL BEVERAGE SOLUTIONS, INC. 7633 East 63rd Place, Suite 220 Tulsa, Oklahoma 74133 Phone: (918) 605-2304 Fax: (918) 254-2988 December 15, 2006

EX-2.1 2 exhibit21.htm LETTER OF INTENT Exhibit 2.1 GLOBAL BEVERAGE SOLUTIONS, INC. 7633 East 63rd Place, Suite 220 Tulsa, Oklahoma 74133 Phone: (918) 605-2304 Fax: (918) 254-2988 December 15, 2006 VIA EMAIL [email protected] Mr. Ted Farnsworth, President XSTREAM BEVERAGE NETWORK, INC. Re: Letter of Intent between Global Beverage Solutions, Inc. and XStream Beverage Network, Inc. Dear Mr. Farnsworth:

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 033-30158-A NOTIFICATION OF LATE FILING [ ] Form 1O-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2006 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 033-30158-A FORM 12b-25 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-KSB ¨ Form 10-F ý Form 10-QSB ¨ Form N-SAR ¨ Form N-CSR For Period Ended: JUNE 30, 2006 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Tr

EX-10.43

EXHIBIT 10.43 SECURITY AND PURCHASE AGREEMENT This Security and Purchase Agreement is made as of March 31, 2006 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (the "Parent"), and each party listed on Exhibit A attached hereto (each an "Eligible Subsidiary" and collectively, the "Eligible Subsidiaries"); the Parent an

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2006 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 33-30158A 62-1386351 (State or Other Jurisdiction (Commission (I.R.S. Employ

EX-10.44

EXHIBIT 10.44 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 31, 2006, by and between XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser"). This Agreement is made pursuant to the Security and Purchase Agreement, dated as of the date hereof, by and among the Purc

EX-4.11

EXHIBIT 4.11 SECURED REVOLVING NOTE - FOR VALUE RECEIVED, each of XSTREAM BEVERAGE NETWORKS, INC., a Nevada corporation (the "Parent"), and the other companies listed on Exhibit A attached hereto (such other companies together with the Parent, each a "COMPANY" and collectively, the "COMPANIES"), jointly and severally, promises to pay to LAURUS MASTER FUND, LTD., c/o M&C Corporate Services Limited,

EX-10.46

EXHIBIT 10.46 GRANT OF SECURITY INTEREST IN PATENTS AND TRADEMARKS THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of March 31, 2006, is executed by Xstream Brands, Inc., a Florida corporation ("Brands"), in favor of Laurus Master Fund, Ltd. (the "Secured Party"). A. Pursuant to a Security and Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise mo

EX-4.10

EXHIBIT 4.10 THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT. BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE OF THIS NOTE, THE CHIEF EXECUTIVE OFFICER OF XSTREAM BEVERAGE NETWORKS, INC., LOCATED AT 3511 W. COMMERCIAL BLVD., FT. LAUDERDALE, FL, 33310, TELEPHONE NUMBER: 954-598-7997, FACSIMILE: 954-598-7996, SHALL PROMPTLY MAKE AVAILABLE TO THE HOLDER OR HOLDERS OF THIS NOTE UPON REQUEST THE

EX-4.9

EXHIBIT 4.9 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND

EX-10.45

EXHIBIT 10.45 STOCK PLEDGE AGREEMENT - This Stock Pledge Agreement (this "Agreement"), dated as of March 31, 2006, among Laurus Master Fund, Ltd. (the "Pledgee"), XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (the "Company"), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a "Pledgor" and collectively, the "Pledgors"). B

EX-10.47

EXHIBIT 10.47 REAFFIRMATION AND RATIFICATION AGREEMENT AND AMENDMENT - March 31, 2006 Laurus Master Fund, Ltd. c/o Laurus Capital Management, LLC 825 Third Avenue New York, New York 10022 Ladies and Gentlemen: Reference is made to the (a) Master Security Agreement dated as of May 14, 2004 among XStream Beverage Network, Inc., a Nevada corporation (the "Company"), Total Beverage Network, Inc., a Fl

Sublease

Exhibit 10.43 Sublease Sublease agreement entered into between Motek Management, LLC. (Tenant), Xstream Beverage Network, Inc (Subtenant), and MZLTV, LTD. (Landlord). 1 SUBLEASE PERIOD: The subtenant agrees to sublease from Tenant, property known as Suite 208 and 209 stipulated to consist of two rentable spaces on the second floor in the building located at 3511, West Commercial Boulevard, Fort La

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 28, 2005 XSTREAM BEVERAGE NETWORK, INC.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 2, 2005 XSTREAM BEVERAGE NETWORK, INC.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 2005 XSTREAM BEVERAGE NETWORK, INC.

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2004 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 62-1386351 (State or Other Jurisdiction of Inc

Certificate of Amendment to Articles of Incorporatoin For Nevada Profit Corporation (Pursuant to NRS 78.385 and 78.390 - After Issurance of Stock)

EXHIBIT 3.1 [SEAL] DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Certificate of Amendment (Pursuant to NRS 78.385 and 78.390) Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporatoin For Nevada Profit Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 29, 2005 XSTREAM BEVERAGE

BP (54676) Xstream Bev. Net., Inc. Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 29, 2005 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 33-30158A 62-1386351 (State or

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2004 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 62-1386351 (State or Other Jurisdiction of Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File No. : 333-30158-A CUSIP No. : 98415K207 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2004 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra

WARRANT TO PURCHASE COMMON STOCK Date of Issuance: February 25, 2005, Warrant to Purchase an aggregate of 150,000 (One Hundred and Fifty thousand) shares of Common Stock

Exhibit 4.1 WARRANT TO PURCHASE COMMON STOCK Date of Issuance: February 25, 2005, Warrant to Purchase an aggregate of 150,000 (One Hundred and Fifty thousand) shares of Common Stock FOR VALUE RECEIVED, XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (the ?Corporation?), pursuant to the terms and conditions of that certain Consulting Agreement of even date herewith by and between the Corporati

STOCK PLEDGE AGREEMENT

Exhibit 10.2 STOCK PLEDGE AGREEMENT STOCK PLEDGE AGREEMENT (this ?Agreement?), dated February 25th, 2005 by and between THEODORE FARNSWORTH, an individual (the ?Pledgor?); XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (the ?Company? sometimes the ?Second Pledgor?); and the Lenders identified on Schedule A hereto (each a ?Pledgee?); W I T N E S S E T H: WHEREAS, the Company wishes to enter a

Entry into a Material Definitive Agreement

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) February 25, 2005 XSTREAM BEVERAGE NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 33-30158-A 62-1386351 (Com

SECURED PROMISSORY NOTE February 25th, 2005 $150,000

Exhibit 10.1 SECURED PROMISSORY NOTE February 25th, 2005 $150,000 FOR VALUE RECEIVED, the undersigned, XSTREAM BEVERAGE NETWORK, INC., (?Maker?), a Nevada corporation, having a business address at 4800 N.W. 15th Avenue, Bay 1-A, Fort Lauderdale, Florida 33309, hereby promises to pay to the order of [INSERT NAME] (?Payee?), at the date of maturity set forth below, the principal amount of One Hundre

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2004 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 62-1386351 (State or Other Jurisdiction of Incorporation) (Com

Current Report

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) December 27, 2004 XSTREAM BEVERAGE NETWORK, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation) 33-30158-A 62-1386351 (Com

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2004 XSTREAM BEVERAGE NETWORK, INC. (Exact name of registrant as specified in its charter) Nevada 33-30158-A 62-1386351 (State or Other Jurisdiction of Incorporation) (Com

Exhibit 16.1

Exhibit 16.1 December 23, 2004 Office of the Chief Accountants SECPS Letter File Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Xstream Beverage Network, Inc. File Reference No 033-30158-A We were previously the principal accountants for Xstream Beverage Network, Inc. and under the date of March 27, 2004, we reported on the consolidated financial statements of X

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-KSB ? Form 20-F SEC File No. : 333-30158-A ? Form 11-K ? Form 10-QSB CUSIP No. : 98415K207 ? Form N-SAR For Period Ended: September 30, 2004 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ?

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 30, 2004 XSTREAM BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 62-1386351 (State or Other Jurisdiction of Incorporation) (Commi

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement XSTREAM BEVERAGE GROUP, INC.

EX-10.2

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 30, 2004, by and among XStream Beverage Group, Inc., a Nevada corporation (the "Company"), and the purchasers listed on Schedule I hereto (the "Purchasers"). This Agreement is being entered into pursuant to the Series B Convertible Preferred Stock Purchase Agreement

Current Report

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) August 2, 2004 XSTREAM BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 62-1386351 (State or Other Jurisdiction of Incorporation) (Commiss

EX-4.2

Exhibit 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR XSTREAM BEVERAGE GROUP, INC. SHALL HAVE RECEI

EX-99.1

EXHIBIT 99.1 XSTREAM BEVERAGE GROUP INC. RAISES $2.16 MILLION Tuesday August 3, 3:01 pm ET PROCEEDS OF SECOND EQUITY FUNDING TO FINANCE BRAND DEVELOPMENT AND FUTURE ACQUISITIONS FORT LAUDERDALE, Fla., Aug. 3 /PRNewswire-FirstCall/ - XStream Beverage Group, Inc. (OTC Bulletin Board: XSBV - News), a rapidly growing player in the national beverage industry, announced the completion of a private place

EX-4.1

Exhibit 4.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR XSTREAM BEVERAGE GROUP, INC. SHALL HAVE RECEI

EX-10.1

EXHIBIT 10.1 SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF JULY 30, 2004 AMONG XSTREAM BEVERAGE GROUP, INC. AND THE PURCHASERS LISTED ON EXHIBIT A TABLE OF CONTENTS PAGE ARTICLE I Purchase and Sale of Preferred Stock......................................................................1 Section 1.1 Purchase and Sale of Preferred Stock and Warrants.............................

EX-3.1

EXHIBIT 3.1 CERTIFICATE OF DESIGNATION OF THE RELATIVE RIGHTS AND PREFERENCES OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF XSTREAM BEVERAGE GROUP, INC. The undersigned, the Chief Executive Officer of XStream Beverage Group, Inc., a Nevada corporation (the "Company"), in accordance with the provisions of the Nevada Revised Statutes, does hereby certify that, pursuant to the authority conferred up

Current Report

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) July 12, 2004 XSTREAM BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 33-30158-A 62-1386351 (State or Other Jurisdiction of Incorporation) (Commissio

EMPLOYMENT AGREEMENT

EX-10.3 4 exhibit103.htm EMPLOYMENT AGREEMENT EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 1st day of July, 2004 between Beverage Network of Maryland, Inc., a Florida corporation with its principal place of business at 4800 N.W. 15th Avenue, Bay 1-A, Fort Lauderdale, Florida 33309 (“BNMA”), XStream Beverage Group, Inc., a Florida corporation with its p

Source: XStream Beverage Group, Inc.

EXHIBIT 99.1 Press Release Source: XStream Beverage Group, Inc. Draft ? Not For Distribution 7-2-04 ? Revised 7-14-04 XStream Beverage Group, Inc. Acquires Mid-Atlantic Beverage Distributor Acquisition of Atlantic Beverage Company Will More Than Double Company?s Revenues - Expands Beverage Network Concept FORT LAUDERDALE, Fla., July 1, 2004 - XStream Beverage Group, Inc. (www.xbev.com, OTC Bulleti

Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporation

EXHIBIT 3.1 [SEAL] DEAN HELLER FILED # C801-89 Secretary of State 204 North Carson Street, Suite 1 JUL 12 2004 Carson City, Nevada 89701-4299 (775) 884-6708 IN THE OFFICE OF website: secretaryofstate.biz Dean Heller DEAN HELLER, SECRETARY OF STATE Certificate of Change Pursuant To NRS 78.209 ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Cor

Current Report

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 Exchange Act of 1934 Date of Report (Date of earliest event reported) July 19, 2004 XSTREAM BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 62-1386351 (State or Other Jurisdiction of Incorporation) (Commissi

SECURED CONVERTIBLE PROMISSORY NOTE

EXHIBIT 10.2 SECURED CONVERTIBLE PROMISSORY NOTE TWO MILLION July 1st, 2004 ($2,000,000.00) Fort Lauderdale, Florida THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. SUCH SECURITIES MAY NOT BE RESOLD, OFFERED FOR S

ASSET PURCHASE and SALE AGREEMENT

EX-10.1 2 assetpurchaseagreement101.htm ASSET PURCHASE AGREEMENT EXHIBIT 10.1 ASSET PURCHASE and SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of July 1st 2004, by and among BEVERAGE NETWORK OF MARYLAND, INC., a corporation organized and existing under the laws of Florida with offices at 4800 N.W. 15th Avenue, Bay 1-A, Fort Lauderdale, Florida 33309 (the “P

XStream Beverage Group Inc. Announces 1-for-20 Reverse Stock Split

EXHIBIT 99.1 XStream Beverage Group Inc. Announces 1-for-20 Reverse Stock Split FORT LAUDERDALE, Fla., July 16 /PRNewswire-FirstCall/ - XStream Beverage Group, Inc. (OTC Bulletin Board: XSBG - News) announced today that its Board of Directors has approved a one for 20 reverse stock split of the company's outstanding common stock. XStream Beverage has approximately 47,854,417 shares of common stock

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act October 17, 2001 - (Date of Report) XSTREAM BEVERAGE GROUP, INC. - (Exact Name of Registrant as Specified in its Charter) NEVADA 033-30158-A 62-1386351 - - - (State or other (Commission File No.) (IRS Employer I.D. No.) Jurisdiction) 805 E. Hillsboro Blvd