Attached files
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| EX-10.1 - COMMON STOCK PURCHASE AGREEMENT - Blue Gem Enterprise | f8k101509ex10i_bgem.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
EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): October 15,
2009
Blue
Gem Enterprise
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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Nevada
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333-153441
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20-8043372
|
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(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
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(COMMISSION
FILE NO.)
|
(IRS
EMPLOYEE
IDENTIFICATION
NO.)
|
4770
Biscayne Blvd, Suite 1460
Miami,
Florida 33137
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
360
Main Street
Washington,
VA 22747
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME OR FORMER 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 (see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
See Item
2.01, below.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
October 15, 2009 (the “Closing Date”), Charter Consulting Corp. acquired the
majority of the issued and outstanding common stock of Blue Gem Enterprise, a
Nevada corporation (the “Company”), from Belmont Partners, LLC, a Virginia
limited liability company (“Belmont” or the “Seller”), in accordance with a
common stock purchase agreement (the “Stock Purchase Agreement”) by and among
Charter Consulting Corp, Belmont and the Company. On the Closing
Date, pursuant to the terms of the Stock Purchase Agreement, Charter Consulting
Corp acquired eighty two million two hundred thirty six thousand eight hundred
fifty (82,236,850) shares of the Company’s issued and outstanding common stock
representing approximately 76.68% of the Company’s issued and outstanding common
stock, for a total purchase price of two hundred thirty five thousand dollars
($235,000).
Business
Pursuant
to the change in control of the Company as further described in Item 5.01 below,
the Company has changed its business plan to become a full service Direct Store
Beverage Distribution company that competes in all areas of the non-alcohol
beverage industry including; ice teas, juices, waters, shots, carbonated soft
drinks and more. We expect to manage and distribute select allied
brands on an exclusive basis pursuant to exclusive agreements with beverage
manufacturers. To date we have been in discussion with companies to
enter into exclusive agreements but have not entered into any definitive
exclusive agreements.
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
On
October 15, 2009 (the "Effective Date"), pursuant to the terms of a Stock
Purchase Agreement, Charter Consulting Corp. purchased a total of eighty two
million two hundred thirty six thousand eight hundred fifty (82,236,850) shares
of issued and outstanding common stock of Blue Gem Enterprise (the "Company")
from Belmont Partners. At this time, Belmont Partners’ designee was
the sole officer and director of the Company. The total of 82,236,850
shares issued to Charter Consulting Corp represents 76.68% of the shares of
outstanding common stock of the Company at the time of transfer. As
part of the acquisition, and pursuant to the Stock Purchase Agreement, the
following changes to the Company's directors and officers have
occurred:
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●
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As
of October 15, 2009, Allan Sepe was appointed as the Company's President,
Chief Executive Officer and Chairman of the
Board.
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●
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As
of October 15, 2009, Anthony Dervali was appointed as the Company's Chief
Financial Officer and Corporate
Secretary.
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●
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Joseph
Meuse then resigned as a member of the Company's Board of Directors and as
the Company's President and Secretary, effective October 15,
2009.
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In
connection with the Change of Control, the Company also changed its business
plan. Blue Gem Enterprise (“BGEM”) plans to become a full service
Direct Store Beverage Distribution company that competes in all areas of the
non-alcohol beverage industry including; ice teas, juices, waters, shots,
carbonated soft drinks and more. We expect to manage and distribute
select allied brands on an exclusive basis pursuant to exclusive agreements with
beverage manufacturers. To date we have been in discussion with
companies to enter into exclusive agreements but have not entered into any
definitive exclusive agreements.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Joseph
Meuse resigned as a member of the Company's Board of Directors effective as of
October 15, 2009. Joseph Meuse also resigned as the Company's
President and Secretary effective October 15, 2009. At the time of
resignation, Mr. Meuse was not a member of any committee on the board of
directors. The resignation was not the result of any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.
On
October 15, 2009, Mr. Allan Sepe was appointed as the Company's President, Chief
Executive Officer and Chairman of the Board. As of the date of this
filing, Mr. Sepe has not been appointed to any committee of the board of
directors.
On
October 15, 2009, Anthony Dervali was appointed as the Company's Chief Financial
Officer and Corporate Secretary. As of the date of this filing, Mr.
Dervali has not been appointed to any committee of the board of
directors.
2
Mr. Allan Sepe, Chief Executive Officer
and Chairman
Allan has
an extensive background in hospitality, procurement and logistics. In 1987,
Allan was hired as Purchasing Agent for Royal Viking Line owned by parent
company Kloster Cruise LTD. Royal Viking Line, a 5 star cruise line, sailed 4
ships on worldwide itineraries. Allan’s responsibilities were to purchase,
contract and coordinate delivery of food and beverage items for the fleet in
designated ports of call. In 1988, he was promoted to Senior Purchasing
Agent. In 1989, Allan was hired by Royal Caribbean Cruise Line as
their beverage buyer, responsibilities includes contracting for all beverages,
such as soft drinks (Coca-Cola products), liquor, beer, wine and water totaling
approximately $12,000,000.00 in annual purchases. Allan was later
promoted to Manager, Beverage Operations for the fleet overseeing 550 employees
and a revenue base of over $60,000,000.00 annually. Subsequently, in 1991, Allan
was elevated to position of Director of Beverage Operations. In addition, in
1991 he was appointed to manage all hotel shipboard management’s United States
Public Health training and certification. In 1997, he accepted the position as
Director of Purchasing for Miccosukee Indian Gaming located at Krome Avenue and
the Tamiami Trail. The Miccosukee Tribe of Indians are Native Americans who own
and operate class two gaming to the public. His responsibilities were to
procure, contract, and facilitate all items relating to the support of the
gaming enterprise. In 1999, Allan was promoted to Director of Purchasing for
Miccosukee Gaming and Resort, where he oversaw the completion of the Micossukee
development of their 302 room resort. Allan reported directly to the Tribal
Chief, Mr. Billy Cypress. In 2000, he was hired as Director of
Purchasing for Doral Golf Resort and Spa where he supervised the entire
renovation of their hotel project including but not limited to hotel, spa,
furnishings, food, beverage and golf support. In 2000, Allan resigned
from his position at Doral to work as Vice President of Purchasing and Logistics
supporting the food, beverage and logistics for the Funny Bagel Food Company. In
2003, Allan later joined Youth Enhancement Systems. Inc. now known as Dynamic
Response Group, Inc,. Allan’s responsibilities included but not limited to the
purchasing and logistics of items associated with Dynamic Response Group,
Inc.
As of the
date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which Mr. Sepe is a party in connection
with this appointment as a director and an officer of this Company.
Mr. Anthony Dervali, Chief Financial
Officer and Corporate Secretary
Mr.
Dervali has been in the service business and on site production business for
over 15 years. He will be assisting the company as an officer, utilizing his
vast organizational skills and event management to specifically handle
promotions, logistics and events for Title Beverage
Distribution.
As of the
date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which Mr. Dervali is a party in
connection with this appointment as a director and an officer of this
Company.
ITEM
8.01 OTHER EVENTS.
The
directors of the Company approved a 16.44737 for 1 forward stock split (the
“Forward Split”) of the Company’s issued and outstanding common stock by written
consent in lieu of a special meeting in accordance with the Nevada Corporation
Law. FINRA declared our Forward Split effective with a record date of
September 18, 2009 and a payable date of September 30, 2009.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial
statements of business acquired:
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None
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(b)
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Pro
Forma Financial Information
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None
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(c)
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Shell
company transactions.
None
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(d)
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Exhibits.
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Exhibit
#
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Description
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10.1
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Common
Stock Purchase Agreement dated October 15, 2009 by and between Allan Sepe
and Belmont.
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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.
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Blue
Gem Enterprise
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By:
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/s/ Allan Sepe |
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Allan
Sepe
Blue Gem
Enterprise
President
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Dated:
October 21, 2009
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