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EX-3.1 - YARRAMAN WINERY, INC. | v169516_ex3-1.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): December 17, 2009 |
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.)
|
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.)
|
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:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
|
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On
December 8, 2009, Yarraman Winery, Inc. (the "Registrant') cause to be formed a
corporation under the laws of the State of Nevada called Global Beverages, Inc.
and on December 8, 2009, Registrant acquired one hundred shares of its common
stock for cash. As such, Global Beverages, Inc. ("Merger Sub"), became a
wholly-owned subsidiary of Registrant.
On
December 10, 2009, Merger Sub was merged with and into the Registrant. As a
result of the merger, the corporate name of the Registrant was changed to
"Global Beverages, Inc." As provided in the Agreement and Plan of Merger between
the Registrant and Merger Sub dated as of December 10th, 2009 (the "Agreement
and Plan of Merger"), the merger became effective upon the filing of the
articles of merger with the Secretary of State of the State of Nevada, which
filing occurred on December 17, 2009. Prior to the merger, Merger Sub had no
liabilities and nominal assets and, as a result of the merger the separate
existence of Merger Sub had ceased. The Registrant was the surviving corporation
in the merger and, except for the name change provided for in the Agreement and
Plan of Merger, there was no change in the directors, officers, capital
structure or business of the Registrant.
Registrant,
as the parent domestic Nevada corporation, owning at least 90 percent of the
outstanding shares of Merger Sub, under Nevada law (NRS Section 92A.180) may
merge Merger Sub into itself without shareholder approval and effectuate a name
change without shareholder approval.
See the
Articles of Merger in Item 9.01 below. Said Articles of Merger provide that the
name of the Registrant will be changed as part of the merger of Merger Sub into
the Registrant.
Item 9.01
Financial Statements and Exhibits.
Exhibit No.
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Description
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3.1
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Articles
of Merger with Agreement and Plan of Merger by and between the Registrant
and Merger Sub.
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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. (Formerly YARRAMAN WINERY, INC.) | |||
Date: December
21, 2009
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By:
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/s/ Ian Long | |
Name: Ian Long | |||
Title: Chief Executive Officer | |||