Dewmar International BMC, Inc. - FORM 8-K/A

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): Oct. 28, 2011

Convenientcast, Inc.

(Exact name of registrant as specified in its charter)


Nevada	001-32032	83-0375241
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)


132 E. Northside Dr. Suite C Clinton, MS		39056
(Address of principal executive offices)		(Zip Code)

1174 Manitou Dr., PO Box 363, Fox Island, WA		98333
(Address of former principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (601) 488-4360

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

. Soliciting material pursuant to Rule 14a-12 under the Exchange Act

. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement.

On Oct. 28, 2011, Convenientcast, Inc. (“Convenientcast”) entered into an exchange agreement to purchase 100% of the outstanding shares of DSD Network of America, Inc.(“DSD”) in exchange for 40,000,000 common shares of Convenientcast stock. DSD is now a wholly-owned subsidiary of Convenientcast and Convenientcast has acquired the business and operations of DSD. The Exchange Agreement contains customary representations, warranties, and conditions.

DSD (also referred to as “the Company”) is an existing business that launched its Lean Slow Motion Potion^TM brand relaxation beverage in September of 2009. Based in Clinton, Mississippi and registered in the state of Nevada, the Company reflects a brand rooted in hip-hop culture that is influenced by a multitude of iconic rap music artists and high profile professional athletes. The three uniquely formulated Lean flavors consist of a blend of calming herbs with natural sweeteners to provide a better alternative to alcohol or over the counter cough medicines when it’s time to naturally unwind. After a difficult day – Lean. When you need to relax – Lean.

The soft drink industry has generated more than $40 billion annually since 2002 and is projected to grow to nearly $47 billion by 2015. “IBISWorld. “Soft Drink Production in the US Industry Report.” Obtained June 2010.” Although the “get your lean on” cultural phenomenon is relatively young, several companies have already ventured into the market in recent years with beverages in an attempt to capture the market. These include Innovative Beverage Group, Inc.; Funktional Beverages, Inc.; Katalyst Beverage Corp.; Revolt Distribution, Inc.; Next Generation Waters, Inc.; VIB Holdings, LLC; BeBevCo, Inc.; The Chill Group, Inc.; Boisson Slow Cow, Inc.; Sarpes Beverages, LLC. The Company’s research reveals that consumers are seeking a beverage in this category that is tied closely with hip-hop and rap, has strong physical affects without the dangerous side effects of cough-syrup laced drinks, and is available in multiple flavors. The research was completed by Mr. Moran himself during a series of surveys from 2000 – 2003 while working on his Masters Thesis in college and Mr. Moran is also basing this on his personal experience. DSD is perfectly positioned to be a leader this market with its Lean Slow Motion Potion^TM beverages, providing a safe alternative for people who want to “get their lean on” without consuming dangerous or potentially harmful chemicals.

DSD uses a variety of marketing channels to promote its relaxation beverage. Creating a sales force to secure partnerships with distributors has been essential to generating recognition at the retail level. The Company additionally offers its retailers marketing materials including posters, display racks, and other point-of-sale items. This will comprise half of the Company’s overall marketing budget. To brand the product among consumers, the Company has allocated 20% of its budget to radio promotions, 10% toward online marketing and social networking, and nominal amounts for billboard and promotion vehicle. The Company will additionally hire celebrities to the promote the brand and will pay them a promotional services fee ranging from ten cents up to fifty cents per case (1% to 5% of the case cost) sold in varying markets where the celebrity’s likeness is used. The Company has had agreements with Swisha House Entertainment of Houston, Texas during the 2009 and year end 2010 but the contract since then has been terminated. DSD has plans to contact additional rap artists’ agents and management groups throughout the next 12 months to discuss mutually beneficial contractual endorsements.

DSD has identified the need for a relaxation beverage in response to a lack of market presence for such a product. In contrast to the multiple energy drinks that exist today, the Company’s Lean Slow Motion Potion^TM elicits a different kind of mindset. The active ingredients in Lean Slow Motion Potion are melatonin, rose hips and valerian root. Although there are numerous online journals and texts available that speaks on the topics of these ingredients. We have included a single quote regarding each ingredient from two of the more notable online health/wellness websites. WebMD website (www.WebMD.com) makes the following comment regarding two active ingredients that are found in Lean, “ Melatonin supplements are sometimes used to treat jet lag or sleep problems (insomnia).” “There are probably 40 or 50 different herbs on the market that advertise that they really do something for sleep. There are only four or five that actually have any significant scientific data behind them. Valerian is a big one.” Furthermore, the website www.HealthLine.com made the following comments about the herb Rose Hips, “can also soothe the nervous system and relieve exhaustion.”

The drink’s premium relaxation formula was developed by a registered pharmacist with a commensurate understanding of the demands of street life. Lean is a safe and satisfying mix of pharmaceutical grade herbs and syrup-based flavors to give the consumer “functional relaxation.” Lean additionally features a unique link to rap and hip-hop music and culture, which is reflected in its marketing.

With a clear brand identity and current roster of distribution partners, the Company earns revenue through the wholesale of its products. The Company also expects to generate revenue by offering advertising space on its cans and on its website. DSD specifically offers three packages – a platinum package, gold package, and silver package that offer advertisers different levels of marketing. From among these packages, customers can choose whether they’d like to place banners ads on the Company’s website or have their name, logo, and website featured on a Lean can, among other options.

Product Description

The Company’s Lean Slow Motion Potion^TM is a potent yet refreshing carbonated beverage that is naturally sweetened. With elements such as Acai Berry, Valerian Root, Rose Hips, and Melatonin, Lean beverages relieve everyday stress by creating an almost immediate sense of relaxation. Lean is available in three flavors – Purp, Yella, and Easta Pink. Served chilled straight up, over ice, blended, or in various cocktail combinations, Lean Slow Motion Potion^TM can appease a variety of personal tastes.

Purp resembles a light grape soda with aromatic hints of two novel ingredients that drinkers are typically unable to pinpoint, but yet still enjoy. Focused on the more traditional Texas-based consumer, the raw mix is enhanced with a special syrup concentrate to take the edge off. A number of popular Texas rap stars, particularly Houston artists, have made this flavor the most well-known among hip hop fans worldwide as the name “Purp” has been used in more songs online, on the radio, and in music videos – more than any other relaxation beverage brand flavor on the market today. **

Yellais a mixture of two natural wild backwoods-grown Southern flavors enhanced by a light pineapple base. This Memphis-, Tennessee born flavor includes a robust honeysuckle-like sweetener. This flavor was derived from the wildly popular lyrics of the Oscar Academy Award-winning rap group Three 6 Mafia, that repeatedly mention how they prefer sipping on that “Yella Yella” beverage to get them in the artistic zone and a steady, relaxed state of mind. **

Easta Pinkcombines strawberry cotton candy with two popular flavors loved by children and adults alike. Inspired by repeat multi-platinum album selling and Grammy Award-winning rap artist DeWayne Michael Carter (aka Lil Wayne) of New Orleans, this mixture reveals a triple flavor combination including special syrup, Lil Wayne gives accolades to this concoction of Lean flavors as being his most favorite, with Purp being second. He single-handedly popularized the term Easta Pink in many of his hit songs while performing live worldwide and in multiple music videos aired on the MTV, VH1, and BET cable networks. **

**No proprietary or intellectual property of these artists is used. The terminology that the artists use are slang terminologies that we have happened to have trademarked such as Lean Slow Motion Potion or have created sub-category brand names for in the form of a flavor description as it pertains to Purp, Yella and Easta Pink.

List of States Dewmar has/had Distributors

Arkansas (AR)

Florida (FL)

Iowa (IA)

Illinois (IL)

Louisiana (LA)

Massachusetts (MA)

Maryland (MD)

Michigan (MI)

Minnesota (MN)

Missouri (MO)

Mississippi (MS)

North Carolina (NC)

Nebraska (NE)

New York(NY)

Pennsylvania (PA)

South Carolina (SC)

Tennessee (TN)

Texas (TX)

Virginia (VA)

AUDITED FINANCIAL STATEMENTS OF ACQUISITION CANDIDATE

DSD NETWORK OF AMERICA, INC.

(formerly DEWMAR INTERNATIONAL BMC, INC.)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of DSD Network of America, Inc.

We have audited the accompanying balance sheets of DSD Network of America, Inc. (formerly Dewmar International BMC, INC.), (the ”Company”) as of November 30, 2010 and 2009, and the related statements of income, stockholders’ equity (deficit) and cash flows for each of the years in the period ended November 30, 2010 and the period March 13, 2009 (inception) through November 30, 2009. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DSD Network of America, Inc. as of November 30, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the period ended November 30, 2010 and the period March 13, 2009 (inception) through November 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming DSD Network of America, Inc. will continue as a going concern. As more fully discussed in Note 3 to the financial statements, the Company has incurred net losses since inception and will need to secure new financing or additional working capital in order to pay its obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan as to these matters is also described in Note 3. These financial statements do not include adjustments that might result from the outcome of this uncertainty.

/s/ LL Bradford & Company LLC

Las Vegas, Nevada

March 29, 2011 (except for Note 13 as to which date is September 14, 2011)


DSD NETWORK OF AMERICA, INC.
(formerly DEWMAR INTERNATIONAL BMC, INC.)
BALANCE SHEETS

				November 30, 2010		November 30, 2009
ASSETS

Current assets
	Cash		$	242,644	$	129,532
	Accounts receivable			117,342		161,086
	Inventory			85,382		135,101
	Prepaid expenses			6,689		6,681
		Total current assets		452,057		432,400

Fixed assets, net				11,642		-

Total assets			$	463,699	$	432,400


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Accounts payable and accrued liabilities		$	273,242	$	306,991
	Current portion of long-term debt			5,608		33,156
		Total current liabilities		278,850		340,147

Notes payable				384,122		148,251

Total liabilities				662,972		488,398

Stockholders' deficit
	Preferred stock; $0.001 par value; 25,000,000 shares authorized, no shares issued and outstanding			-		-
	Common stock; $0.001 par value; 100,000,000 shares authorized, 75,000 shares issued and outstanding			75		75
	Additional paid-in capital			-		-
	Accumulated deficit			(199,348)		(56,073)
		Total stockholders' deficit		(199,273)		(55,998)

Total liabilities and stockholders' deficit			$	463,699	$	432,400


DSD NETWORK OF AMERICA, INC.
(formerly DEWMAR INTERNATIONAL BMC, INC.)
STATEMENTS OF OPERATIONS

					From March 13, 2009
					(inception) to
			November 30, 2010		November 30, 2009
Revenues
	Sales, net of discounts	$	1,106,903	$	405,951
	Cost of goods sold		500,026		191,147
Gross profit			606,877		214,804

Operating expenses
	Occupancy and related expenses		37,736		17,872
	Marketing and advertising		63,402		17,077
	Research and development		650		8,089
	General and administrative		518,123		197,627
	Depreciation		1,663		-
Total operating expenses			621,574		240,665
Loss from operations			(14,697)		(25,861)

Interest expense			(128,738)		(30,220)
Interest income			160		8

Loss from operations before income taxes			(143,275)		(56,073)
Provision for income taxes			-		-
Net loss			(143,275)		(56,073)

Net loss per common share - basic and fully diluted		$	(1.91)	$	(0.75)

Weighted average common shares outstanding -basic and diluted			75,000		75,000


DSD NETWORK OF AMERICA, INC.
(formerly DEWMAR INTERNATIONAL BMC, INC.)
STATEMENTS OF STOCKHOLDERS' DEFICIT
							Total
	Common Stock				Accumulated		Stockholders'
	Shares		Amount		Deficit		Deficit
Balance, March 13, 2009 (inception)	-	$	-	$	-	$	-

Issuance of stock to founders for services at $0.001 per share	75,000		75		-		75

Net loss	-		-		(56,073)		(56,073)

Balance, November 30, 2009	75,000		75		(56,073)		(55,998)

Net loss	-		-		(143,275)		(143,275)

Balance, November 30, 2010	75,000	$	75	$	(199,348)	$	(199,273)


DSD NETWORK OF AMERICA, INC.
(formerly DEWMAR INTERNATIONAL BMC, INC.)
STATEMENTS OF CASH FLOWS

							From March 13, 2009
							(inception) to
					November 30, 2010		November 30, 2009

Cash flows from operating activities:
	Net loss			$	(143,275)	$	(56,073)
	Adjustments to reconcile net loss to net cash
	used by operating activities:
		Depreciation			1,663		-
		Share-based compensation			-		75
	Changes in operating assets and liabilities:
		Accounts receivable			43,744		(161,086)
		Inventory			49,719		(135,101)
		Prepaid expenses			(8)		(6,681)
		Accounts payable and accrued liabilities			(33,749)		306,991
			Net cash used by operating activities		(81,906)		(51,875)

Cash flows from investing activities:
	Purchase of fixed assets				(13,305)		-
			Net cash used by investing activities		(13,305)		-

Cash flows from financing activities:
	Proceeds from notes payable				208,323		181,407
	Principal payments on notes payable				-		-
			Net cash provided by financing activities		208,323		181,407

Net change in cash					113,112		129,532

Cash, beginning of period					129,532		-

Cash, end of period				$	242,644	$	129,532

Supplemental disclosure of cash flow information:
	Interest paid			$	128,738	$	30,220
	Taxes paid			$	-	$	-

DESCRIPTION OF BUSINESS

DSD Network of America, Inc. (formerly Dewmar International BMC, INC.), (“the Company”) launched its Lean Slow Motion Potion™ brand relaxation beverage in September of 2009. Based in Clinton, Mississippi and incorporated in the state of Nevada on March 13, 2009, the Company reflects a brand rooted in hip-hop culture that is influenced by a multitude of iconic rap music artists and high profile professional athletes. The three uniquely formulated Lean flavors consist of a blend of calming herbs with natural sweeteners to provide a better alternative to alcohol or over the counter cough medicines when it’s time to naturally unwind. After a difficult day – Lean. When you need to relax – Lean.

The soft drink industry has generated more than $40 billion annually since 2002 and is projected to grow to nearly $47 billion by 2015. Although the “get your lean on” cultural phenomenon is relatively young, several companies have already ventured into the market in recent years with beverages in an attempt to capture the market. The Company’s research reveals that consumers are seeking a beverage in this category that is tied closely with hip-hop and rap, has strong physical effects without the dangerous side effects of cough-syrup laced drinks, and is available in multiple flavors. The Company is perfectly positioned to be a leader this market with its Lean Slow Motion Potion™ beverages, providing a safe alternative for people who want to “get their lean on” without consuming dangerous or potentially harmful chemicals.

The Company uses a variety of marketing channels to promote its relaxation beverage. Creating a sales force to secure partnerships with distributors has been essential to generating recognition at the retail level. The Company additionally offers its distributors brand manager personnel support, marketing materials including posters, cooler stickers, and other point-of-sale items. This will comprise half of the Company’s overall marketing budget. To brand the product among consumers, the Company has allocated 20% of its budget to radio promotions, 10% toward online marketing and social networking, and nominal amounts for billboard and promotion vehicle. The Company will additionally hire celebrities to the promote the brand and will pay them a promotional services fee ranging from ten cents up to fifty cents per case (1% to 5% of the case cost) sold in varying markets where the celebrity’s likeness is used.

The Company has identified the need for a relaxation beverage in response to a lack of market presence for such a product. In contrast to the multiple energy drinks that exist today, the Company’s Lean Slow Motion Potion™ elicits a different kind of mindset. The drink’s premium relaxation formula was developed by a registered pharmacist with a commensurate understanding of the trends of urban sub-drug culture that has potential to harm communities. Lean is a safe and satisfying mix of pharmaceutical grade herbs and syrup-based flavors to give the consumer “functional relaxation.” Lean additionally features a unique link to rap and hip-hop music and culture, which is reflected in its marketing.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents - Cash and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

Inventory - Inventory is stated at the lower of first-in, first-out (FIFO) or market, including provisions for spoilage commensurate with known or estimated exposures which are recorded as a charge to Cost of goods sold during the period spoilage is incurred.

Fixed Assets - Leasehold improvements, property and equipment are stated at cost less accumulated depreciation. Expenditures for property acquisitions, development, construction, improvements and major renewals are capitalized. The cost of repairs and maintenance is expensed as incurred. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 5 to 10 years. Leasehold improvements are amortized over the shorter of the lease term, which generally includes reasonably assured option periods, or the estimated useful lives of the assets. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in ”Gain or Loss from Operations”.

The estimated useful lives are:



Leasehold improvements and buildings		5-20 years
Furniture and fixtures		3-10 years
Equipment		3-7 years

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Long-Lived Assets - Long-lived assets are evaluated when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through the estimated undiscounted future cash flows from the use of these assets. When any such impairment exists, the related assets will be written down to fair value.

Revenue Recognition Policy - Revenue from sales is recognized when products are sold. The Company reduces revenue by sales returns and sales discounts.

Costs and expenses are recognized during the period in which they are incurred.

Advertising Expense - The Company recognizes advertising expense as incurred. The Company recognized advertising expense totaling $63,402 and $17,077 for the years ended November 30, 2010 and 2009, respectively.

Research and Development - The Company may engage in a variety of research and development activities. These activities would primarily involve the development of new products, improvement of existing products, improvement and the modernization of the production processes, and the development and implementation of new technologies to enhance the quality and value of both current and future product lines. Consumer research is excluded from research and development costs and included in marketing costs. Research and development costs during the years ended November 30, 2010 and 2009 were $650 and $8,089, respectively.

Income Taxes - The Company accounts for its income taxes in accordance with FASB ASC 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

Fair Value of Financial Instruments - FASB ASC 825, “Disclosure About Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. As of November 30, 2010 and 2009, the carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature of such financial instruments.

Share-Based Compensation - In December 2009, the FASB issued FASB ASC 718, “Share-Based Payment”, which requires all share-based payments to employees, including grants of Company stock options to Company employees, as well as other equity-based compensation arrangements, to be recognized in the financial statements based on the grant date fair value of the awards. Compensation expense is generally recognized over the vesting period. During the years ended November 30, 2010 and 2009, the Company recognized share-based compensation expense totaling $-0- and $75, respectively. See Note 9 for further discussion.

Earnings (Loss) per Share - Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share, is computed using the weighted-average number of outstanding common stock during the applicable period. Diluted earnings per share, is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. For the years ended November 30, 2010 and 2009, the Company had no common stock equivalent shares which were considered antidilutive and excluded from the earnings (loss) per share calculations.

Concentration of Credit Risk for Cash Held at Banks - The Company maintains cash balances at an institution that is insured by the Federal Deposit Insurance Corporation up to $250,000. No amounts were in excess of the federally insured program for the years ended November 30, 2010 and 2009.

Concentration of Risk - The Company’s operations and future business model are dependent in a large part on the Company’s ability to execute its business model. The Company’s inability to meet its sales objectives may have a material adverse effect on the Company’s financial condition.

Geographic Concentration - As of November 30, 2010, most of the Company’s sales are derived from beverage distributors located in the Southern region of the United States. This concentration of sales may have a negative impact on total sales in the event of a decline in the local economies.

Insurance Liability - The Company maintains insurance policies for general liability and property damage. Pursuant to these policies, the Company is responsible for losses up to certain limits and is required to estimate a liability that represents the ultimate exposure for aggregate losses below those limits. No liability exists as of November 30, 2010 and 2009, but in the event a liability is incurred, the amount will be based on management’s estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. Any future estimated liability may not be discounted and may be based on a number of assumptions and factors, including historical trends, actuarial assumptions, and economic conditions. If actual trends differ from the estimates, future financial results could be impacted.

Subsequent Events - The Company has evaluated subsequent events through March 30, 2011, the date it filed its report for the year ended November 30, 2010 with the SEC.

New Accounting Pronouncements - In April 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-13 (ASU 2010-13), Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements, which requires entities to disclose separately the amount and reasons behind significant transfers in and out of Levels 1 and 2, disclose the fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used to measure both recurring and nonrecurring activities under Levels 2 and 3. The new disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009. The ASU also requires that reconciliations for fair value measurements using significant unobservable inputs (Level 3) should separately present significant information on a gross basis. This Level 3 disclosure requirement is effective for fiscal years beginning after December 14, 2010. The adoption of the provisions of ASU 2010-06 is not expected to have a material impact on the Company’s financial statements.

GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company incurred a net loss of $143,275 for the year ended November 30, 2010, and has accumulated net losses totaling $199,348 since inception. The Company’s operating results are also subject to numerous factors, including fluctuation in the cost of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace.

These conditions give rise to substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Management’s plan, in this regard, is to raise financing of approximately $40,000 through equity financing. Management believes this amount will be sufficient to augment the cash flow it receives from product sales and finance the continuing development for the next twelve months.

INVENTORY

Inventory at November 30, 2010 and 2009 consisted of finished goods in the amounts of $60,551 and $27,571 and raw materials in the amounts of $24,831 and $107,530, respectively.

FIXED ASSETS

Fixed assets consisted of the following as of November 30, 2010 and 2009:


		November 30, 2010		November 30, 2009
Vehicles	$	13,305	$	-
Less: accumulated depreciation		(1,663)		-
Fixed assets, net	$	11,642	$	-

Depreciation expense for the years ended November 30, 2010 and 2009 totaled $1,663 and $-0-, respectively.

NOTES PAYABLE

On June 5, 2009, the Company executed an unsecured promissory note for $62,833 with an unrelated third party. The loan bears 8.5% interest and is due on October 11, 2011. As of December 2010, the balance of the note was paid in full.

On August 3, 2009, the Company executed an agreement with an unrelated third party which provides for the payment of raw goods directly to suppliers by the agreement holder. The agreement bears interest at a rate of $2.00 per case for all product sold to distributors within the state of Texas and $2.50 per case for all product sold to distributors outside the state of Texas. The Company also agreed that any product purchased by the agreement holder may be charged against any outstanding interest payments owed. As of November 30, 2010 and 2009, the principle and interest amounts due under the agreement were $354,000 and $118,129, respectively, and are due on demand.

On April 28, 2010, the Company executed a promissory note for $13,305 with Regions Bank. The loan is secured by the company vehicle and requires monthly payments in the amount of $1,135. The loan bears 4.45% interest and is due on April 22, 2011. As of February 2011, the balance of the note was paid in full.

INTEREST INCOME AND EXPENSE

Interest income for the years ended November 30, 2010 and 2009 totaled $160 and $8, respectively.

Interest expense for the years ended November 30, 2010 and 2009 totaled $128,738 and $30,220, respectively.

INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets as of November 30, 2010 and 2009 are as follows:


		November 30, 2010		November 30, 2009
Deferred tax assets:
Net operating loss	$	143,275	$	56,073
Stock issued for services		-		75
		143,275		56,148
Income tax rate		34%		34%
		48,714		19,090
Less valuation allowance		(48,714)		(19,090)
	$	-	$	-

At November 30, 2010 and 2009, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses. During the years ended November 30, 2010 and 2009, the Company determined that it was more likely than not that it would not realize its deferred tax assets and a valuation allowance was recorded. At November 30, 2010 and 2009, the Company had approximately $199,423 and $56,148 of federal and state net operating losses, respectively. The net operating loss carry forwards, if not utilized will begin to expire in 2024.

Reconciliations of the U.S. federal statutory rate to the actual tax rate follows for the years ended November 30, 2010 and 2009 are as follows:


	2010	2009
U.S. federal statutory income tax rate	34.0 %	34.0 %
State tax – net of federal benefit	0.0 %	0.0 %
	34.0 %	34.0 %
Increase in valuation allowance	(34.0 %)	(34.0 %)
Effective tax rate	0.0 %	0.0 %

STOCKHOLDERS’ EQUITY

In March 2009, the Company issued 75,000 shares of its $0.001 par value common stock in to its founders in exchange for services.

10.

RELATED PARTY TRANSACTIONS

During the years ended November 30, 2010 and 2009, the Company engaged with a distributor that is wholly-owned by the Company’s CEO, Marco Moran. The distributor is responsible for shipping out product samples, transferring small quantities of product to local distributors and for the fulfillment of online sales orders.

11.

LEGAL PROCEEDINGS

In January 2011, a claim was filed against the Company in the 23^rd Judicial District Court in the State of Louisiana alleging breach of contract. The claimant is seeking unspecified damages. The Company is in the process of filing a response refuting the factual allegations contained in the claim. While the results of this matter cannot be predicted with certainty, the Company’s management believes that losses, if any, resulting from the ultimate resolution of this matter will not have a material adverse effect on the Company’s financial position, result of operations or cash flows. The Company intends to vigorously defend the allegations and has not recorded a liability as of November 30, 2010.

There are no other legal proceedings pending or, to the best of our knowledge, contemplated or threatened that are deemed material to our business or us.

12.

COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to proceedings, lawsuits and other claims. Such matters can be subject to many uncertainties, and outcomes are not predictable with assurance. The Company is not aware of the existence of any such matters at November 30, 2010, and has not provided for any such contingencies, accordingly.

DSD NETWORK OF AMERICA, INC.

(FORMERLY DEWMAR INTERNATIONAL BMC, INC.)

BALANCE SHEETS


				Unaudited
				May 31, 2011		November 30, 2010
ASSETS
Current assets
	Cash		$	103,304	$	242,644
	Accounts receivable			130,837		115,584
	Accounts receivable - related party			20,531		1,758
	Inventory			46,301		85,382
	Prepaid expenses			47,708		6,689
		Total current assets		348,681		452,057

Fixed assets, net				10,311		11,642
Due from related party				30,881		-
				41,192		11,642

Total assets			$	389,873	$	463,699

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Accounts payable and accrued liabilities		$	38,536	$	17,300
	Accrued payroll liabilities			294,681		255,942
	Current portion of long-term debt			-		5,608
	Due to Dewmar International BMC, Inc. (formerly Mirador, Inc.)			38,800		-
		Total current liabilities		372,017		278,850

Notes payable				316,452		384,122

Total liabilities				688,469		662,972

Stockholders' deficit
	Preferred stock; $0.001 par value; 25,000,000 shares authorized, no shares issued and outstanding			-		-
	Common stock; $0.001 par value; 100,000,000 shares authorized, 75,000 shares issued and outstanding			75		75
	Accumulated deficit			(298,671)		(199,348)
		Total stockholders' deficit		(298,596)		(199,273)

Total liabilities and stockholders' deficit			$	389,873	$	463,699

DSD NETWORK OF AMERICA, INC.

(FORMERLY DEWMAR INTERNATIONAL BMC, INC.)

STATEMENTS OF OPERATIONS


			Unaudited				Unaudited
			For the three months ended				For the six months ended
			May 31, 2011		May 31, 2010		May 31, 2011		May 31, 2010
Revenues
	Sales, net of discounts	$	385,154	$	418,021	$	639,252	$	645,759
	Sales - related party, net of discounts		16,060		-		23,080		1,080
	Cost of goods sold		184,570		299,954		270,806		466,333
Gross profit			216,644		118,067		391,526		180,506

Operating expenses
	Occupancy and related expenses		9,987		7,004		15,784		15,863
	Marketing and advertising		26,273		10,714		34,015		20,318
	General and administrative		216,279		81,438		408,878		100,723
	Depreciation		666		416		1,331		416
Total operating expenses			253,205		99,572		460,008		137,320
Loss from operations			(36,561)		18,495		(68,482)		43,186

Interest expense			(30,811)		(1,114)		(30,954)		(2,346)
Interest income			56		2		113		32

Loss from operations before income taxes			(67,316)		17,383		(99,323)		40,872
Provision for income taxes			-		-		-		-
Net income (loss)		$	(67,316)	$	17,383	$	(99,323)	$	40,872

Net loss per common share - basic and fully diluted		$	(0.90)	$	0.23	$	(1.32)	$	0.54

Weighted average common shares outstanding -basic and diluted			75,000		75,000		75,000		75,000

DSD NETWORK OF AMERICA, INC.

(FORMERLY DEWMAR INTERNATIONAL BMC, INC.)

STATEMENTS OF STOCKHOLDERS' DEFICIT


								Stock		Additional				Total
	Common Stock			Stock Payable				Subscription		Paid-in		Accumulated		Stockholders'
	Shares		Amount	Shares		Amount		Receivable		Capital		Deficit		Deficit
Balance, November 30, 2010	75,000	$	75	-	$	-	$	-	$	-	$	(199,348)	$	(199,273)

Net loss	-		-	-		-		-		-		(99,323)		(99,323)

Balance, May 31, 2011 (Unaudited)	75,000	$	75	-	$	-	$	-	$	-	$	(298,671)	$	(298,596)

DSD NETWORK OF AMERICA, INC.

(FORMERLY DEWMAR INTERNATIONAL BMC, INC.)

STATEMENTS OF CASH FLOWS


					Unaudited
					For the three months ended
					May 31, 2011		May 31, 2010

Cash flows from operating activities:
	Net income (loss)			$	(99,323)	$	40,872
	Adjustments to reconcile net income (loss) to net cash
	cash provided (used) by operating activities:
		Depreciation			1,331		416
	Changes in operating assets and liabilities:
		Accounts receivable			(15,253)		(18,488)
		Accounts receivable - related party			(18,773)		-
		Inventory			39,081		126,980
		Prepaid expenses			(41,019)		4,454
		Due from related party			(30,881)		-
		Accounts payable and accrued liabilities			21,236		(39,436)
		Accrued payroll liabilities			38,739		73,042
			Net cash provided (used) by operating activities		(104,862)		187,840

Cash flows from investing activities:
	Fixed asset purchases				-		(13,305)
			Net cash used by investing activities		-		(13,305)

Cash flows from financing activities:
	Proceeds from notes payable				-		44,340
	Principal payments on notes payable				(73,278)		(99,634)
	Due to Dewmar International BMC, Inc. (formerly Mirador, Inc.)				38,800		-
			Net cash used by financing activities		(34,478)		(55,294)

Net change in cash					(139,340)		119,241

Cash, beginning of period					242,644		129,532

Cash, end of period				$	103,304	$	248,773

Supplemental disclosure of cash flow information:
	Interest paid			$	30,954	$	2,346
	Taxes paid			$	-	$	-

DSD NETWORK OF AMERICA, INC.

(FORMERLY DEWMAR INTERNATIONAL BMC, INC.)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

MAY 31, 2011

1. DESCRIPTION OF BUSINESS

DSD Network of America, Inc. (formerly Dewmar International BMC, Inc.), (“the Company”) launched its Lean Slow Motion Potion™ brand relaxation beverage in September of 2009. Based in Clinton, Mississippi and incorporated in the state of Nevada on March 13, 2009, the Company reflects a brand rooted in hip-hop culture that is influenced by a multitude of iconic rap music artists and high profile professional athletes. The three uniquely formulated Lean flavors consist of a blend of calming herbs with natural sweeteners to provide a better alternative to alcohol or over-the-counter cough medicines when it’s time to naturally unwind. After a difficult day – Lean. When you need to relax – Lean.

The Company has identified the need for a relaxation beverage in response to a lack of market presence for such a product. In contrast to the multiple energy drinks that exist today, the Company’s Lean Slow Motion Potion™ elicits a different kind of mindset. Lean is the first non-alcoholic beverage of its kind that is derived from more than a decade of research, and that helps consumers relax after a hard day’s work, play, school or at bedtime. The drink’s premium relaxation formula was developed by a registered pharmacist with a commensurate understanding of the trends of urban sub-drug culture that has potential to harm communities. Lean is a safe and satisfying mix of pharmaceutical grade herbs and syrup-based flavors to give the consumer “functional relaxation.” Lean additionally features a unique link to rap and hip-hop music and culture, which is reflected in its marketing.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The estimated useful lives are:


Leasehold improvements and buildings		5-20 years
Furniture and fixtures		3-10 years
Equipment		3-7 years

Revenue Recognition Policy - Revenue from sales is recognized when products are sold. The Company reduces revenue by sales returns and sales discounts.

Costs and expenses are recognized during the period in which they are incurred.

Advertising Expense - The Company recognizes advertising expense as incurred. The Company recognized advertising expense totaling $34,015 and $20,318 for the six months ended May 31, 2011 and 2010, respectively.

Fair Value of Financial Instruments - FASB ASC 825, “Disclosure About Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. As of May 31, 2011 and November 30, 2010, the carrying amounts and estimated fair values of the Company’s financial instruments approximate their fair value due to the short-term nature of such financial instruments.

Earnings (Loss) per Share - Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common stock during the applicable period. Diluted earnings per share is computed using the weighted-average number of common and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. For the periods ended May 31, 2011 and 2010, the Company had no common stock equivalent shares which were considered antidilutive and excluded from the earnings (loss) per share calculations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Geographic Concentration - As of May 31, 2011, most of the Company’s sales are derived from beverage distributors located in the Southern region of the United States. This concentration of sales may have a negative impact on total sales in the event of a decline in the local economies.

Insurance Liability - The Company maintains insurance policies for general liability and property damage. Pursuant to these policies, the Company is responsible for losses up to certain limits and is required to estimate a liability that represents the ultimate exposure for aggregate losses below those limits. No liability exists as of May 31, 2011 and November 30, 2010, but in the event a liability is incurred, the amount will be based on management’s estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. Any future estimated liability may not be discounted and may be based on a number of assumptions and factors, including historical trends, actuarial assumptions, and economic conditions. If actual trends differ from the estimates, future financial results could be impacted.

Subsequent Events - The Company has evaluated subsequent events through September 19, 2011, the date it filed its report for the period ended May 31, 2011 with the SEC.

New Accounting Pronouncements - The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

3. GOING CONCERN

subject to numerous factors, including fluctuation in the cost of raw materials, changes in consumer preference for beverage products and competitive pricing in the marketplace.

Management’s plan, in this regard, is to raise capital through equity financing. Management believes this will be sufficient to augment the cash flow it receives from product sales and finance the continuing development for the next twelve months.

4. INVENTORY

Inventory at May 31, 2011 and November 30, 2010 consisted of finished goods in the amounts of $23,880 and $60,551 and raw materials in the amounts of $22,421 and $24,831, respectively.

5. FIXED ASSETS

Fixed assets consisted of the following as of May 31, 2011 and November 30, 2010:


		May 31, 2011		November 30, 2010
Vehicles	$	13,305	$	13,305
Less: accumulated depreciation		(2,994)		(1,663)
Fixed assets, net	$	10,311	$	11,642

Depreciation expense for the three months ended May 31, 2011 and 2010 totaled $666 and $416, respectively. Depreciation expense for the six months ended May 31, 2011 and 2010 totaled $1,331 and $416, respectively.

6. ACCRUED PAYROLL LIABILITIES

On January 1, 2009, the Company executed a six year employment agreement with Marco Moran for the position of Chief Executive Officer. The Company has accrued an annual salary of $120,000 for Mr. Moran.

On November 20, 2009, the Company executed an employment agreement with DeWayne McKoy for the position of Chief Operating Officer. Mr. McKoy’s employment contract terminated on February 6, 2011. Under the terms of the employment contract, Mr. McKoy received an annual salary of $80,000.

As of May 31, 2011 and November 30, 2010 the Company had accrued payroll liabilities in the amounts of $294,681 and $255,942, respectively.

7. NOTES PAYABLE

On August 3, 2009, the Company executed an agreement with an unrelated third party which provides for the payment of raw goods directly to suppliers by the agreement holder. The agreement bears interest at a rate of $2.00 per case for all product sold to distributors within the state of Texas and $2.50 per case for all product sold to distributors outside the state of Texas. The Company also agreed that any product purchased by the agreement holder may be charged against any outstanding interest payments owed. As of May 31, 2011 and November 30, 2010, the principle and interest amounts due under the agreement were $316,452 and $354,000, respectively, and are due on demand.

8. INTEREST INCOME AND EXPENSE

Interest income for the three ended May 31, 2011 and 2010 totaled $56 and $2, respectively. Interest income for the six ended May 31, 2011 and 2010 totaled $113 and $32, respectively.

Interest expense for the three months ended May 31, 2011 and 2010 totaled $30,811 and $1,114, respectively. Interest expense for the six months ended May 31, 2011 and 2010 totaled $30,954 and $2,346, respectively.

9. RELATED PARTY TRANSACTIONS

During the periods ended May 31, 2011 and 2010, the Company engaged with a distributor that is wholly-owned by the Company’s CEO, Marco Moran. The distributor is responsible for shipping out product samples, transferring small quantities of product to local distributors and for the fulfillment of online sales orders. As of May 31, 2011 and 2010, the Company recorded net product sales in the amounts of $23,080 and $1,080, respectively, to the related party distributor and accounts receivable in the amounts of $20,531 and $1,758, as of May 31, 2011 and November 30, 2010, respectively.

As of May 31, 2011, the Company was due a total of $30,881, from an entity wholly-owned by our CEO, Marco Moran, in the form of an unsecured line of credit. The line of credit bears 0% interest and is due on demand.

10. LEGAL PROCEEDINGS

11. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company is subject to proceedings, lawsuits and other claims. Such matters can be subject to many uncertainties, and outcomes are not predictable with assurance. The Company is not aware of the existence of any such matters at May 31, 2011, and has not provided for any such contingencies, accordingly.

PROFORMA FINANCIAL STATEMENTS

CONVENIENTCAST, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

JUNE 30, 2011

The following unaudited pro forma condensed balance sheet as of June 30, 2011 was prepared as if the merger was effective as of such date. The unaudited pro forma condensed statement of operations for the fiscal year ended June 30, 2011 for Convenientcast, Inc. (hereafter referred to as “Convenientcast”) and for the twelve months ended May 31, 2011 for DSD Network of America Inc. (f.k.a. Dewmar International BMC, Inc.) (hereafter referred to as “DSD”) was prepared as if the merger was effective as of July 1, 2010.

The unaudited pro forma condensed financial statements, as described above, should be read in conjunction with the audited historical financial statements and notes thereto included the six months ended May 31, 2011 for DSD, also included herein.

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future financial position or future results of operations of the combined enterprise after the acquisition of DSD with Convenientcast, or of the financial position or results of operations of the combined enterprise that would have actually occurred had the acquisition been effected as of the dates described above.

CONVENIENTCAST, INC.

CONDENSED PRO FORMA BALANCE SHEET AS OF JUNE 30, 2011 (UNAUDITED)


									Pro Forma			Pro Forma Balance
					Convenientcast		DSD		Adjustments	Notes		Sheet
ASSETS

Current assets
	Cash			$	146-	$	103,304	$	-		$	103,450
	Accounts receivable				-		151,368		-			151,368
	Inventory				-		46,301		-			46,301
	Prepaid expenses				400		47,708		-			48,108
	Deposits				800							800
		Total current assets			1,346		348,681		-			350,027

Fixed assets, net					124		10,311		-			10,435
Due from related party					-		30,881		-			30,881
					-		41,192		-			41,192
			Mineral Leases		4,181							4181

Total assets				$	5,651-	$	389,873	$	-		$	395,524

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
	Accounts payable and accrued liabilities			$	42,521	$	333,217	$	-		$	379,877
	Accrued Expenses				15,600		-		-			15600
							-					-
		Total current liabilities			58,121		372,017					430,138

Notes payable					65,884		316,452					382336

Total liabilities					124,005		688,469					812,474

Stockholders' deficit
	Common stock				17,555		75		41,125	A		58,755
	Additional paid in capital				540,460		-					540,460
	Accumulated deficit				(676.369)		(298,671)		(41,125)	A		(1,016,165)
		Total stockholders' deficit			(118,353)		(298,596)					(416,949)

Total liabilities and stockholders' deficit				$	5,651-	$	389,873	$	-		$	395,524


CONVENIENTCAST, INC.

CONDENSED PRO FORMA STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2011 (UNAUDITED)


							Pro Forma			Pro Forma
			Convenientcast		DSD		Adjustments	Notes		Balance Sheet
Revenues
	Sales, net of discounts	$	-	$	1,122,396	$	-		$	1,122,396
	Cost of goods sold		-		304,499		-			304,499
Gross profit			-		817,897		-			817,897

Operating expenses
	Occupancy and related expenses		-		37,656		-			37,656
	Marketing and advertising		-		77,099		-			77,099
	General and administrative		54,911		826,930		-			881,841
	Depreciation		-		2,578		-			2,578
Total operating expenses			54,911		944,263		-			999,174
Loss from operations			(54,911)		(126,366)		-			(181,277)

Interest expense			(350)-		(157,346)		-			(157,696)
Interest income			-		242		-			242

Loss from operations before income taxes			(54,561)		(283,470)		-			(338,031)
Provision for income taxes			-		-		-			-
Net loss		$	(54,561)	$	(283,470)	$	-		$	(338,031)

CONVENIENTCAST, INC.

NOTES TO THE PRO FORMA COMBINED FINANCIAL INFORMATION (UNAUDITED)

JUNE 30, 2011

A preliminary allocation of the purchase price has been made to stockholder’s equity (deficit) in the accompanying pro forma financial statements based on available information. The actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein. These pro forma adjustments represent the Company’s preliminary determination of purchase accounting adjustments and are based upon available information and certain assumptions that the Company believes to be reasonable. Consequently, the amounts reflected in the pro forma financial statements are subject to change, and the final amounts may differ substantially.

The accompanying unaudited pro forma combined financial statements do not give effect to any cost savings, revenue synergies or restructuring costs which may result from the integration of DSD and the operations of Convenientcast. Further, actual results may be different from these unaudited pro forma combined financial statements.

On Oct. 28, 2011, Convenientcast entered into an exchange agreement to purchase 100% of the outstanding shares of DSD in exchange for 40,000,000 common shares of Convenientcast stock. At the closing of the Exchange Agreement DSD became become a wholly-owned subsidiary of Convenientcast and Convenientcast acquired the business and operations of DSD. The Exchange Agreement contains customary representations, warranties, and conditions.

The unaudited pro forma condensed balance sheet combines the balance sheet of DSD as of May 31, 2011 and the balance sheet of Convenientcast as of June 30, 2011, and gives pro forma effect to the above transaction as if it had occurred on July 1, 2010. The unaudited pro forma statement of operations combines the operations of DSD for the twelve months ended May 31, 2011 and the operations of Convenientcast for the period ended June 30, 2011 and assumes that the acquisition took place on July 1, 2010. The unaudited pro forma combined condensed financial statements are based upon the historical financial statements of DSD and Dewmar after considering the effect of the adjustments described in the footnotes that follow.

The pro forma adjustments are comprised of the following elements:

Reflects the reverse merger for 40,000,000 shares of common stock at $0.001 par value. Adjustment to stockholder’s equity is a preliminary estimate made by management.

Management Discussion and Analysis

DSD. is currently distributing its product throughout fifteen states throughout the US. The Company intends to expand distribution of Lean Slow Motion Potion^TM nationally through retailers across the country. The industry analysis company IBIS World projects domestic demand for soft drinks to increase over the next five years by more than $2 billion, potentially generating more than $46.8 billion by 2015 (see chart below). ¹

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¹ IBISWorld. “Soft Drink Production in the US Industry Report.” Obtained June 2010.

In this industry, the new age beverage category is a new, yet rapidly growing market. In particular, relaxation beverages generated an estimated $10 million in sales in 2009, according to the beverage industry publication Beverage Spectrum. However, this industry is expected to continue growing due to increased media coverage. The Company itself has already captured a substantial portion of market share .

Generally, a beverage is considered as a “new age” beverage if it meets one of more of the following criteria; it has a noticeable functionality to the consumer other than just to cure thirst, it is not a traditional flavored soda, water or regular tea, or lastly there is no pre-existing beverage category for the product based upon the overall uniqueness of the new beverage.

As one article¹ explicitly states, “ So what exactly are new age beverages? Well, this is a new category within the beverage industry that covers the new style of beverages. This new ‘ category ’ is growing and changing. Before only energy drinks and really new innovative beverages where part of the category. Now the category has evolved and you can include enhanced water, teas, diet drinks, iced coffee and really, any new drink. Every beverage company wants to be associated with the ‘ new age’ category because not just because it's sexier but because the category is growing quicker and investors are looking at it up close.¹” The article continues on to say, “Why are these drinks growing at 50% per year or more? Why do we see so many waters, energy drinks, hydrating products, etc. on the market today? The answer is easy. Consumers are demanding more and more drinks. They want drinks for every occasion or part of the day. They want organic drinks, sugary drinks, healthy drinks and every type of drink to fit their personality, and style.¹”

Yet another article written about the New Age Beverage category makes mention the following, “The New Age Carbonated Beverages segment is finally coming into its own with major and niche soda manufacturers creating new value-added healthy alternatives to CSDs (carbonated soft drinks).”² The article continues to read, “Companies examined include the major carbonated drink players (e.g., Coca-Cola, PepsiCo., Cadbury-Schweppes), as well as the niche players making a name for themselves in this market (e.g., IZZE, Jones, Red Bull). Market Trends: New Age Carbonated Beverages examines the state of the U.S. market, from everyday major supermarket players to specialty premium niche players.”² This explicitly proves that the “new age” beverage category is not simply a passing fad but has potential for longevity.

¹ Why Are Energy Drinks & New Age Beverages The New Hot Companies?

Published: Jul 15, 2008 http://www.articlesbase.com/business-opportunities-articles/why-are-energy-drinks-new-age-beverages-the-new-hot-companies-484990.html#ixzz1bRVcQvGZ

²Market Trends: New Age Carbonated Beverages Published: Apr 1, 2005 - 126 Pages

http://www.packagedfacts.com/sitemap/product.asp?productid=1073652

"Growing per capita disposable income and demand from convenience stores and other retail outlets is projected to benefit the Relaxation Drink Production industry in the five years to 2016, according to a new report released from IBISWorld. Also, existing companies are already signing nationwide distribution deals, which indicate market acceptance and familiarity with relaxation drinks - so they are not growing from an extremely low base as they did over the prior five years. For this reason, industry research firm IBISWorld has added a report on the Relaxation Drink industry to its growing Wellness & Nutrition & Supplements Report collection."

"The industry's fast-paced growth was possible because it was from an extremely low base and because there is an established market for sleep aids and products that help people focus. IBISWorld estimates industry revenue grew at a 68.7% annualized rate over five years, including a 49.5% increase from 2010 to 2011 to total $73.7 million"

"There are expected to be nearly 390 different types of relaxation drinks out on the market in 2011; however, the market is not yet saturated. Based on National Health Institute findings, IBISWorld estimates that there are more 53 million Americans that have trouble sleeping. Not only are such people a potential market but also people who have trouble focusing are likely to consume relaxation drinks that are marketed for that purpose. As relaxation beverage producers succeed, new companies are entering into the relaxation drink market. According to IBIS World analyst, Agata Kaczanowska, Concentration has increased significantly since the industry began in the mid-2000s. The major companies in the Relaxation Drink Industry include Dream Products LLC, which launched its first product, a relaxation beverage called Dream Water, in January 2010 and Innovative Beverage Group, a beverage distributor and the producer of the popular relaxation drink called drank. In addition, the relaxation drink, ViB, an acronym for vacation in a bottle, launched in 2008, has gradually increased its distribution network."

“The Relaxation Drink industry is already established and will be growing from a higher base, the potential demand pent-up in the market for relaxation drinks outweighs possible challenges to the industry,” says Kaczanowska.

³Relaxation Drink Industry Report Now Available from IBISWorld Published: December 29, 2011 by James Karklins of ISBISWorld

Article link: http://news.yahoo.com/relaxation-drink-industry-report-now-available-ibisworld-

080418356.html;_ylc=X3oDMTNscHF0OTNvBF9TAzgyMzg5MjUyBGFjdANtYWlsX2NiBGN0A2EEaW50bAN1cwRsYW5nA2V

uLVVTBHBrZwNjMGY1NzY2NS0yYmUxLTNkY2ItOTE5Ny0xNzViOWJiMDkxN2QEc2VjA21pdF9zaGFyZQRzbGsDbWFpbA

R0ZXN0Aw--;_ylv=3

Market Segmentation

Lean Slow Motion Potion’s^TM primary market is fans of the hip hop music community, particularly males/females of varying races and ethnicities that are under the age of 40. Not only does the hip-hop culture automatically embrace the brand, but it originally created the “get your lean on” culture. A secondary market exists among adult consumers of all mature ages searching for a non-alcoholic, drug-free beverage that aids in relaxation for the purposes of stress reduction or sleep assistance.

Our sub-contracted flavor house Allen Flavors Industries, located at 23 Progess St., Edison, New Jersey 08820 has the exclusive responsibility to provide the highest level of quality assurance protocol to assure that we attain consistent, high quality herbal ingredients that serve as the active ingredients within our flavored concentrate. Also, Allen Flavors works in conjunction with our sub-contracted bottler Big Springs, Inc. of 514 Clinton Ave, Huntsville, AL 35801 to make sure that the quality controlled active concentrate is properly diluted and mixed in an FDA approved current Good Manufacturing Practices manner to provide ultimate safety for consumer end-use.

Allen Flavors Mission Statement: Allen Flavors believes in responsibility and accountability in all aspects of our business. Our marketing, our procurement, our recruiting, our impact on the environment and our contributions to our communities, all are part of our responsibilities. Acting with these values, not just expressing them, is how we show our respect for our business, our employees, our customers and our communities.

Big Springs Inc. Statement: The company that currently operates as Big Springs, Inc. was founded in 1902 in Huntsville, Alabama. Over the years, Big Springs, Inc. has grown into one of the best production facilities in the United States.

We produce a wide range of national, regional and private label soft drinks and energy drinks sold throughout the country. At Big Springs, Inc., our goal is to provide excellent customer service and satisfaction. We take pride in producing quality products while offering hands-on service. We have a team approach and are always available to support our customer needs.

With over 100 years of experience in soft drink production, we can assure our customers of the highest quality control standards in the beverage industry. From concept to consumption, Big Springs, Inc. can accomplish your goals. We work with suppliers throughout the country to procure all raw materials used in soft drink production. If you need a product developed, or a state-of-the-art production facility, Big Springs, Inc. can fulfill your needs. Our goal is to deliver a quality product on a continuous and consistent basis.

Market Needs

As rap and hip-hop increased in popularity in the 90’s and first part of the 21^st century, a sub-culture emerged in the south centered on “getting your lean on.” This term was a euphemism for the dangerous practice of adding cough syrup to a beverage (carbonated or alcoholic) for the purpose of relaxing. As the practice increased in prominence, some drink makers entered the market with products catered to this culture. The Company’s internal research revealed that consumers wanted a product with a stronger cultural association, a more pronounced physical affect, and more flavor options. The Company’s product is developed by a licensed pharmacist and accomplishes the desired affects with none of the dangerous side effects that accompany the traditional practice of consuming cough syrup-laced beverages recreationally.

Many articles over the past years show where the Drug Enforcement Agency and other police officials fight the war against drugs that result in dangerous overdoses and side-effects daily whereas millions of people experiment with prescription cough syrup as a form of illicit drug use to get high by mixing it with different non-alcoholic beverages. The repeat use of prescription cough syrup for recreation can lead to drug abuse that has a number of dangerous drug-induced side-effects, even if the individual is wanting to simply get a good “buzz” or to attain a very deep sleep.

Most recently, one news article reads: “Authorities say they cracked a ring that smuggled prescription-strength cough syrup into Houston to make a deadly potion popular in the hip-hop world. The U.S. Drug Enforcement Administration said the ring used its own rogue pharmacies in California to purchase 97,000 pints of the syrup used to make Purple Drank the Houston Chronicle reported Wednesday.” It continues on to say, “The popular but illegal beverage, a mixture of cough syrup containing codeine with carbonated soda and candy for flavor, sells for nearly twice as much in Houston as it does in Los Angeles, authorities said.”¹

The state Texas State Board of Pharmacy featured an article regarding the cultural association of prescription cough syrup abuse where it states, “Syrup is abused across all ethnic and cultural boundaries and its popularity is growing rapidly. Syrup has been glorified in musical lyrics with references to sippin’ syrup…”²

A recent article titled Cough Syrup Abuse written by Stacy Barnes on January 26, 2011 stated, “Cough syrup abuse typically involves taking codeine-promethazine hydrochloride cough syrup and mixing it with soda, alcohol, or candy in a concoction known as ‘syzurp’, ‘syrup’, or ‘purple stuff’. The ingredients in this concoction make it very easy to develop an addiction. Experts are worried about the danger of this syrup being such a highly trendy drug drink. It may be socially acceptable, but there have been many stories of overdoses or people drinking syrup at a party and falling asleep at the wheel when they drive home. As an opiate it is a very addictive substance. Erratic behavior and insomnia, or an inability to sleep without syrup are the warning signs of needing addiction treatment. Common side effects include confusion, dizziness, double or blurred vision, slurred speech, impaired physical coordination, abdominal pain, nausea and vomiting, rapid heart beat, drowsiness, numbness of fingers and toes, and disorientation. The effects typically last for 6 hours. More serious effects include elevated blood pressure, fainting, and liver damage.”³

Since the CEO of the company is a 15 year plus veteran licensed-registered pharmacist, he has seen these trends in prescription cough syrup abuse as previously noted; therefore he carefully crafted his brand to cater to all of the cultural demands of those who may have already or could potentially abuse prescription cough syrup by first developing an effective formulation that creates a sense of immediate relaxation and calming effect. A secondary yet very important factor includes appeasing the pallets of niche consumers by creating popular tasty flavors. This is supported by implementing unique branding methods, inclusive of creating highly recognizable and popular brand names and flavors, that cater to potential abusers who relate to hip hop music and artists.

¹Houston Chronicle; Published: Oct. 19, 2011 at 12:02 PM

Read more: http://www.upi.com/Top_News/US/2011/10/19/Four-arrested-in-street-drug-smuggling/UPI-

39651319040171/#ixzz1bdSuMrJf

²Texas State Board of Pharmacy, Newsletter Volume XXV , Number 2; Spring 2001

³ Cough Syrup Abuse By Stacy Barnes | January 26, 2011 http://www.unityrehab.com/drug-addiction-treatment-news/addiction-

treatment-2/cough-syrup-abuse/

Additionally, it is specifically designed to cater to the hip-hop culture and comes in three flavors: Purp, Easta Pink, and Yella. All three flavors have been repetitively used terminology in popularized rap lyrics over the past 10 years.

Industry Analysis

The Company will operate within the Bottled and Canned Soft Drinks industry (Standard Industrial Classification 2086). The table below shows Dun & Bradstreet data regarding the performance of the businesses in this industry on a national level as well as in the carbonated beverages, nonalcoholic: packaged in cans, bottles subset. ²

Industry: Bottled and Canned Soft Drinks (2086)

Establishments primarily engaged in manufacturing soft drinks and carbonated waters. Fruit and vegetable juices are classified in 2032-2038; fruit syrups for flavoring are classified in 2087; and nonalcoholic cider is classified in 2099. Bottling natural spring waters is classified in 5149.

Market Size Statistics

Estimated number of U.S. establishments: 2,230
Number of people employed in this industry: 111,024
Total annual sales in this industry: $48.9 billion
Average number of employees per establishment: 59
Average sales per establishment (unknown values are excluded from the average): $51.2 million


Market Analysis by Specialty (8-digit SIC Code)
SIC Code	SIC Description	No Bus.	% Total	Total Employees	Total Sales	Average Employees	Average Sales
2086-0301	Carbonated beverages, nonalcoholic: packaged in cans, bottles	239	10.7	13,504	$24 billion	62	$176.6 million

Competitive Comparison

The Company competes directly with Drank, Purple Stuff, and Sippin’ Syrup brand beverages. Each of these products has the same target market, but the Company intends to differentiate itself by offering a more herbally effective product with more flavor varieties and stronger cultural identification. More importantly, the Company will provide excellent distributor level support via trained merchandisers and market managers to assist in gaining the niche consumers’ attention immediately for rapid brand awareness that will result in faster product turnover. For more information regarding the Company’s competitive advantages, see Competitive Edge.

² Dun & Bradstreet, Industry Data for SIC 5149-0000; obtained February 2010

DSD has developed a brand that emphasizes a lifestyle beverage connected with the culture of the Deep South, but still has national consumer appeal. Aligning its brand with hip-hop and rap culture and celebrity spokespeople, the Company’s Lean Slow Motion Potion^TM will resonate with consumers as the “gotta-have” relaxation beverage that can ease the mind and body while displaying a level of confident swagger among peers if seen with the beverage in hand. To increase awareness, DSD will create relationships with distributors, supporting these partnerships with various marketing materials that speak directly to the niche market consumers.

With its brand established, the Company will send a clear message about the unique benefits of its flavorful products and how it can help consumers relax effectively and safely. The Company will promote this message using a comprehensive marketing strategy that includes celebrity endorsement to generate attention from its target market. This approach is intended to influence buyers and help the Company achieve the following objectives:

Competitive Edge

DSD sees a unique opportunity in the relaxation beverage market, and intends to capitalize on this by building on the following strengths:

Expert brand management; largest independent relaxation beverage distributor in 2008

Extraordinary sales support and training to help rapidly penetrate key markets

Higher than average profit margins for both distributors and retailers

Proven marketing strategy that creates immediate sale-thru to consumers

Quality product with a variety of flavors demanded by consumers

Formulated by a pharmaceutical scientist with more than 10 years of independent research

Pioneering experience in successfully launching the most popular relaxation beverage in 2008

CEO is a licensed pharmacist and respected community icon, yielding instant comfort and rapport with consumers and distributors.

Well-versed in recognizing distributor expectations for launching new brands

Launched the brand with immediate distribution across six states

Ownership is highly-educated in business, marketing, and leadership

Privately held company with no extensive chain of command

Fast-growing, new-age beverage category

Company culture hinges on honesty and integrity

Maintains an intimate understanding of its niche market

Commitment to building strong alliances with distribution partners

Trademarked brand name Lean has been repeatedly used in popular hip hop music by a number of rap artists throughout the entire United States over the past 10 years or more; this shows that the trademarked name shall already have some limited recognition by our targeted consumers due to this fact.

A significant list of competitors to the Lean Slow Motion relaxation beverage brand along with a description for their products include but is not solely limited to:

Purple Stuff (16 ounce aluminum can) multiple flavors which include Classic Grape, Berry Calming, Classic Lemon-Lime, Green Apple; describes themselves as a Pro-Relaxation beverage manufactured by Funktional Beverages Inc. of Spring, TX

ViB – Vacation In a Bottle (12 ounce aluminum bottle) multiple flavors which include Mango Lime, Pomegranate; describes themselves as “The Happy, Relaxation Drink”, manufactured by Vacation In a Bottle, LLC of Austin, TX.

Malava Novocaine (8 ounce aluminum can) one flavor called Tropical Berry; describes themselves as an all-natural, non-carbonated numbing type of relaxation drink manufactured by Malava Beverages LLC of Newport Beach, CA.

Unwind (12 ounce aluminum slim can) three flavors which include Citrus Orange, Goji Grape and Pom Berry; describes their carbonated product as the “Ultimate Relaxation Aid” that is manufactured by Frontier Beverage Company, Inc. of Memphis, TN.

Blue Cow (10 ounce plastic bottle) has one flavor that is non-flavored water but plans to add 2 new flavors of green tea and Lazy Lemon; the brand touts itself as the “original relaxation drink” that is manufactured by RelaxCo, Inc. of El Sugundo, CA.

Serenity (8.4 ounce aluminum can) has one flavor referred to as a lightly carbonated, nostalgic cream flavor that is manufactured by Apex Beverage, LLC of South Hackensack, NJ.

Drank (16 ounce aluminum can) has one carbonated grape-like flavor that labels itself as the “Extreme Relaxation Beverage” that is manufactured by Innovative Beverage Group Holdings, Inc. of Houston, TX.

Koma Unwind (12 ounce aluminum can) comes in four different flavors three of which are coffee-based flavors of Creamy Classic, Java Black and Moca Tonight and refers to its non-coffee flavor as a “chillaxation drink”; manufactured by BeBevCo, Inc. of Mooresville, NC.

Ex Chillout (8.4 ounce aluminum can) whose relaxation drink is advertised as a natural calming drink with Chamomile, Valerian, Lemon Balm extracts sweetened with Fruit Up that is manufactured by Ex Drinks, LLC of Henderson, NV.

Mellow Day and Mellow Night (16 ounce plastic bottles) comes in a variety of flavors that includes Peach Mango, Pomegranate, Cane Mint Lime, Melon Agave, Coconut Banana, Dragonfruit, Citrus Vanilla, and Honeydew Mint; manufactured by Mellow Beverage Company of Venice, CA.

Marketing Strategy

The Company will use a variety of advertising channels to increase its exposure among prospective customers. The Company believes that a celebrity spokesperson is essential, and the Company intends to seek out popular hip-hop artists to endorse its products. The Company’s current marketing efforts include the following:

Branding:

Point of sale merchandising: Roughly 50% of the Company’s marketing budget will be devoted to posters, pole signs, coolers, racks, and other materials intended to help distributors brand its products in-store through retail merchandising partnerships.

Radio: The Company will use radio ads to target listeners who may be interested in the Company’s products. Radio commercial production can be done cost effectively, and provides flexibility to tailor the message to the right customer segment. The Company will spend 25% of marketing dollars on radio promotions.

Website: Customers can register on the Company’s official interactive website www.SlowMotionPotion.com. This will allow them to become an active member that can interact with other registered members that are a part of the Slow Motion Potion community. The website also allows consumers to listen to and watch Lean-related hip hop music and videos and participate in chat rooms, blogs, and forums regarding a number of topics of interest to our niche market. The website, which accounts for 5% of the Company’s budget, not only serves as a popular form of entertainment, but also has the capability to generate revenue by providing advertising banner space for sale to businesses seeking advertising opportunities for its target consumer. More importantly, the website gives consumers the opportunity to order the beverage and promotional items such as clothing, t-shirts and hats at a nominal fee from anywhere in the U.S. Lastly, the website is a recruiting tool that provides more information about the Company’s brand to both retailers and distributors.

Social networking sites: The Company will set up pages and profiles on social networking sites including Facebook, YouTube, and Twitter, to name a few, on behalf of the Lean brand, with 5% of its budget allotted toward advertising online. Social networking sites are an effective way to benefit from word of mouth on the web, and generate interest for the Company from the general public. The Company may also place advertisements on these sites. Customers can “become a fan” of Lean Slow Motion Potion^TM on Facebook or “follow” the Company’s Twitter feed in order to gain access to special discounts or promotions. Advertising on social networking sites is considered one of the most lucrative ways to generate return on investment (ROI), higher even than other online advertising methods and television. ³

Billboard advertising: The Company will create a variety billboards advertising, inclusive of mobile advertising on sales route vehicles such as adhesive vinyl wraps on cargo vans and trucks, advertising its products and services along busy roads and on highways throughout each distribution territory. These billboards will both help increase brand recognition in the general populace and build the Company’s reputation as a quality provider of safe relaxing beverages. The Company will allow 10% of its budget to accommodate billboard marketing.

Tradeshows and Events: Beverage industry tradeshows are fundamental in notifying potential new distributing partners and retailers, especially retail chain stores, about the brand’s presence. The Company will attend a number of annual tradeshows sponsored by national convenience store associations, international beverage cooperative groups, and localized distributor organizations several times per year as a major recruiting tool. The Company will also participate in local indoor and outdoor events to support local distributors in bringing consumer awareness to the brand. This includes concerts, on-campus collegiate tours, sporting events, fairs and other related local but relevant events. This will cumulatively account for 8% of the budget.

Print media: Print advertisements will be placed in magazines and trade journals geared toward both the Company’s demographic, as well as potential distributors, and will account for 2% of its budget. These advertisements will provide information about the Company, where to shop online, and where to purchase in a store near you. Ads will also list the benefits associated with Lean Slow Motion Potion^TM.

Business-to-Business:

Direct sales: The Company will use direct sales calls, presentations, and appointments with prospective distributors who have existing retail accounts throughout the United States. The Company will leverage current relationships and will also forge new ones by implementing an outside sales force to achieve its overall business objectives.

³ Saleem, Muhammad. Pronet Advertising. “Social Network Ad Spending and Return on Investment.” May 13, 2007. Obtained at: http://tinyurl.com/ywlcn3

List of States Dewmar has/had Distributors

Arkansas (AR)

Florida (FL)

Iowa (IA)

Illinois (IL)

Louisiana (LA)

Massachusetts (MA)

Maryland (MD)

Michigan (MI)

Minnesota (MN)

Missouri (MO)

Mississippi (MS)

North Carolina (NC)

Nebraska (NE)

New York(NY)

Pennsylvania (PA)

South Carolina (SC)

Tennessee (TN)

Texas (TX)

Virginia (VA)

Item 5.01 Changes in Control of Registrant.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to a Board of Directors meeting on Oct. 31, 2011 Marco Moran was appointed as a Director, President, CEO Secretary and Treasurer. Kevin Murphy resigned as President and CEO and Howard Bouch resigned as Secretary and Treasurer with both retaining their seats on the Board.

Marco Moran, CEO, President, Secretary, CFO, Treasurer, Director, Chief Accounting Officer

From 2009 – Present, CEO of Dewmar International, BMC, Inc. Clinton, MS

From May 2008 – July 2009, CEO of Unique Beverage Group, LLC in Raymond, MS.

From March 2007 -- November 2008 Staff Pharmacist; Baptist Health System in Jackson, MS. From August 2006 – March 2007 Staff Pharmacist Accredo Nova Factor in Memphis, TN.

From 2004 – August 2006 Staff Pharmacist, River Region Medical Center in Vicksburg, MS.

As Chief Executive Officer of DSD, Marco Moran is responsible for product oversight, research and development, quality control, strategic planning, and sales and marketing efforts. He also provides leadership to the Company, as well as developing its strategic plan to advance its mission and objectives, and to promote revenue, profitability, and growth. Mr. Moran also oversees Company operations to insure production efficiency, quality, service, and cost-effective management of resources.

In 2008, he began Unique Beverage Group, LLC, where he branded his first beverage and learned how to take a product to market, leading him to develop his current enterprise Dr. Moran was previously a Pharmacist for several years throughout the South. From 2007 to 2008 he served in this role for MS Baptist Health System, preceded by one year with Accredo Nova Factor as its Pharmacist and Project Manager in Memphis. From 2004 to 2006, Dr. Moran was employed in the same capacity for River Region Medical Center in Vicksburg, Mississippi, where he managed Six Sigma project teams to assist administration in meeting annual corporate financial objectives. He also owned the financial services firm Wiser Tax Pros. During his first two years as a business owner he also worked for CVS Pharmacy in Mobile and Tuscaloosa. Dr. Moran began his career as the Director of Pharmacy and Regulatory Affairs for INO Therapeutics, Inc. in Port Allen, Louisiana. He served as a Graduate Assistant and Instructor during his MBA studies, and previously served at the U.S. Naval Hospital in Camp Lejeune, North Carolina as a Medical Services Officer and Pharmacist. Dr. Moran holds graduate degrees in Business Administration and Pharmaceutical Science from the University of Louisiana at Monroe, and was briefly a law student before becoming an entrepreneur. Dr. Moran has completed various training through BevNet since 2009, including branding, packaging, and entrepreneur coursework to enhance his knowledge of the beverage industry.

In addition to Mr. Moran being a pharmacist since 1996, his professional and entrepreneurial experiences have varied tremendously since gaining his first collegiate degree until the completion of his second post-graduate degree.

Immediately upon graduation from pharmacy school, Mr. Moran was enrolled into the United States Navy as a Commissioned Naval Officer within the Medical Service Corp where he first completed Officer Indoctrination School in Newport, Rhode Island. He then worked as a pharmacist at U.S. Naval Hospital Camp Lejeune, NC where he was promoted from the rank of Ensign to Lieutenant Junior Grade. After fulfilling his obligation in serving our country as a military officer, Mr. Moran then enrolled in graduate school at his alma mater in a dual post-graduate Pharmaceutical Sciences and MBA program while working full-time as a pharmacist at a number of retail chain pharmacies such as CVS, Rite Aid and Walgreens. After completion of the two graduate programs, Mr. Moran tried his hand at entrepreneurship where he created his own seasonal chain of sno-ball stands on popular street corners and in at local area malls. During the same time period Mr. Moran then accepted a position as a full-time Director of Pharmacy for a Lousiana-based pharmaceutical manufacturing facility where he worked for a year. He then moved to more challenging and higher paying staff pharmacist positions at hospital settings in the state of Mississippi.

Two years into working as a hospital pharmacist, Mr. Moran took particular interest in a beverage product brand called drank^TM where he secured a deal with the brand owner Innovative Beverage Group, to self-distribute the brand throughout the states of Louisiana, Mississippi, Arkansas and Texas. This led to the creation of the beverage distribution company Unique Beverage Group, LLC.

He then successfully created a distribution and marketing strategy that he successfully implemented to introduce the relatively new relaxation beverage brand to 4 new, large markets. During this time period, Mr. Moran developed a “go-to-market” approach for the relaxation beverage whereas he successfully recruited and trained individuals, wagon-jobbers and small distributors on how to properly introduce this new category of brands to new retail accounts. More importantly, this method was expanded to teach individuals how to introduce the brand to larger distributors who would in turn gain an interest in purchasing larger quantities of beverages for resale.

Six months into Mr. Moran’s efforts in introducing the relaxation beverage to new markets, he decided to discontinue his job as a hospital pharmacist in Mississippi and decided to travel full-time throughout 4 Southern states recruiting and training new beverage distributors to become sub-distributors of the relaxation beverage drank^TMwithin his rapidly going Unique Beverage Group network. Even more, Mr. Moran began expanding his working knowledge of the beverage industry by attending national trade shows as well as educational beverage industry workshops and conferences. After getting a better understanding of the entire industry as a whole, and after having contract issues with Innovative Beverage Group, Mr. Moran decided to create his own separate beverage industry brand management company and beverage.

The company was called Dewmar International Brand Management Company, Inc. and the relaxation beverage brand is called Lean Slow Motion Potion. Mr. Moran decided then to dissolve Unique Beverage Group and transfer all attention and efforts to promoting and distributing the new Lean brand of relaxation beverages. Mr. Moran sought professional, business and legal counsel to set up the appropriate entity and to help train him in becoming a more knowledgeable, successful CEO. Moreover, Mr. Moran further continued to educate himself on all aspects of business via Fred Pryor learning seminars as well as continued beverage industry workshops and educational programs as it pertained to branding, building strong teams, recruiting distributors and all aspects of the industry that is mandatory for success. He then recruited a small number of key personnel to help run the office and to generate revenues for the company in the form of beverage sales. Mr. Moran took on the role of overseeing the sales division, marketing division and public relations to name a few.

The current status of UBG, LLC is that it is a Louisiana LLC whose filings is a number of years past due because Mr. Moran no longer intends to work under the auspices of that entity.

RELATED PARTY TRANSACTIONS

Item 9.01 Exhibits


No.		Exhibits
3.		Exchange Agreement *

10.1		Marketing Agreements

10.2		Distribution Agreements

*Previously filed in 8K filed Nov. 1, 2011

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated Jan. 20, 2012

CONVENIENTCAST, INC.

By: /s/ Marco Moran

Marco Moran, President and

Chief Executive Officer

EXHIBIT INDEX


No.		Exhibits
3.		Exchange Agreement *

10.1		Marketing Agreements

10.2		Distribution Agreements

*Previously filed in 8K filed Nov. 1, 2011

Dewmar International BMC, Inc. - FORM 8-K/A - February 14, 2012

Dewmar International BMC, Inc. Reports