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[investwise4858]

Rig/Dream et al re: 8 K filed XSBV-GBVS merger.. would appreciate your take on filing... please forgive if this has been previously discussed ...

Re:

Letter of Intent between Global Beverage Solutions, Inc.

and XStream Beverage Network, Inc.


Dear Mr. Farnsworth:

This letter confirms our conversations between you as President of XSTREAM BEVERAGE NETWORK, INC., a Nevada corporation (“XTRM”) and me as President of GLOBAL BEVERAGE SOLUTIONS, INC., a Nevada corporation (“GBVS”), and sets forth the principal terms and conditions upon which GBVS and XTRM propose to enter into a merger agreement whereby XTRM’s wholly-owned subsidiary, XSTREAM BEVERAGE NETWORK OF MARYLAND, INC., a Florida corporation (“XBNM”), will merge with a subsidiary of GBVS. As a result of the merger, XBNM will be the surviving corporation and a wholly-owned subsidiary of GBVS. The merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. The proposed transaction is subject to the parties entering into a definitive Agreement and Plan of Merger (“Merger Agreement”) in form and substance satisfactory to each party and their counsel.

The proposed merger consideration below was determined based upon information concerning the business of XBNM as of November 30, 2006 furnished to GBVS by XTRM. In reliance upon the accuracy of that information, GBVS proposes to enter into the Merger Agreement upon the following principal terms and conditions which shall be reflected in the Merger Agreement to be executed by the parties on or before December 31, 2006:
1.

Merger Consideration.

Subject to the terms and conditions provided herein and in the Merger Agreement, the consideration to be received by XTRM for the merger of all of the shares of XBNM with the subsidiary of GBVS shall include the following:

--------------------------------------------------------------------------------
a.

The delivery of a certain number of shares of GBVS’s common stock to XTRM at the effective date of the merger (“Closing Date”) based on a market value on the Closing Date equal to a minimum of $30,250,000; and
b.

The delivery of a Two Million Dollars ($2,000,000) Promissory Note, of which $800,000 is payable to XTRM at Closing and the remainder to be paid to XTRM in minimum installments of $25,000 per month. In the event GBVS raises any equity capital while the promissory note is still outstanding, GBVS will pay down the promissory note in an amount equal to 35% of the net proceeds received in the equity raise.
2.

Other Agreements .

The parties agree that certain additional agreements will be negotiated and entered into at Closing, including, but not limited to, employment, consulting and other agreements as may reasonably be required to consummate this transaction. . . .

link to filing :

http://www.pinksheets.com/quote/news.jsp?url=fis_story.asp%3Ftextpath%3D%5C2006%5C12%5C21%5CEDGARNew...