PE pennies

[sweetpepperjam]

BNZA - .90 x 1.25 Shell - Possible 150-1 F/S

1,370,000 shares of common stock issued and outstanding
All directors and officers as a group (1 person) 860,000 62.77%

1.25 500    OBB 09:35:30  
   1.25 500    OBB 09:34:38  
   1.10 2500    OBB 12/29  
   1.10 2500    OBB 12/29  
   1.10 2500    OBB 12/29  
   1.05 2500    OBB 12/29  
   1.01 2500    OBB 12/29  
   1.00 2500    OBB 12/29  
   0.98 5000    OBB 12/29

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Acquisitions

On December 14, 2010, we completed the acquisition (the “Acquisition”) of the Assets.

Cold Gin Corporation acquired the Arizona Assets from the Seller for a note in the amount of One Million Dollars ($1,000,000) and Five Thousand (500,000) shares of the common stock of Cold Gin. The note is payable as follows: Two Hundred Thousand Dollars ($200,000) within three months of the closing of the acquisition, Two Hundred Thousand Dollars ($200,000) within six months of the closing of the acquisition, Two Hundred Thousand Dollars ($200,000) within nine months of the closing of the acquisition, Two Hundred Thousand Dollars ($200,000) within twelve months of the closing of the acquisition and Two Hundred Thousand Dollars ($200,000) within fifteen months of the closing of the acquisition. The total purchase price was financed by a loan from Cold Gin’s Chief Executive Officer and Director to Cold Gin. If at any time within the first five years of the closing of the acquisition, the mining operations at the assets acquired result in the discovery of either One Million (1,000,000) ounces of gold or Ten Million (10,000,000) ounces of silver then Cold Gin agreed to issue to Seller an additional One Million Five Hundred Thousand (1,500,000) shares of its common stock, such number to be a post forward split number. The Seller also was granted an option to appoint an individual to serve on Cold Gin’s advisory board for a maximum of three years, the compensation for such services to be the issuance of One Hundred Thousand shares of Cold Gin common stock for each year of service.

Cold Gin Corporation acquired the Mexico Assets from the Seller for Cold Gin. Cold Gin issued to the Seller Five Thousand (5,000) shares of its common stock on the closing date and agreed to issue an additional Seven Hundred Fifty Thousand (750,000) shares of its common stock on each of the three, nine and fifteen month anniversaries of the closing of the acquisition, such amounts to be reduced by a number equal to the result derived by dividing the number of shares to be issued by one hundred and fifty if a one hundred and fifty to one forward split has not occurred at the time of each issuance. If at any time within the first five years of the closing of the acquisition, the mining operations at the assets acquired result in the discovery of either One Million (1,000,000) ounces of gold or Ten Million (10,000,000) ounces of silver then Cold Gin agreed to issue to Seller an additional Five Million Five Hundred Thousand (5,500,000) shares of its common stock, such number to be a post reincorporation merger number. Cold Gin agreed to retain the services of a prospector or engineer selected by Seller and approved by Cold Gin to be paid compensation of Ten Thousand Dollars ($10,000) per month. Cold Gin also agreed to provide a work commitment in the amount of Eight Hundred Fifty Thousand Dollars ($850,000) to be paid over a two year period commencing on the closing of the acquisition.

The above descriptions of the Purchase Agreements, are qualified in their entirety by the terms of the agreements attached to this Current Report on Form 8-K as exhibits 10.1, 10.2, 10.3, 10.4, 10.5, respectively and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

In connection with the acquisitions, Cold Gin Corporation received a loan from Lynn Harrison, its Chief Executive Officer and sole director in the amount of as evidenced by electronic bank transfer. The loan bears interest at a fixed rate of 2% and matures 2014.

The above description of the Loan Agreement is qualified in its entirety by the terms of the agreements attached to this Current Report on Form 8-K as exhibits 10.6 and incorporated herein by reference.