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festis

01/17/07 12:24 AM

#134 RE: skitters #133

January 8 SEC filing - essentially no real deadline

Item 1.01

Other Events

On December 15, 2006, XStream Beverage Network, Inc. (the “Company”) signed a Letter of Intent to sell its distribution subsidiary, XStream Beverage Network of Maryland, Inc., to Global Beverage Solutions, Inc. (“Global Beverage”). The transaction will be structured as a merger of XStream Beverage Network of Maryland, Inc. into a wholly-owned subsidiary of Global Beverage. The transaction is subject to the parties executing a definitive Agreement and Plan of Merger (“Definitive Agreement”) in form and substance satisfactory to each party and their counsel by December 31, 2006.

On December 29, 2006, the Company and Global Beverage executed an amendment to the Letter of Intent. The amendment extended the execution date of the Definitive Agreement to on or before January 6, 2007, or such later date as the parties may mutually agree upon. The amendment also extended the closing date of the transaction to on or before January 22, 2007, or such later date as the parties may mutually agree upon.

On January 5, 2007, the Company and Global Beverage executed an amendment to the Letter of Intent. The amendment extended the execution date of the Definitive Agreement to (i) on or before January 12, 2007, or (ii) if the parties are diligently working towards finalizing the Definitive Agreement, on the date the Definitive Agreement is executed. The amendment also extended the closing date of the transaction to (i) on or before January 22, 2007, or (ii) if the parties are diligently working towards closing of the Definitive Agreement, on the date the Merger Agreement is consummated.

A copy of the Letter of Intent is attached hereto as Exhibit 2.1 and is incorporated herein. A copy of each amendment to the Letter of Intent is attached hereto as Exhibits 2.2 and 2.3 and are incorporated herein. A copy of the Press Release, issued on December 18, 2006, announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein.