0001185185-13-002055.txt : 20130916 0001185185-13-002055.hdr.sgml : 20130916 20130913173642 ACCESSION NUMBER: 0001185185-13-002055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130916 DATE AS OF CHANGE: 20130913 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DRINKS AMERICAS HOLDINGS, LTD CENTRAL INDEX KEY: 0000873540 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 870438825 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59701 FILM NUMBER: 131097161 BUSINESS ADDRESS: STREET 1: 424R MAIN STREET CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 2037627000 MAIL ADDRESS: STREET 1: 424R MAIN STREET CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: GOURMET GROUP INC DATE OF NAME CHANGE: 20001019 FORMER COMPANY: FORMER CONFORMED NAME: SEAIR GROUP INC DATE OF NAME CHANGE: 19980529 FORMER COMPANY: FORMER CONFORMED NAME: VICUNA INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IBC FUNDS LLC CENTRAL INDEX KEY: 0001568262 IRS NUMBER: 455351131 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5348 VEGAS DR CITY: LAS VEGAS STATE: NV ZIP: 89108 BUSINESS PHONE: 3059362000 MAIL ADDRESS: STREET 1: 5348 VEGAS DR CITY: LAS VEGAS STATE: NV ZIP: 89108 SC 13G 1 dkam-sc13g_ibcfund091213.htm dkam-sc13g_ibcfund091213.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
 
Drinks Americas Holdings, LTD
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
26205U309
(CUSIP Number)
 
September 13, 2013
(Date of Event Which Requires Filing of the Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
¨
Rule 13d-1(b)
  
 
x
 Rule 13d-1(c)  
 
¨
Rule 13d-1(d)
  
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,  see  the  Notes ).
 
 
 
 
 
CUSIP NO. 26205U309
13G
Page 2 of 7 Pages

 
1.
 
NAME OF REPORTING PERSONS
 
IBC Funds LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 
(see instructions)
(a)     ¨
(b)     ¨
 
 
3.
 
SEC USE ONLY
 
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Nevada
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
 (1)
 
6.
 
SHARED VOTING POWER
 
 (1)
 
7.
 
SOLE DISPOSITIVE POWER
 
 (1)
 
8.
 
 
SHARED DISPOSITIVE POWER
 
 (1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                           x (1)
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
 
12.
 
 
TYPE OF REPORTING PERSON (See Instructions)
 
CO
(1)  
Bryan Collins and Samuel Oshana are Managing Members of IBC Funds LLC (“IBC”) and may be deemed to hold shared voting and dispositive power over shares held by IBC.  On July 26, 2013 and September 13, 2013, the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida, entered Orders Granting Approval of Settlement Agreement approving a Settlement Agreement and the Amended and Restated Settlement Agreement (the “Settlement Agreement”) between the Issuer and IBC whereby the Issuer, in lieu of cash payment, agreed to issue, in one or more tranches, that number of shares of Common Stock equal to $327,131.65 upon conversion into Common Stock at a conversion rate equal to 35% of the lowest traded price of the Common Stock during the twenty four months prior to the date the conversion is requested by IBC.  However, pursuant to the Settlement Agreement, the Issuer may not issue shares of Common Stock that would result in more than an aggregate 9.99% beneficial ownership of the Issuer’s issued and outstanding Common Stock by IBC and its affiliates. 
 
 
 
 
 
CUSIP NO. 26205U309
13G
Page 3 of 7 Pages
 

 
1.
 
NAME OF REPORTING PERSONS
 
Bryan Collins
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions)
(a)     ¨
(b)     ¨
 
 
3.
 
SEC USE ONLY
 
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
 (1)
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
 
SHARED DISPOSITIVE POWER
 
 (1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                           x (1)
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
 
12.
 
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
(1)  
Bryan Collins is a Managing Member of IBC Funds LLC (“IBC”) and may be deemed to hold shared voting and dispositive power over shares held by IBC.  On July 26, 2013 and September 13, 2013, the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida, entered Orders Granting Approval of Settlement Agreement approving a Settlement Agreement and the Amended and Restated Settlement Agreement (the “Settlement Agreement”) between the Issuer and IBC whereby the Issuer, in lieu of cash payment, agreed to issue, in one or more tranches, that number of shares of Common Stock equal to $327,131.65 upon conversion into Common Stock at a conversion rate equal to 35% of the lowest traded price of the Common Stock during the twenty four months prior to the date the conversion is requested by IBC.  However, pursuant to the Settlement Agreement, the Issuer may not issue shares of Common Stock that would result in more than an aggregate 9.99% beneficial ownership of the Issuer’s issued and outstanding Common Stock by IBC and its affiliates. 
 
 
 
 
 
CUSIP NO. 26205U309
13G
Page 4 of 7 Pages
 

 
1.
 
NAME OF REPORTING PERSONS
 
Samuel Oshana
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions)
(a)     ¨
(b)     ¨
 
 
3.
 
SEC USE ONLY
 
 
4.
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
 
0
 
6.
 
SHARED VOTING POWER
 
 (1)
 
7.
 
SOLE DISPOSITIVE POWER
 
0
 
8.
 
 
SHARED DISPOSITIVE POWER
 
 (1)
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 (1)
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                                           x  (1)
 
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (1)
 
12.
 
 
TYPE OF REPORTING PERSON (See Instructions)
 
IN
(1)  
Samuel Oshana is a Managing Member of IBC Funds LLC (“IBC”) and may be deemed to hold shared voting and dispositive power over shares held by IBC.  On July 26, 2013 and September 13, 2013, the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida, entered Orders Granting Approval of Settlement Agreement approving a Settlement Agreement and the Amended and Restated Settlement Agreement (the “Settlement Agreement”) between the Issuer and IBC whereby the Issuer, in lieu of cash payment, agreed to issue, in one or more tranches, that number of shares of Common Stock equal to $327,131.65 upon conversion into Common Stock at a conversion rate equal to 35% of the lowest traded price of the Common Stock during the twenty four months prior to the date the conversion is requested by IBC.  However, pursuant to the Settlement Agreement, the Issuer may not issue shares of Common Stock that would result in more than an aggregate 9.99% beneficial ownership of the Issuer’s issued and outstanding Common Stock by IBC and its affiliates. 
 
 
 
 
 
CUSIP NO. 26205U309
13G
Page 5 of 7 Pages
 
 
 
Item 1(a).
Name of Issuer:
 
 Drinks Americas Holdings, Ltd.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 4101 Whiteside Street, Los Angeles, CA 90063
   
Item 2(a).
Name of Person Filing:
 
This statement is filed by: (i) IBC Funds LLC; (ii) Bryan Collins; and (iii) Samuel Oshana with respect to shares beneficially owned by IBC Funds LLC.
 
IBC Funds LLC, Bryan Collins and Samuel Oshana have entered into an Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
   
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
1170 Kane Concourse, Suite 404
Bay Harbour, Florida 33154
   
Item 2(c).
Citizenship:
 
IBC Funds LLC is a Nevada limited liability corporation.  Mr. Collins is a United States citizen.  Mr. Oshana is a United States citizen.
   
Item 2(d).
Title of Class of Securities:
 
COMMON STOCK
   
Item 2(e).
CUSIP Number:
 
26205U309
   
Item 3.
Type of Person:
 
Not applicable
   
 
 
 
 
 
CUSIP NO. 26205U309
13G
Page 6 of 7 Pages
 
 
Item 4.                      Ownership:
 
Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:
   
 (1)
     
 
(b)
Percent of Class:
   
 9.99% (1)
     
 
(c)
Number of shares as to which such person has:
     
     
   
(i)
sole power to vote or to direct the vote:
     
(1)
       
   
(ii)
shared power to vote or to direct the vote:
     
(1)
       
   
(iii)
sole power to dispose or to direct the disposition of:
     
(1)
       
   
(iv)
shared power to dispose or to direct the disposition of:
     
 (1)
(1)  
Bryan Collins and Samuel Oshana are Managing Members of IBC Funds LLC (“IBC”) and may be deemed to hold shared voting and dispositive power over shares held by IBC.  On July 26, 2013 and September 13, 2013, the Circuit Court in the 12th Judicial Circuit in and for Sarasota County, Florida, entered Orders Granting Approval of Settlement Agreement approving a Settlement Agreement and the Amended and Restated Settlement Agreement (the “Settlement Agreement”) between the Issuer and IBC whereby the Issuer, in lieu of cash payment, agreed to issue, in one or more tranches, that number of shares of Common Stock equal to $327,131.65 upon conversion into Common Stock at a conversion rate equal to 35% of the lowest traded price of the Common Stock during the twenty four months prior to the date the conversion is requested by IBC.  However, pursuant to the Settlement Agreement, the Issuer may not issue shares of Common Stock that would result in more than an aggregate 9.99% beneficial ownership of the Issuer’s issued and outstanding Common Stock by IBC and its affiliates.

Item 5.
Ownership of Five Percent or Less of a Class:
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
 
 
NOT APPLICABLE
 
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
 
NOT APPLICABLE
 
Item 8.
Identification and Classification of Members of the Group:
 
 
NOT APPLICABLE
 
 
Item 9.
Notice of Dissolution of Group:
 
 
NOT APPLICABLE
 
 
Item 10.
Certifications:
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 

CUSIP NO. 26205U309
13G
Page 7 of 7 Pages
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

     
   
IBC Funds LLC
Date: September 13, 2013
By: 
/s/ Bryan Collins
   
Bryan Collins

Date: September 13, 2013
By: 
/s/ Bryan Collins
   
Bryan Collins
     
Date: September 13, 2013
By: 
/s/ Samuel Oshana
   
Samuel Oshana
     


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
 EX-99.1 2 ex99-1.htm ex99-1.htm
Exhibit 99.1
JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
     
   
IBC Funds LLC
Date: September 13, 2013
By: 
/s/ Bryan Collins
   
Bryan Collins

Date: September 13, 2013
By: 
/s/ Bryan Collins
   
Bryan Collins
     
Date: September 13, 2013
By: 
/s/ Samuel Oshana
   
Samuel Oshana