-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IGcuJwS0wGzAnLlGCwomydRqwlTWmvU/ruibu6o/0G3HVJrjjLffFio6omAJFflx QWUBtXaEI2Jx2rrw9xydEw== 0001478446-11-000002.txt : 20110104 0001478446-11-000002.hdr.sgml : 20110104 20110104111905 ACCESSION NUMBER: 0001478446-11-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110104 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20110104 DATE AS OF CHANGE: 20110104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Giddy-up Productions, Inc. CENTRAL INDEX KEY: 0001420526 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 260853182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53812 FILM NUMBER: 11503843 BUSINESS ADDRESS: STREET 1: 409-903 19TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2T 0H8 BUSINESS PHONE: 403-399-6402 MAIL ADDRESS: STREET 1: 409-903 19TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2T 0H8 8-K 1 brandedbeverages8k.htm FORM 8-K Filed by Abe Filing Services Inc. (604) 357-3379 - www.abefiling.com - Branded Beverages: 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  November 30, 2010

 

BRANDED BEVERAGES, INC.

 

[FORMERLY GIDDY-UP PRODUCTIONS, INC.]

 

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53812

 

20-0853182

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

409-903 19th Avenue SW

Calgary, Alberta

Canada

 

T2T OH8

Address of principal offices

 

Zip Code

 

Registrant’s telephone number including area code:   403-399-6402

 

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:

 

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )

 

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

                

    ;          

The following current report under Section 13 or 15(d) of the Securities Exchange Act of 1934 is filed pursuant to

Rule 13a-ll or Rule 15d-11:



Item 2.01  Completion of Acquisition or Disposition of Assets


On December 15, 2010, the Company completed its Merger with Branded Beverages, Inc., and instituted a forward-split of its Common Stock on the basis of twenty-one new Shares of Common Stock for each one Share of Common Stock issued and outstanding on December 15, 2010.  As a result of this Merger, the name of the Registrant was changed to Branded Beverages, Inc.   On December 20, 2010, the parties entered into a Rescission of the Agreement and Plan of Merg er due to the inability of the parties to obtain required financial statements in a timely manner.



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


On November 30, 2010, the Board of Directors appointed Edward Litwak as President of the Company, replacing Zoltan Nagy, who remains as a Director of the Company.  Mr. Litwak was also appointed as a Director of the Company to serve until the next Annual Meeting of Shareholders.   On December 20, 2010, in accordance with the Rescission Agreement, Mr. Litwak resigned as an Officer and Director of the Company, and Mr. Nagy was re-appointed as President of the Company.



Item 8.01   Other Events

 

Exhibit Index

 

2.1     Rescission of Agreement and Plan of Merger

 

 

  

                

             

SIGNATURES

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

 

  

BRANDED BEVERAGES, INC.

  

  

Date:  January 4, 2011 

By: /s/ Zoltan Nagy

 

Zoltan Nagy

  

President

 

 

 

                

             

EX-2.1 2 exhibit21.htm EXHIBIT 2.1 Filed by Abe Filing Services Inc. (604) 357-3379 - www.abefiling.com - Branded Beverages: EX-2.1

RESCISSION OF

AGREEMENT AND PLAN OF MERGER



     THIS RECISSION dated as of DECEMBER 20, 2010, is made and entered into by an between Giddy-Up Productions, Inc. (“Giddy-Up”), a Nevada Corporation, and Branded Beverages, Inc., a Nevada Corporation (“Branded Beverages”), which corporations are sometimes referred to herein as the “Constituent Corporations” to resend the AGREEMENT AND PLAN OF MERGER (the “Agreement”) entered into by and between the Constituent Corporations on November 15, 2010.


WITNESSETH:


     WHEREAS, Giddy-Up Productions, Inc. is a corporation organized and existing under the laws of the State of Nevada, with an authorized capital of 100,000,000 Shares of Common Stock ($.0001 par value), and no Shares of Preferred Stock; and


     WHEREAS, Branded Beverages, Inc. is a corporation organized and existing under the laws of the State of Nevada, with an authorized capital of  1,500 Shares of Common Stock (no par value) and no Shares of Preferred Stock, and


     WHEREAS, the respective Boards of Directors of the Constituent Corporations have determined that it is in the best interests of the Constitue nt Corporations that they unwind the Agreement; and


     WHEREAS, the respective Boards of Directors and shareholders of the Constituent Corporations have ratified and approved this Rescission of Agreement and Plan of Merger.


     WHEREAS, the parties intend by this Agreement to effect a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended.


     NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that Branded Beverages and Giddy-Up rescind the Agreement upon the terms and conditions set forth.

 

 

 

1

                

             

ARTICLE I:  RESCISSION


1.1

RESCISSION.  As of today’s date the Constituent Co rporations hereby agree to rescind the Agreement and return any and all assets, including but not limited to securities, to the issuing party as soon as practicable.  

1.2

RESIGNATION AND APPOINTMENT.  To the extent that either party accepted officer and/or director positions on or within the other party’s board of directors or management they shall immediately resign and appoint an individual as directed by the respective party.

1.3

NAME CHANGE.  As soon as practicable the corporation formally known as Giddy-up which changed its name to Branded Beverages pursuant to the Agreement.  Shall chan ge its name to another name.

1.4

FILINGS.  It is hereby agreed that each party shall cooperate with counsel to file any and all appropriate documents with all government agencies including, but not limited to, State of Nevada, FINRA and the Securities and Exchange Commission.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective Presidents and Secretaries, all as of the day and year first above written.


BRANDED BEVERAGES, INC.


By: ____________________________ ______

      President


Attest: ________________________________
           Secretary


GIDDY-UP PRODUCTIONS, INC.
 

By:___________________________________

     President

 

Attest: ________________________________

          Secretary

 

 

 

2

                

             

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