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Proc-Type: 2001,MIC-CLEAR
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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 Registrants 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))
 
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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
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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. |
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Date: January 4, 2011 | By: /s/ Zoltan Nagy |
| Zoltan Nagy |
| President |
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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.
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ARTICLE I: RESCISSION
1.1
RESCISSION. As of todays 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 partys 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
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