- Current report filing (8-K)
December 15 2009 - 1:49PM
Edgar (US Regulatory)
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): December 8,
2009
Blue
Gem Enterprise
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Nevada
|
333-153441
|
20-8043372
|
(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
|
(COMMISSION
FILE NO.)
|
(IRS
EMPLOYEE
IDENTIFICATION
NO.)
|
4770
Biscayne Blvd, Suite 1460
Miami,
Florida 33137
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(ISSUER
TELEPHONE NUMBER)
(FORMER
NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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 (
see
General Instruction A.2. below):
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))
Item 1.01 Entry into a Material
Definitive Agreement.
On
December 8, we announced the signing of a letter of intent with Title Beverage
Distribution, Inc. to enter into a merger agreement. Pursuant to the
terms and conditions of the acquisition, Title Beverage Distribution will merge
into Blue Gem Enterprise which will be the surviving company following the
merger.
Title
Beverage Distribution, Inc. is the exclusive distributor of Title Sports
Drink. Title Sports Drink is a revolutionary new sports drink which
has more electrolytes than leading sports drinks, and is all natural, giving it
a very unique selling proposition. Title Sports Drink is a highly advertised new
drink owned by The Electric Beverage Company. Inc, and its commercials feature
Ronnie Brown and Vontae Davis, two of South Florida's most high profile
athletes. Terrell Owens also is an official endorser of Title, as is Heavyweight
Champion Boxer Cedric Boswell. Title is sponsoring some of south Florida's most
exciting concerts this year, including Clear Channel's Jingle Ball on December
12th, which will feature performances by Shakira, Adam Lambert, Jordin Sparks,
and Flo Rida. Title Beverage Distribution operates out of Medley, Fl and
Jacksonville, Fl and is currently selling Title and distributing it in the
Southern Florida area servicing more than 1500 independent stores in South
Florida.
Item
7.01 Regulation FD Disclosure.
On
December 8, 2009, we issued a press release entitled, "Blue Gem Enterprise
Acquires Title Beverage Distribution, Inc." The press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information disclosed
in Item 7.01 of, and Exhibit 99.1 attached hereto, this Current Report on Form
8-K shall not be deemed "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing.
Item
9.01. Financial Statements and Exhibits.
(a)
|
Financial
statements of business acquired:
|
|
None
|
(b)
|
Pro
Forma Financial Information
|
|
None
|
(c)
|
Shell
company transactions.
None
|
(d)
|
Exhibits.
|
|
Exhibit
#
|
Description
|
|
10.1
|
Letter
of Intent with Title Beverage Distribution, Inc.
|
|
99.1
|
Press
Release dated December 8, 2009 titled Blue Gem Enterprise Acquires Title
Beverage Distribution, Inc.
|
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.
Blue
Gem Enterprise
|
|
By:
|
/s/
Allan Sepe
|
|
Allan
Sepe
Blue
Gem Enterprise
President
|
Dated:
December 15, 2009
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