In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes.

Transcription

1 DISCLOSURE FOR QUARTER ENDED MAY 31, ) Name of the issuer and its predecessors (if any) South Beach Spirits, Inc. (the "Company") was incorporated in the state of Nevada on August 10, 2012 under the name "CME Realty, In." and its year-end is February 28. On July 10, 2015, the Company approved, authorized and adopted an amendment to the Company's Articles of Incorporation to change its name from "CME Realty, Inc." to "South Beach Spirits, Inc." The name change was effective on September 9, In answering this item, please also provide any names used by predecessor entities in the past five years and the dates of the name changes. 2) Address of the issuer s principal executive offices Company Headquarters 1411 Sawgrass Parkway, Suite B Suite B Address 3: Sunrise, FL mustin@southbeach-spirits.com Website(s): IR Contact Address 3: Website(s): 3) Security Information Trading Symbol: SBES Exact title and class of securities outstanding: Common Stock CUSIP: 83645W106 Par or Stated Value: $0.001 Total shares authorized: 1,000,000,000 as of: May 31, 2017 Total shares outstanding: 606,099,580 as of: May 31, 2017 Additional class of securities (if necessary): Trading Symbol: Exact title and class of securities outstanding: CUSIP: Par or Stated Value: Total shares authorized: Total shares outstanding: as of: as of: OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 1 of 7

2 Transfer Agent Name: Securities Transfer Corporation 2901 Dallas Parkway Suite 380 Address 3: Plano, TX Jason Freeman Is the Transfer Agent registered under the Exchange Act?* Yes: X No: *To be included in the OTC Pink Current Information tier, the transfer agent must be registered under the Exchange Act. List any restrictions on the transfer of security: Describe any trading suspension orders issued by the SEC in the past 12 months. List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: 4) Issuance History List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate: On March 17, 2015, the Company implemented a five-for-one split of our common stock in the form of a stock dividend to shareholders on record at the close of business on March 9, On September 18, 2015, the company issued 1,400,000 "restricted" shares of common stock valued at $447,860 to Victor Harvey Sr. pursuant to the August 25, 2015 Asset Purchase Agreement. On September 30, 2015, the company issued 28,000 shares of treasury stock to a former officer in exchange for $15,000 in On October 1, 2015, the former officer returned 25,000,000 shares of "restricted" common stock held by him to the Company's treasury shares and sold 25,000,000 shares of "restricted" common stock held by him to Vincent Prince, resulting in an additional "change in control" having taken place. Immediately, 108,000 treasury shares were returned to him pursuant to his separation agreement. On October 1, 2015, the company issued 160,000 shares of treasury stock to a former officer in exchange for $86,637 in On October 1, 2015, the company issued 70,400 shares of treasury stock to a non-related party in exchange for $36,606 in On October 1, 2015, the company issued 181,818 shares of treasury stock to a non-related party in exchange for $30,000 in On March 31, 2016 the company issued 25,000,000 restricted shares of treasury stock for Management. OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 2 of 7

3 On April 1, 2016 the company issued 2,300,000 shares of treasury stock to non-related party who converted $10,580 of On April 8, 2016 the company issued 3,709,000 shares of treasury stock to non-related party who converted $6,899 of On April 15, 2016 the company issued 3,894,663 shares of treasury stock to non-related party who converted $4,674 of On April 21, 2016 the company issued 4,089,000 shares of treasury stock to non-related party who converted $2,862 of On May 5, 2016 the company issued 6,578,947 shares of treasury stock to non-related party who converted $12,500 of On May 24, 2016 the company issued 4,292,929 shares of treasury stock to non-related party who converted $ of On May 31, 2016 the company issued 9,194,673 shares of treasury stock to non-related party who converted $14,711 of On March 22, 2017, restricted stock was issued to two officers of the company totaling 500,000,000 shares. As of May 31, 2017, there was an error recording a prior stock transaction on management stock of 108,000 shares. This is now corrected, but the stock was issued as agreed. As of May 31, 2017, there was an error recording a stock transaction from March 22, 2016, where the company issued 92,150 shares to Almori Advisors for $0.02 per share for a total of $1, The stock was issued as agreed. The Company is authorized to issue an aggregate of 1,000,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At May 31, 2017, 606,099,580 common shares are issued and outstanding, respectively. As of May 31, 2017, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company. 5) Financial Statements Financial Statements are posted in a separate report of the same date as the disclosure and included here by reference to SOUTH BEACH SPIRITS, INC. FOR THE PERIOD ENDED MAY 31, ) Describe the Issuer s Business, Products and Services Describe the issuer s business so a potential investor can clearly understand the company. In answering this item, please include the following: A description of the issuer s business operations South Beach Spirits, Inc. (the "Company") was incorporated in the state of Nevada on August 10, 2012 under the name "CME Realty, Inc." and its year-end is February 28. The Company's initial plan of operations was to engage in providing real estate services for the Las Vegas residential market. The Company was unable to implement this plan of operations for a number of reasons, including without limitation, the inability to raise sufficient capital. OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 3 of 7

4 In light of the foregoing, on February 13, 2015, Carlos Espinosa, the principal shareholder and sole director and executive officer of the Company, sold 50,000,000 shares of the Company's common stock held by him (the "CME Shares") to Kenneth McLeod for $252,000. The CME Shares represented 74.13% of the Company's issued and outstanding common stock. Contemporaneously therewith, Mr. Espinosa resigned as an officer of the Company and appointed Mr. McLeod as a director, President and Secretary-Treasurer of the Company. Subsequently, Mr. Espinosa resigned as a director of the Company. As a result of the foregoing, a "change in control" of the Company was deemed to have taken place. On March 17, 2015, the Company implemented a five-for-one split of our common stock in the form of a stock dividend to shareholders on record at the close of business on March 9, In connection therewith, shareholders as of that date received four additional shares of the Company's common stock for each share held by them as of the record date. Unless otherwise indicated, all share numbers and per-share numbers in this report have been retroactively adjusted to give effect to the March 2015 stock split. On April 22, 2015, the Company entered into a letter of intent to acquire all of the capital stock of Rock N' Roll Imports, Inc., a California corporation ("RNR") engaged in alcoholic beverage development, marketing and distribution in exchange for (a) the issuance of 50,000,000 shares of the Company's common stock and (b) the contemporaneous contribution to the Company's capital of the CME Shares held by Mr. McLeod. On August 6, 2015, the Company terminated the letter of intent with RNR as a result of the inability to agree upon the terms of definitive transaction documentation. On July 10, 2015, the Company approved, authorized and adopted an amendment to the Company's Articles of Incorporation to change its name from "CME Realty, Inc." to "South Beach Spirits, Inc." The name change was effective on September 9, On August 6, 2015 the Company entered into a letter of intent to acquire the worldwide intellectual property and related assets of V Georgio Vodka, an ultra-premium brand of traditional and flavored vodkas from Victor G. Harvey, Sr., the brand's founder, in exchange for 1,400,000 "restricted" shares of the Company's common stock and $1,000,000 in cash, payable over a scheduled payment period. In connection with the proposed transaction, 25,000,000 "restricted" shares of common stock were to be returned by the Company's principal shareholder for cancellation. Following completion of the transaction, the Company intends to relaunch, market, and distribute V Georgio Vodka through, V Georgio, Inc., a newly formed, wholly-owned subsidiary of the Company and to focus on other opportunities in the alcoholic beverage industry. At November 30, 2015, the Company had received a loan of $27,729, which includes an OID of $2,500 which was expensed in the period ending November 30, 2015, expense reimbursement of $1,875, and interest of $229. On October 29, 2015, the Company approved entering into a 10% Convertible Promissory Note with Typenex Co- Investment, LLC, up to $170,000 in three tranches, which includes a 10% OID and reimbursement of expenses incurred for due diligence and legal fees related to the transaction. The conversion price per share shall be $0.40. If Market Cap falls below $10 million, the conversion price shall equal to the lower of $0.40 and the market price as of date of conversion. As of November 30, 2015, the Company had received a loan of $55,458 which includes an OID of $5,000 which was expensed in the period ending November 30, 2015, expense reimbursement of $3,750, and interest of $458. As of December 3, 2015, the Company had received a loan of $33,000 as a 12% Convertible Promissory Note with Ticino Capital, to be paid in full one year from the date of the note or one month after the company is first piggy back qualified quoted on the OTC. A. Date and State (or Jurisdiction) of Incorporation: Incorporated in the State of Nevada on August 10, 2012 B. the issuer s primary and secondary SIC Codes; 5182 Wine & Distilled Alcoholic Beverages 2085 Distilled and Blended Liquors OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 4 of 7

5 C. the issuer s fiscal year end date; February 28 D. principal products or services, and their markets; Distilled Alcoholic Beverages 7) Describe the Issuer s Facilities The company s facilities consiste of office space rented at 1411 Sawgrass Parkway, Suite B, Sunrise, Florida ) Officers, Directors, and Control Persons A. Directors and Officers Martin Ustin is Chief Executive Officer and a Director, and owns 45.37% of outstanding stock. Vincent Prince is Chief Financial Officer and a Director, and owns 45.37% of outstanding stock. The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders. B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. C. Beneficial Shareholders. Provide a list of the name, address and shareholdings or the percentage of shares owned by all persons beneficially owning more than ten percent (10%) of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 5 of 7

6 Martin Ustin is Chief Executive Officer and a Director, and owns 45.37% of outstanding stock. Vincent Prince is Chief Financial Officer and a Director, and owns 45.37% of outstanding stock. 9) Third Party Providers Please provide the name, address, telephone number, and address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure: Legal Counsel Name: Dale Bergman Firm: Gutierrez Bergman Boulris, PLLC 100 Almeria Avenue Suite 340 Address 3: Coral Gables, FL dale.bergman@gbbpl.com Accountant or Auditor Name: Firm: Investor Relations Consultant Name: Firm: Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement. Name: Firm: OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 6 of 7

7 10) Issuer Certification The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles, but having the same responsibilities). The certifications shall follow the format below: I, Vincent Prince certify that: 1. I have reviewed this Quarterly Report for the period ending May 31, 2017 of South Beach Spirits, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date: July 13, 2017 By: /s/ Vincent Prince Vincent Prince Chief Financial Officer (Principal Financial and Accounting Officer) OTC Pink Basic Disclosure Guidelines (v1.1 April 25, 2013) Page 7 of 7