UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





FORM 10-Q





þ
            
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the quarterly period ended:September 30,
2009


o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the transition period from:to





Commission
File No.: : 000-28865





GLOBAL BEVERAGES,
INC.


(Exact
name of registrant as specific in its charter)


Nevada
            
            88-0373061(State
      or Other Jurisdiction of Incorporation
              or
      Organization)
            
            (I.R.S.
      Employer Identification No.)





700
YARRAMAN ROAD, WYBONG


UPPER
HUNTER VALLEY


NEW SOUTH
WALES, AUSTRALIA 2333





(Address
of Principal Executive Offices)





(+61) 2
6547-8118





(Registrant's
Telephone Number, Including Area Code)


Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


o Yes   x No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “small
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):





Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o (Do
      not check if a smaller reporting company)
            
            Smaller
      reporting company þ





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yes o No þ








As of May
26, 2010, there were 89,969,180 shares of the registrant’s common stock
outstanding.





1


GLOBAL
BEVERAGES, INC.


REPORT
ON FORM 10-Q


FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009






Contents




PART I – FINANCIAL INFORMATION
            4Item 1. Financial Statements.
            4Item 2. Management’s Discussion and Analysis of
      Financial Condition and Results of Operation.
            12Item 3. Quantitative and Qualitative Disclosures About
      Market Risk
            13Item 4T. Controls and Procedures.
            13PART II – OTHER INFORMATION
            16Item 1. Legal Proceedings
            16Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            16Item 3. Defaults Upon Senior Securities
            16Item 5. Other Information
            16Item 6. Exhibits
            16




2




FORWARD-LOOKING
STATEMENTS




Some of
the statements in this Quarterly Report on Form 10-Q are forward-looking
statements.  These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance, or achievements expressed or implied
by forward-looking statements.




In some
cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative
of these terms or other comparable terminology.  You should read
statements that contain these words carefully, because they discuss our
expectations about our future operating results or our future financial
condition or state other “forward-looking” information.  There may be
events in the future that we are not able to accurately predict or
control.  You should be aware that the occurrence of any of the events
described in this Quarterly Report could substantially harm our business,
results of operations and financial condition, and that upon the occurrence of
any of these events, the trading price of our securities could decline and you
could lose all or part of your investment.  Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, growth rates, levels of activity, performance
or achievements.  We are under no duty to update any of the
forward-looking statements after the date of this Quarterly Report to conform
these statements to actual results.




Although
we believe that the expectations reflected in these forward-looking statements
are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements. These factors include among others:




·
            The
      risks associated with the production and sale of
  wines;





·
            Our
      ability to raise capital to fund capital
  expenditures;





·
            Grape
      and other fruit price volatility;





·
            Our
      ability to find and retain skilled
personnel;





·
            Regulatory
      developments; and





·
            General
      economic conditions.





On
December 17, 2009, we changed our corporate name from Yarraman Winery, Inc. to
Global Beverages, Inc.  All references in this Form 10-K to the
“Company,” “Global Beverages,” “Yarraman,” “we,” “us” or “our” are to Global
Beverages, Inc. and its subsidiary, Yarraman Estate Pty
Limited.  Except as otherwise noted, all references to “$” shall mean
United States dollars.




3




PART I


FINANCIAL
INFORMATION




Item 1 – Financial Statements




GLOBAL BEVERAGES, INC. AND
      SUBSIDIARIESCONSOLIDATED BALANCE
      SHEETS
  ASSETSSeptember
      30,
                          
                          
                          June
      30,2009
                          
                          
                          2009Current
      AssetsAccounts
      receivable, net
                          
                          $
                          2,025,903
                          
                          
                          $
                          760,313Inventory
                          
                          
                          4,574,235
                          
                          
                          
                          3,362,528Other
      receivables - related party
                          
                          
                          1,191,957
                          
                          
                          
                          -Other
      assets
                          
                          
                          1,285,781
                          
                          
                          
                          190,961Total
      Current Assets
                          
                          
                          9,077,874
                          
                          
                          
                          4,313,802Property,
      plant and equipment, net
                          
                          
                          3,802,283
                          
                          
                          
                          3,528,013Other
      AssetsIntangible
      assets, net
                          
                          
                          39,221,177
                          
                          
                          
                          19,459,248Goodwill
                          
                          
                          5,249,203
                          
                          
                          
                          -Deposit
                          
                          
                          522,892
                          
                          
                          
                          -$
                          57,873,429
                          
                          
                          $
                          27,301,063LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable and accrued expenses
                          
                          $
                          3,259,076
                          
                          
                          $
                          1,929,055Line
      of credit
                          
                          
                          649,303
                          
                          
                          
                          -Loan
      payable
                          
                          
                          18,246
                          
                          
                          
                          13,095Cash
      deficit
                          
                          
                          65,237
                          
                          
                          
                          38,816Capital
      leases, current portion
                          
                          
                          30,759
                          
                          
                          
                          42,539Deferred
      revenue
                          
                          
                          25,972
                          
                          
                          
                          -Due
      to related party
                          
                          
                          5,842,790
                          
                          
                          
                          3,396,616Total
      Current Liabilities
                          
                          
                          9,891,383
                          
                          
                          
                          5,420,122Long
      Term Liabilities:Long-term
      debt
                          
                          
                          5,204,852
                          
                          
                          
                          4,627,379Total
      Long Term Liabilities
                          
                          
                          5,204,852
                          
                          
                          
                          4,627,379Total
      Liabilities
                          
                          
                          15,096,235
                          
                          
                          
                          10,047,501Stockholder's
      EquityPreferred
      stock, Series A, $.001 par value, 386,100 shares
authorized386,100
      shares issued and outstanding
                          
                          
                          386
                          
                          
                          
                          -Preferred
      stock, Series B, $.001 par value, 55,000 shares authorized55,000
      shares issued and outstanding
                          
                          
                          55
                          
                          
                          
                          55Common
      stock, $.001  par value, 90,000,000 shares
      authorized88,497,213
      and 39,390,476 shares issued and outstanding respectively
                          
                          
                          88,497
                          
                          
                          
                          39,390Additional
      paid in capital
                          
                          
                          57,429,324
                          
                          
                          
                          30,851,807Subscription
      receivable
                          
                          
                          (60,500
                          )
                          
                          
                          (66,000
                          )Shares
      to be issued
                          
                          
                          10,455
                          
                          
                          
                          -Other
      comprehensive income
                          
                          
                          (830,413
                          )
                          
                          
                          (456,752
                          )Accumulated
      deficit
                          
                          
                          (13,860,610
                          )
                          
                          
                          (13,114,938
                          )Total
      Stockholder's Equity
                          
                          
                          42,777,194
                          
                          
                          
                          17,253,562$
                          57,873,429
                          
                          
                          $
                          27,301,063




4




GLOBAL
      BEVERAGES, INC. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONS
  For
      the Three Months EndedSeptember
      30,2009
                
                
                2008Sales,
      net
                
                $
                3,169,320
                
                
                $
                609,146Cost
      of sales
                
                
                2,644,078
                
                
                
                442,684Gross
      profit (loss)
                
                
                525,242
                
                
                
                166,462Selling,
      general and administrative expenses
                
                
                452,139
                
                
                
                352,447Total
      operating expenses
                
                
                452,139
                
                
                
                352,447Income
      (Loss) from operations
                
                
                73,103
                
                
                
                (185,985
                )Other
      (Income) ExpenseInterest
      income
                
                
                -
                
                
                
                (2,795
                )Interest
      expense
                
                
                205,210
                
                
                
                164,489Bad
      debt
                
                
                38,571
                
                
                
                -Acquisition
      costs
                
                
                63,986
                
                
                
                -Other
      (income) expenses net
                
                
                (2,898
                )
                
                
                (5,125
                )Amortization
      of intangible
                
                
                562,608
                
                
                
                -Gain
      on sale of fixed asset
                
                
                -
                
                
                
                (1,321
                )Transaction
      gain (loss) on foreign currency
                
                
                (48,703
                )
                
                
                50Total
      Other (Income) Expense
                
                
                818,775
                
                
                
                155,298Income
      (loss) before income taxes
                
                
                (745,672
                )
                
                
                (341,283
                )Provision
      for income taxes
                
                
                -
                
                
                
                -Net
      income (loss)
                
                
                (745,672
                )
                
                
                (341,283
                )Other
      comprehensive income (loss)Foreign
      currency translation
                
                
                (543,185
                )
                
                
                (32,344
                )Comprehensive
      income (loss)
                
                $
                (1,288,857
                )
                
                $
                (373,627
                )Net
      loss per share:Basic
      & diluted
                
                $
                (0.0084
                )
                
                $
                (0.0090
                )Weighted
      average number of shares outstanding:Basic
      & diluted
                
                
                88,497,213
                
                
                
                38,000,000


Weighted
average of dilutive securities has not been calculated since the effect of
dilutive securities is anti-dilutive
 
 The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.


5
 
  GLOBAL
      BEVERAGES, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
      FLOWS
  For the Three Months
      EndedSeptember
      30,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet Loss
                    
                    $
                    (745,672
                    )
                    
                    $
                    (341,283
                    )Adjustments to reconcile net loss
      to net cashused in operating
      activities:Bad debt
                    
                    
                    38,571
                    
                    
                    
                    -Depreciation and
      amortization
                    
                    
                    593,655
                    
                    
                    
                    73,780Salary forgiven for stock
      payment
                    
                    
                    5,500
                    
                    
                    
                    5,500(Increase) / decrease in
      assets:Accounts
      receivables
                    
                    
                    (684,671
                    )
                    
                    
                    (2,879
                    )Inventory
                    
                    
                    (285,791
                    )
                    
                    
                    111,654Other
      receivables
                    
                    
                    (205,229
                    )
                    
                    
                    23,887Deposits and prepaid
      expenses
                    
                    
                    25,026Other
    assets
                    
                    
                    (3,579
                    )
                    
                    
                    52,405Increase in
      liabilities:Accounts payable and accrued
      expenses
                    
                    
                    964,814
                    
                    
                    
                    (218,313
                    )Income tax
      payable
                    
                    
                    38,900
                    
                    
                    
                    -Deferred
      revenue
                    
                    
                    11,508
                    
                    
                    
                    -Total
      Adjustments
                    
                    
                    498,703
                    
                    
                    
                    46,034Net cash used in
      operations
                    
                    
                    (246,968
                    )
                    
                    
                    (295,249
                    )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition of subsidiaries, net
      of cash acquired
                    
                    
                    147,380Acquisition of property and
      equipment
                    
                    
                    -
                    
                    
                    
                    (22,468
                    )Acquisition of
      intangible
                    
                    
                    -
                    
                    
                    
                    (321
                    )Net
      cash provided by (used in) investing activities
                    
                    
                    147,380
                    
                    
                    
                    (22,789
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from long-term
      debt
                    
                    
                    61,948
                    
                    
                    
                    -Proceeds from loan
      payable
                    
                    
                    125,000Procceds (payment) from line of
      credit
                    
                    
                    107,831Cash deficit
      financing
                    
                    
                    26,425
                    
                    
                    
                    (908
                    )Capital lease
      payments
                    
                    
                    (14,666
                    )
                    
                    
                    (32,285
                    )Receivable from related
      party
                    
                    
                    (50,875
                    )
                    
                    
                    -Payable to related
      party
                    
                    
                    (118,988
                    )Loans payable - related
      party
                    
                    
                    81,427
                    
                    
                    
                    351,929Net
      cash provided by (used in) financing activities
                    
                    
                    218,102
                    
                    
                    
                    318,736Effect
      of exchange rate changes on cash and cash equivalents
                    
                    
                    (118,513
                    )
                    
                    
                    (698
                    )Net
      decrease in cash and cash equivalents
                    
                    
                    -
                    
                    
                    
                    -Cash
      and cash equivalents, beginning balance
                    
                    
                    -
                    
                    
                    
                    -Cash
      and cash equivalents, ending balance
                    
                    $
                    -
                    
                    
                    $
                    -SUPPLEMENTAL
      DISCLOSURES:Cash paid
    for:Income tax
      payments
                    
                    $
                    -
                    
                    
                    $
                    -Interest
      payments
                    
                    $
                    155,787
                    
                    
                    $
                    128,984
 The
accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
 6




Global
Beverages, Inc.


Notes
to Condensed Consolidated Financial Statements


September
30, 2009





NOTE 1 -
NATURE OF OPERATIONS
AND BASIS OF PRESENTATION




Our
Condensed Consolidated Balance Sheet as of September 30, 2009, the
Condensed Consolidated Statements of Income and Comprehensive Income for the
three months ended September 30, 2009 and 2008, and the Condensed Consolidated
Statements of Cash Flows for the three months ended September 30, 2009 and 2008
have not been audited. These statements have been prepared on a basis that is
substantially consistent with the accounting principles applied in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2009. In our opinion,
these financial statements include all normal and recurring adjustments
necessary for a fair presentation. The results for the three months are not
necessarily indicative of the results expected for the full year.




Our
significant interim accounting policies include the addition of overhead costs
to our work in process inventory and the recognition of income taxes using an
estimated annual effective tax rate.  In addition the income and
expenses from acquisitions are included from the date of acquisition
forward.




The
following information is unaudited. All per share amounts assume dilution unless
otherwise noted, and are based on unrounded amounts. Certain reclassifications
were made to prior year amounts to conform to the 2009 presentation. This report
should be read in conjunction with our Annual Report on Form 10-K for the fiscal
year ended June 30, 2009.




The
following is a list of our subsidiaries:




Yarraman
Estate, Pty., Ltd., Australia




Global
Beverages Hong Kong, Ltd., Hong Kong




Asia
Distributions Solutions Limited, Cayman Islands,  and it’s
subsidiaries:




·
            Vitality
      Development holdings Limited – British Virgin
  Islands




·
            Vitality
      Tianjin Beverage Co Ltd – Peoples Republic of
  China




·
            Highland
      Mist Holdings Ltd – British Virgin
Islands




·
            Tropical
      Splendor International Ltd – British Virgin
  Islands




·
            Chendu
      Gao Li Yuan – Peoples Republic of
China




·
            TBC
      Shanghai Ltd – Peoples Republic of
China




·
            Global
      Beverages Asia Limited - Hong Kong




·
            Global
      Beverages China Co Ltd – Peoples Republic of
  China




·
            Shanghai
      Runke Trading Co Ltd – Peoples Republic of
China




·
            Panda
      Express China Limited – British Virgin
Islands




·
            Panda
      Express International Co Pte Ltd -
Singapore




7




During
the fiscal first quarter of 2010, the Company adopted The FASB Accounting Standards
Codification (ASC or Codification) and the Hierarchy of Generally Accepted
Accounting Principles (GAAP) which establishes the Codification as the
sole source for authoritative U.S. GAAP and will supersede all accounting
standards in U.S. GAAP, aside from those issued by the SEC.  The
adoption of the Codification did not have an impact on the Company’s results of
operations, cash flows or financial position.  Since the adoption of
the Accounting Standards Codification (ASC) the Company’s notes to the
consolidated financial statements will no longer make reference to Statement of
Financial Accounting Standards (SFAS) or other U.S. GAAP
pronouncements.




The
Company also adopted, in accordance with U.S. GAAP, the standards on business
combinations and noncontrolling interests in Consolidated Financial
Statements.  These statements aim to improve, simplify, and converge
internationally, the accounting for business combinations and the reporting of
noncontrolling interests in consolidated financial statements.  These
statements have a significant impact on the manner in which the Company accounts
for acquisitions beginning in the fiscal year 2010.  Significant
changes include the capitalization of in process research and development,
expensing of acquisition related restructuring actions and transaction related
costs and the recognition of contingent purchase price consideration at fair
value at the acquisition date.  In addition, changes in accounting for
deferred tax asset valuation allowances and acquired income tax uncertainties
after the measurement period will be recognized in earnings rather than as an
adjustment to the cost of acquisition.  This accounting treatment for
taxes is applicable to acquisitions that occurred prior and subsequent to the
adoption of the standard.  Operating profit attributable to
noncontrolling interests are reported in Other (Income)Expense, net and the
related tax impact to the Provision for Income Taxes.  Additionally,
equity attributable to noncontrolling interests is recorded in Other Non-Current
Liabilities.  The adoption of these standards did not have a material
impact on the Company’s results of operations, cash flows or financial
position.




Note 2 –
INCOME TAXES




The
worldwide effective income tax rates for the three months ended September 30,
2009 and 2008 were 0% and 0%, respectively.  The effective rate was
primarily due to net operating losses during this period of time.




Note 3 -
INVENTORIES




September
      30,
              
              
              June
      30,2009
              
              
              2009Work
      in progress
              
              $
              950,205
              
              
              $
              354,350Bulk
      wine and cider
              
              
              2,261,229
              
              
              
              2,249,660Finished
      goods
              
              
              1,229,749
              
              
              
              635,814Winemaking
      and packaging materials
              
              
              133,052
              
              
              
              122,703Total
              
              $
              4,574,235
              
              
              $
              3,362,527




Note 4 –
INTANGIBLE ASSETS AND GOODWILL




Intangible
assets that have finite useful lives are amortized over their estimated useful
lives.  The latest impairment assessment of goodwill and indefinite
lived intangible assets was completed in the fiscal fourth quarter of
2009.  Future impairment tests for goodwill and indefinite lived
intangible assets will be performed annually in the fiscal fourth quarter of
each year, or sooner, if warranted.




8




September
      30,
              
              
              June
      30,2009
              
              
              2009Non
      amortizable intangibles
              
              $
              10,605,301
              
              
              $
              10,384,848Amortizable
      intangibles
              
              
              29,178,484
              
              
              
              9,074,400Accumulated
      amortization
              
              
              (562,608
              )
              
              
              -Net
      amortizable intangibles
              
              
              28,615,876
              
              
              
              9,074,400Total
      intangibles
              
              $
              39,221,177
              
              
              $
              19,459,248Goodwill
              
              $
              5,249,203
              
              
              $
              -




Note 5 –
BUSINESS SEGMENTS





The Company had two principal
operating segments during the quarter ended September 30, 2009 which were:
winery and distribution.  These operating segments were determined
based on the nature of the products offered.  Operating segments are
defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision-maker in deciding how to allocate resources and in assessing
performance.  The Company's chief executive officer and chief
financial officer have been identified as the chief operating decision
makers.  The Company’s chief operating decision makers direct the
allocation of resources to operating segments based on the profitability, cash
flows, and other measurement factors of each respective segment.





The Company evaluates performance
based on several factors, of which the primary financial measure is business
segment income before taxes.  The segments’ accounting policies are
the same as those described in the summary of significant accounting
policies.  The following table shows the operations of the Company's
reportable segments:




9


September
      30, 2009Revenues
      from unaffiliated customers:Winery
              
              
              $
              535,484Distribution
              
              
              
              2,633,836Consolidated
              
              
              $
              3,169,320Operating
      income (loss):Winery
              
              
              $
              (132,688
              )Distribution
              
              
              
              249,633Corporation
      (1)
              
              
              
              (43,842
              )Consolidated
              
              
              $
              73,103Net
      income (loss) before taxes:Winery
              
              
              $
              (347,927
              )Distribution
              
              
              
              276,483Corporation
      (1)
              
              
              
              (674,228
              )Consolidated
              
              
              $
              (745,672
              )Net
      income (loss) :Winery
              
              
              $
              (347,927
              )Distribution
              
              
              
              276,483Corporation
      (1)
              
              
              
              (674,228
              )Consolidated
              
              
              $
              (745,672
              )Identifiable
      assets:Winery
              
              
              $
              9,135,283Distribution
              
              
              
              10,051,909Corporation
      (1)
              
              
              
              38,686,237Consolidated
              
              
              $
              57,873,429Depreciation
      and amortization:Winery
              
              
              $
              30,277Distribution
              
              
              
              770Corporation
      (1)
              
              
              
              562,608Consolidated
              
              
              $
              593,655Capital
      expenditures:Winery
              
              
              $
              -Distribution
              
              
              
              -Corporation
      (1)
              
              
              
              -Consolidated
              
              
              $
              -





(1)     Unallocated
loss from Operating income (loss) and Net income (loss) before taxes are
primarily related to general corporate expenses.





(2)     Total
identifiable assets are the owned or allocated assets used by each
business.  Corporate assets consist of cash and cash equivalents,
unallocated fixed assets of support divisions and common facilities, and certain
other assets.





(3)    Capital
expenditures and depreciation and amortization expense include items
attributable to the unallocated fixed assets of support divisions and common
facilities.





Also,
because all of the Company’s sales are derived from the sales of products
outside of the United States, all long-lived assets are located outside the
United States.




10




Note 6 –
EARNINGS PER SHARE





Earnings
per share are calculated in accordance with ASC 260.  Net loss per
share for all periods presented has been stated to reflect the adoption of ASC
260. Basic net loss per share is computed by dividing loss available to common
shareholders by the weighted average number of common shares outstanding during
the period. Diluted net loss per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period. For
the three months ended September 30, 2009 and 2008 the Company’s common stock
equivalents have not been included for earning per share calculations as they
are anti-dilutive.




Note 7 –
BUSINESS COMBINATIONS




During
the fiscal first quarter of 2010, the Company acquired Asia Distributions
Solutions Limited, a Cayman Islands limited company which was publicly traded in
the United Kingdom, with operations in China with specific focus in the beverage
industry, for a purchase price of $26,637,465.  The purchase price for
the acquisition was allocated primarily to intangible assets (distribution
system, client lists, brand names), goodwill and net tangible
assets.





11




Item 2.  Management’s Discussion and Analysis of Financial
Condition and Results of Operation.




Results of
Operations





The
following table sets forth, for the periods indicated, certain operating
information expressed as a percentage of revenue. All amounts in the following
presentation are in U.S. Dollars unless otherwise indicated.





Three
      Months Ended Months Ended September 30,2009
              
              
              
              
              
              2008Sales,
      net
              
              $
              3,169,320
              
              
              
              100
              %
              
              $
              609,146
              
              
              
              100
              %Cost
      of sales
              
              $
              2,644,078
              
              
              
              83
              %
              
              $
              442,684
              
              
              
              73
              %Gross
      profit (loss)
              
              $
              525,242
              
              
              
              17
              %
              
              $
              166,462
              
              
              
              27
              %Selling,
      general and administrative expenses
              
              $
              452,139
              
              
              
              14
              %
              
              $
              352,447
              
              
              
              58
              %Other
      (Income) Expense
              
              $
              818,775
              
              
              
              26
              %
              
              $
              155,298
              
              
              
              25
              %Loss
      before income taxes
              
              $
              (745,672
              )
              
              
              -24
              %
              
              $
              (341,283
              )
              
              
              -56
              %Provision
      for income taxes
              
              $
              -
              
              
              
              0
              %
              
              $
              -
              
              
              
              0
              %Net
      loss
              
              $
              (745,672
              )
              
              
              -24
              %
              
              $
              (341,283
              )
              
              
              -56
              %




Three
Months Ended September 30, 2009 Compared to Three Months Ended September 30,
2008




Revenue.
Revenue was $3,169,320 in the three months ended September 30, 2009 compared to
$609,146 in the three months ended September 30, 2008. The increase in revenues
of $2,560,174 or approximately 81%, was primarily related to the inclusion of
revenue generated by the business units acquired in the Asia Distribution
Solutions Limited transaction.





Cost of
sales. Cost of revenue was $2,644,078 in the three months ended September
30, 2009 compared to $442,684 in the three months ended September 30, 2008, an
increase of $2,201,394 from the three months ended September 30,
2008.  The change was primarily attributable to the inclusion of the
business units acquired in the Asia Distribution Solutions Limited transaction.
As a percentage of revenue, cost of revenue was 83% in the three months ended
September 30, 2009 compared to 73% in the three months ended September 30,
2008.




Gross Profit
(Loss). Gross profit was $525,242 in the three months ended September 30,
2009 compared to $166,462 in the three months ended September 30, 2008. As a
percentage of revenues, gross profit was 17% in the three months ended
September 30, 2009 and 27% in the three months ended September 30,
2008.  The lower gross profit was primarily caused by the predominance
of beer and lower priced wine sales in the China operations.





Sales, General
and Administrative Expenses. Sales, general and administrative expenses
were $452,139 in the three months ended September 30, 2009 compared to $352,447
in the three months ended September 30, 2008. This is an increase of $99,692 or
approximately 28%, from the 2008 period to the 2009 period and is primarily
attributable to the inclusion of the business units acquired in the Asia
Distribution Solutions Limited transaction.




12




As a
percentage of revenues, sales, general and administrative expenses decreased to
approximately 14% in the three months ended September 30, 2009 from 58% in the
three months ended September 30, 2008. The acquisition of Asia Distribution
Solutions Limited added significant revenue with comparatively low additional
sales, general and administration costs.





Other Income
(Expense). Other expense was $818,775 in the three months ended September
30, 2009 compared to $155,298 in the three months ended September 30, 2008. The
increase in other expense of $663,477 was primarily due to amortization of
intangible assets acquired, and increased interest expense.




Net Income
(Loss). Our net loss was $745,672 in the three months ended September 30,
2009 compared to a net loss of $341,283 in the three months ended September 30,
2008. This increase in loss was primarily attributable to an increase in our
other expenses as outlined above.





Liquidity
and Capital Resources




As of
September 30, 2009, we had $0 of cash and cash equivalents and negative working
capital of ($813,509) as compared to $0 and ($1,106,320), respectively, at
September 30, 2008.





During
the three months ended September 30, 2009 and 2008, net cash used in operating
activities was $(246,968) and $(295,249), respectively. Net cash provided by
investing activities totaled $147,380 for the three months ended September 30,
2009, compared with net cash used in investing activities of $22,789 for the
same period ended September 30, 2008. Net cash provided by financing activities
totaled $218,102 for the three months ended September 30, 2009, compared to
$318,736 for the same period ended September 30, 2008.  The net change
in our cash balance was $0 and $0 for the periods ended September 30, 2009 and
2008, respectively.





Our lack
of liquidity could result in an interruption of our business and has led our
auditors to express doubt about our ability to continue as a going concern in
their report on our financial statements for the year ended June 30,
2009.  Our ability to fund our operations is dependent at the present
time on collections of our accounts receivable. We have experienced difficulties
in the recent past with collecting on our receivables. The failure of our
customers to timely pay accounts receivable could force us to curtail our
operations.





Item 3.  Quantitative and Qualitative
Disclosures About Market Risk







We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.






Item 4T.         
Disclosure Controls
and Procedures







Evaluation
of Disclosure Controls and Procedures.





We
maintain "disclosure controls and procedures" as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934.  In designing and
evaluating our disclosure controls and procedures, our management recognized
that disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of disclosure controls and procedures are
met.  Additionally, in designing disclosure controls and procedures,
our management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible disclosure controls and
procedures.  The design of any disclosure controls and procedures is
also based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions.





13




Our
management, including our Chief Executive Officer and our Chief Financial
Officer, have evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report.  Based
on such evaluation, and as discussed in greater detail below, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end
of the period covered by this report, our disclosure controls and procedures
were not effective:





·
            to
      give reasonable assurance that the information required to be disclosed by
      us in reports that we file under the Securities Exchange Act of 1934 is
      recorded, processed, summarized and reported within the time periods
      specified in the Securities and Exchange Commission's rules and forms,
      and





·
            to
      ensure that information required to be disclosed in the reports that we
      file or submit under the Securities Exchange Act of 1934 is accumulated
      and communicated to our management, including our CEO and our Treasurer,
      to allow timely decisions regarding required
  disclosure.





Management's
Report on Internal Control Over Financial Reporting.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934.  Our internal control system was designed to
provide reasonable assurance to our management and the Board of Directors
regarding the preparation and fair presentation of published financial
statements.  Our internal control over financial reporting includes
those policies and procedures that:





·
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets,





·
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorization of management and directors,
      and





·
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on our financial
statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate.





Our
management assessed the effectiveness of our internal control over financial
reporting as of September 30, 2009.  In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework.   Based on the assessment using those criteria, our
management concluded that the internal control over financial reporting was not
effective at September 30, 2009.





14




`While we
have designed a system of internal controls to supplement our existing controls
during our implementation of Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX
404"), which has not been fully implemented, we have been unable to complete
testing of these controls and accordingly lack the documented evidence that we
believe is necessary to support an assessment that our internal control over
financial reporting is effective.  Without such testing, we cannot
conclude that there are any significant deficiencies or material weaknesses, nor
can we appropriately remediate any such deficiencies that might have been
detected. In addition, identified internal control weaknesses as of our fiscal
years ended June 30, 2009 and 2008 related to Inventory, Notes Payable, Journal
Entries and Period Closings have been rectified by management. We have
implemented correct procedures to adequately maintain and reconcile inventory
and related reserves, reconcile notes payable, maintain a list of period closing
tools to insure closing procedures are handled properly.




Due to
the nature of these material weaknesses in our internal control over financial
reporting, there is more than a remote likelihood that misstatements which could
be material to our annual or interim financial statements could occur that would
not be prevented or detected.





This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Our management's report was not subject to attestation by
our registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management's
report in this report.





Changes
in Internal Control over Financial Reporting.





There
have been no changes in our internal control over financial reporting, other
than as mentioned above, during our first fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





15




PART II


OTHER
INFORMATION





Item 1. Legal Proceedings




None.





Item 1A.
Risk Factors




We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.





Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds




On July
1, 2009, we completed the previously announced acquisition of Asia Distribution
Solutions Limited ("ADSL").  In connection with the acquisition, we
issued or reserved for issuance an aggregate of 63,422,525 shares of our Common
Stock and 381,600 shares of our Series A Convertible Preferred Stock for
the shareholders of ADSL.  Each share of Series A Preferred Stock
is convertible into 100 shares of our common stock.  The shares were
issued in a transaction exempt from registration under the Securities Act of
1933 pursuant to Regulation S.




Item 3. Defaults Upon Senior Securities




None.




Item 5. Other Information




None.





Item 6. Exhibits




Exhibits:





31.1+
            Chief
      Executive Officer's Certificate, pursuant to Section 302
  of


the
      Sarbanes-Oxley Act of 2002.





31.2+
            Chief
      Financial Officer's Certificate, pursuant to Section 302
  of


the
      Sarbanes-Oxley Act of 2002.





32.1+
            Chief
      Executive Officer's Certificate, pursuant to 18 U.S.C.
    Section


1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act


of
      2002.





32.2+
            Chief
      Financial Officer's Certificate, pursuant to 18 U.S.C.
    Section


1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act


of
      2002.


________________


+ Filed
Herewith





16




SIGNATURES





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 thereunto
duly authorized.


GLOBAL BEVERAGES, INC.Date:
      May 27, 2010
            By:
            /s/
      Ian LongIan
      Long, PresidentDate:
      May 27, 2010
            By:
            /s/
      Lawrence LichterLawrence
      Lichter, Chief Financial Officer




17