SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-KSB
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: September 23, 1997
All American Food Group, Inc.
Exact name of registrant as specified in its charter
New Jersey 22-3259558
State or other jurisdiction of I.R.S. Employer
incorporation or organization ID No.
104 New Era Drive, South Plainfield, New Jersey 07080
(Address of principal executive offices)
Registrant's telephone number, including area code: (908) 757-3022
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective as of September 23, 1997, pursuant to an Agreement and Plan of
Merger, dated September 19, 1997 (the "Agreement and Plan of Merger"), by and
among All American Food Group, Inc. (the "Registrant"), St. Pete Bagels
Acquisition Corp, a wholly owned subsidiary of the Registrant ("Subsidiary"),
Sam & Son, Inc. ("Sam & Son"), Bagel Man, Inc. ("Bagel Man") and St. Pete Bagel
Co., Inc. ("St. Pete"; St. Pete, Sam & Son and Bagel Man are herein collectively
referred to as "St. Pete's Bagels") the Registrant acquired St. Pete's Bagels
through the merger of St. Pete's Bagels with and into Subsidiary in exchange
for $200,000 and 479,800 shares of the Registrant's common stock.
The 479,800 shares of common stock represents approximately 8.9% of the
outstanding common stock of the Registrant. In addition, the Registrant issued
50,000 shares of common stock as a finder's fee in connection with the
transaction.
St. Pete's Bagels is a six-store bagel chain in St. Petersburg, Florida
which has been in business since 1987 and was Tampa Bay's first bagel chain. In
addition to their stores, it operates a 6,000 square foot bagel production
facility in the St. Petersburg area.
The description contained herein of the above merger is qualified in its
entirety by reference to the Agreement and Plan of Merger filed as an exhibit
hereto.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
The financial information described below which is required by Item 7
of Form 8-K is not yet available. The Registrant anticipates that it will file
the required financial information as soon as possible, but no later than 60
days from the date this report must be filed.
o Report of John Ralph & Associates, PA;
o Balance Sheets of St. Pete's Bagels as of September 22, 1997 and
October 31, 1996;
o Statement of Operations of St. Pete's Bagels for the period November
1, 1996 through September 22, 1997 and for the year ended October
31, 1996;
o Statement of Cash Flows of St. Pete's Bagels for the period November
1, 1996 through September 22, 1997 and for the year ended October
31, 1996.
(b) Pro Forma Financial Information
o Proforma Balance Sheet at July 31, 1997;
o Proforma Statement of Operations for the nine months ended July 31,
1997.
(c) Exhibits
The following Exhibit is filed with this Form 8-K:
2.1 Agreement and Plan of Merger, dated September 19, 1997, between
All American Food Group, Inc,. St. Pete Bagels Acquisition Corp., Sam & Son,
Inc., Bagel Man, Inc. and St. Pete Bagel Co., Inc. (Registrant hereby agrees to
furnish supplementally to the Securities and Exchange Commission upon request a
copy of any omitted schedule or exhibit, all of which are listed in Section 4 or
Section 7 of the Agreement, respectively.)
ALL AMERICAN FOOD GROUP, INC.
By: /s/ Andrew Thorburn
Andrew Thorburn
Chairman and Chief Executive Officer
Dated: October 8, 1997