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 6, 2007
FIRST GROWTH INVESTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
333-83125 87-0569467
(Commission File Number) (IRS Employer Identification No.)
2508 SO. 1300 E.
SALT LAKE CITY, UTAH 84106
(Address of Principal Executive Offices) (Zip Code)
(801) 466-7808
(Registrant's Telephone Number, Including Zip Code)
NOT APPLICABLE
(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:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication 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 November 6, 2007, First Growth Investors, Inc., a Nevada corporation
(the "Company"), entered into a Stock Purchase Agreement (the "Stock
Purchase Agreement"), with Halter Financial Investments, L.P., a Texas
limited partnership ("Purchaser"), pursuant to which the Company agreed
to sell Purchaser 14,000,000 unregistered shares of the Company's common
stock for $425,000. The Stock Purchase Agreement requires, as a
condition to closing, the election and appointment of the person or
persons designated by Purchaser as the new officers and director or
directors of the Company;
The Stock Purchase Agreement also requires the Company's Board of
Directors to declare and pay a special cash dividend of $0.21 per share
to the current shareholders of the Company and that the Purchaser will
not participate in such dividend. The proposed dividend will be payable
to shareholders of record at the close of business on November 25, 2007,
with a payment date on November 19, 2007, which is subsequent to the
date the required payment from Purchaser under the Stock Purchase
Agreement has been received. The dividend will be payable to the
Company's current shareholders who hold 2,000,000 shares of its common
stock which will result in a total dividend distribution of $420,000.
The Stock Purchase Agreement contains covenants that require
Purchaser, in its capacity as controlling shareholder of the Company
following closing, to agree that it will not approve any additional
reverse stock splits without the prior consent of a majority of the
members of the Company's current Board of Directors as
representatives of the Company's current shareholders, that it will
ensure that the Company does not authorize the issuance of any
additional shares of common stock or securities convertible into
shares of common stock except for up to a 10 to 1 reverse split in
connection with a combination transaction with a corporation with
current business operations (a "Going Public Transaction"), and that
it will not allow the Company to enter into a Going Public
Transaction unless the Company, on a combined basis with the
operating entity with which it completes a Going Public Transaction,
satisfies the financial conditions for listing on the NASADAQ Stock
Market immediately following the closing of the Going Public
Transaction. The Stock Purchase Agreement also grants demand and
"piggy back" registration rights to Purchaser and, to the extent
required, to the current holders of the Company's restricted common
stock.
After giving effect to the stock sale, the Purchaser would hold
14,000,000 shares or 87.5% of the 16,000,000 shares of the Company's
common stock to be outstanding following the completion of such action.
As such, the Stock Purchase Agreement will result in a change of control
of the Company and, following consummation of the transactions
contemplated by the Stock Purchase Agreement, the Purchaser will be able
to elect directors and control the policies and practices of the
Company. The Stock Purchase Agreement will not result in any change in
the status of the Company as a shell company and the Company will
continue its search for business opportunities for acquisition or
participation by the Company.
The foregoing summary of selected provisions of the Stock Purchase
Agreement does not purport to be complete and is qualified in its
entirety by reference to the Stock Purchase Agreement, a copy of
which is filed as an exhibit to this report.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following documents are included as exhibits to this report:
Exhibit SEC Ref.
No. No. Title of Document Location
10.1 10 Stock Purchase Agreement between This Filing
First Growth Investors, Inc. and Halter
Financial Investments, L.P. dated
November 6, 2007
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 hereunto duly authorized.
First Growth Investors, Inc.
/s/Pam Jowett
Date: November 6, 2007 By: __________________________________
Pam Jowett,
President