UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 21, 2006
Denim Apparel Group Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-09322 88-0419183
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification Number)
820 North Orleans Street Ste. 208 Chicago, IL 60610
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(312) 787-3366
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(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):
? 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 240.14-12) ? Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR 240.14d-2(b)) ? Pre-commencement communications
pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 21, 2006, the Registrant through its largest shareholder The Denim
Group LLC completed the acquisition of 100% of the capital stock of Moonlight
Graham Inc. a registered California corporation, in exchange for two million
Five hundred thousand shares of the Registrant's restricted common stock held by
The Denim Group LLC..
Moonlight Graham Inc. produces a high end product line of men's and children's
sportswear featuring the finest in vintage - retro designs utilizing the product
licenses of Major League Baseball, Anheuser - Busch, General Motors, Universal
Studios and Cadbury - Schweppes. While continuing to expand its robust US
distribution; Moonlight Graham is about to embark on a major expansion of
International distribution and Company owned retail stores throughout America.
The President of Moonlight Graham has entered into and employment agreement
where he will be paid 125,000 dollars annually and receive 2,500,000 shares of
restricted stock. Additionally he will receive the right to purchase 500,000
shares of common stock at 50% discount to the market price for 180 days after
closing
Item 9.01 Financial Statements and Exhibits
Listed below are the financial statements and pro forma financial information
filed as a part of this report:
(a) Financial Statements of Business Acquired
We have not included the financial statements of Moonlight Graham Inc. with this
filing, but will file an amended Form 8K with those financial statements on or
before May 9, 2006, as required.
(b) Pro Forma Financial Information
We have not included the pro forma financial information for Moonlight Graham
Inc. with this filing, but will file an amended Form 8K with those pro forma
financial statements on or before May 9, 2006, as required.
(c) Not applicable.
(d) Exhibits
10.1 Stock Purchase Agreement dated February 1, 2006 between the Registrant and
Moonlight Graham Inc.
10.2 Employment Agreement dated January 23, 2006 between Registrant and Bart
Silberman
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DENIM APPAREL GROUP
Dated: March 1, 2006 By: /s/ Eric Joffe
------------------------
Eric Joffe
Chief Executive Officer