UNITED STATES
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): March 8, 2015
A1 Group, Inc.
(Exact name of registrant
as specified in its charter)
| Nevada |
000-54009 |
20-5982715 |
(State or other
jurisdiction of incorporation) |
(Commission File
Number) |
(IRS employer
Identification Number) |
| 7040 Avenida Encinas, Suite 104-159, Carlsbad, CA |
92011 |
| (Address of principal executive offices) |
(Zip Code) |
| |
|
|
|
| |
Registrant’s telephone number, including area code: |
(760) 487-7772 |
|
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:
| o |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item
1.01 Entry into a Material Definitive Agreement.
On or about March 8, 2015 the Company entered
into an Letter of Intent with A1A Sod to purchase the business known as A1A Sod, Sand and Soil. The Company will acquire all of
the assets, tangible and intangible, owned by Seller that are used in, or necessary for the administration and operation of its
current Construction, Wholesale, Retail and Growing business, including, but not limited to: (i) cash, inventory, accounts receivable,
fixed assets, software, customer lists, prepaids, and security deposits. (ii) certain liabilities will be assumed as of the date
of Closing. The purchase price is $1,500,000. In addition the Company will would enter into an employment agreement with A1A Sod
current employees during the Transition, which shall not go beyond 6 months, under terms and conditions that would be negotiated
and agreed upon by both parties, including provisions regarding term of contract, base and incentive compensation and benefits
package. All of the terms and conditions of the transaction would be stated in the Asset Purchase Agreement, to be negotiated,
agreed and executed by the Buyer and Seller by or before June 1, 2015, and complete the transaction as soon as possible thereafter.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description |
| |
|
| 99.1 |
Letter of Intent |
| |
|
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the Registrant has duly cause this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
A1 Group, Inc. |
| |
|
| |
By: |
/s/ Bruce Storrs |
| |
|
Bruce Storrs
President, CEO |
Dated
April 15, 2015
EXHIBIT INDEX
| Exhibit No. |
Description |
| |
|
| 99.1 |
Letter of Intent |
| |
|
Exhibit 99.1
A1
Group, Inc.
7040 Avenida Encinas,
Suite 104-159, Carlsbad, CA 92011
LETTER OF INTENT
For Purchase of
Business and Assets
A1 Group, Inc (“Buyer”)
hereby express their intention to enter into an agreement in the future pursuant to which Buyer intends to purchase from A1A Sod
(“Seller”) the business known as A1A Sod, Sand and Soil (“the Business”), located at: 28400
S Dixie Hwy, Homestead, FL 33033 upon the following terms and conditions:
Terms
and Conditions
| · | Purchase
price in the total sum of $1.500.000.00 (“the Purchase Price”) shall be payable
as follows |
| · | At
Closing, A1 Group, Inc. will pay to A1A Sod shareholders: $1.5 million via Cash-Wire
transfer. |
| · | Buyer
would enter into an employment agreement with A1A Sod current employees during the Transition,
which shall not go beyond 6 months, under terms and conditions that would be negotiated
and agreed upon by both parties, including provisions regarding term of contract, base
and incentive compensation and benefits package. |
| · | Business
to be Acquired; Liabilities to be Assumed. Buyer would acquire all of the assets,
tangible and intangible, owned by Seller that are used in, or necessary for the administration
and operation of its current Construction, Wholesale, Retail and Growing business, including,
but not limited to: (i) cash, inventory, accounts receivable, fixed assets, software,
customer lists, prepaids, and security deposits. (ii) certain liabilities will be assumed
as of the date of Closing. |
| · | Definitive
Asset Purchase Agreement. All of the terms and conditions of the transaction would
be stated in the Asset Purchase Agreement, to be negotiated, agreed and executed by the
Buyer and Seller by or before June 1, 2015, and complete the transaction as soon as possible
thereafter. |
Expiration
1. This offer shall expire unless a
copy hereof the Seller’s written acceptance is delivered to Purchaser or to his Agent on or before April 10th, 2015
at 6pm. Seller warrants the accuracy of the information by dating and signing this document.
Closing
2. At time of closing both parties shall
deposit with an authorized escrow holder, selected by mutually agreement of parties involved, all funds and instruments necessary
to complete the sale in accordance with the terms hereof including the purchase price for the benefit of the seller, a valid bill
of sale of said business together with any lease assignment thereof of the premises on which the business is located.
Due Diligence
Period To Be Included in Purchase Contract
3. Seller’s and Seller’s
representatives’ at sellers expense and within 15 days of effective date (“Due Diligence Period” ) will
provide for review all of Seller’s books and records regarding the Business including, without limitation, financial records;
bank records; tax returns; production records; vendor records; customer records; employee records; material legal documents and
contracts; records of pending or past litigation, administrative actions or notices of any kind from any governmental agency involving
or affecting the Business.
4. It is understood “Buyer”
is currently a reporting Public Company, and that a condition of closing is the audibility of the selling Company, which audit
for the previous 2 years will have to be delivered during the “Due Diligence Period. To include financial records; bank
records; tax returns; production records; vendor records; customer records; employee records; material legal documents and contracts;
inspection and approval of the physical condition of Seller’s fixtures, equipment and inventory used in the Business. Records
of pending or past litigation, administrative actions or notices of any kind from any governmental agency involving or affecting
the Business
5. Buyer’s and Buyer’s representatives’
physical inspection and approval of any real property and improvements thereon owned or occupied by the Business including the
environmental condition thereof and any existing environmental or other reports concerning the condition of same• Buyer’s
and Buyer’s representatives’ review of Seller’s lease for the premises occupied by the Business, if any, and
obtaining of Seller’s lessor’s approval of the transfer thereof, if required,
5.1 • Approval by appropriate
governing agencies of the transfer of any licenses, permits or interests in property required to operate the Business
Applicable
Conditions
6 • Preparation of agreement to
final documents of sale and approval thereof by the agreed upon closing attorney and other representatives, agents and auditors
including, without limitation, documentation of any covenant not to compete, consulting agreement or other covenant or condition
related to the sale of the Business.
7 • Closing costs: Any tax on the
transfer, attorney fees, shall be paid by Seller and Buyer 50/50, at the time of Closing.
8 • Proration’s: rents, personal
property tax, employee salaries, security deposits shall be reconciled at closing.
The undersigned SELLER hereby
acknowledges receipt of the accepted agreement
Seller: A1A Sod, Sand and Soil. INC
Seller’s Address: 28400 S Dixie
Hwy, Homestead, FL 33033
| By: Andy
Diaz |
Date: March
8th, 2015 |
Andy Diaz, President
|
|
The undersigned PURCHASER
hereby acknowledges receipt of the accepted agreement.
Purchaser: A1 Group, Inc.
Purchaser’s Address: 7040 Avenida
Encinas, Suite 104-159.
Carlsbad, CA 92011
| By: /s/
Bruce Storrs |
Date: March
8th, 2015 |
| Bruce Storrs,
Chief Executive Officer |
|
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