8K now out.
Entry Into a Material Definitive Agreement
On March 30, 2015 the Company signed an agreement to acquire Sicilian Sun Limited, LLC (“SSL”).
The acquisition includes SSL’s wholly owned Italian subsidiary, Sicilian Sun Foods s.r.l., and two production facilities located in Alcamo and Catania on the island of Sicily.
The Alcamo facility has been in operation for six years and consists of a state-of-the-art production factory encompassing 53,500 square feet. This BRC certified facility currently produces private label products for Carrefour – Italia as well as private and branded label products for Auchan, Conad and other major European retailers. The facility specializes in the manufacturing of three product categories: baked goods, frozen desserts, and semi-finished products made from natural ingredients. These products include assorted pastries, ricotta cannoli, as well as cakes, breads, rice balls, croissants, and a variety of other frozen and packaged items. Frozen desserts include gelato, tartufi, mousse, sorbets Italian ices and other frozen treats. Many of the products use proprietary formulas.
The new, state-of-the-art, Catania facility consists of 48,000 sq. ft., is BRC/IFS certified, and contains the latest in automated technology for the commercial production of artisanal gelato products.
In 2014, Sicilian Sun Foods used the services of food supplier La Petite Foods and global food broker Daymon Worldwide to secure orders to manufacture private label and branded products for major grocery chains in the United States.
At closing, the Company will issue 16,000,000 shares of its common stock to the members of SSL in consideration for their interests in SSL.
However, if the operations of SSL do not generate, during the period ending:
9 months after the closing, but prior to the second anniversary of the closing, more than $7,500,000 of gross revenue with EBITDA of at least $1,125,000, then the members of SSL will return 3,000,000 shares of common stock to the Company.
12 months after the closing, but prior to the second anniversary of the closing, more than $10,000,000 of gross revenue with EBITDA of at least $1,500,000, then the members of SSL will return 2,000,000 shares of common stock to the Company.
24 months after the closing, but prior to the third anniversary of the closing, more than $15,000,000 of gross revenue with EBITDA of at least $2,250,000, then the members of SSL will return 3,000,000 shares of common stock to the Company.
24 months after the closing, but prior to the third anniversary of the closing, more than $20,000,000 of gross revenue with EBITDA of at least $3,000,000, then the members of SSL will return 2,000,000 shares of common stock to the Company.
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