Small Business Development Group Inc (SBDG)

[MoneyWorksForMe]

Small Business Development Group, Inc.

October 7, 2013


The following OTC disclosure requirement is a description of events that may be material
to the issuer and its securities and that shall be made publicly available by the issuer.
Persons with knowledge of such events would be considered to be in possession of
material nonpublic information and may not buy or sell the issuer’s securities until or
unless such information is made public.

Completion of Acquisition or Disposition of Assets,
Including but not Limited to Mergers.

Requirement: If the issuer or any of its majority-owned subsidiaries has
completed the acquisition or disposition of a significant amount of assets,
otherwise than in the ordinary course of business, the issuer shall disclose the
event.
On September 30, 2013, Small Business Development Group, Inc. (SBD Group)
finished negotiations by signing an agreement for our first acquisition. This is a
30-year-old company that meets all our requirements of a company with strong
business fundamentals. As stated in our strategic plan, adding to the company’s
portfolio is an important aspect of our overall approach of ‘Engineering a Public
Company’. This step is to focus on the company’s income statement by
increasing sales through acquisitions, providing financial services, and assisting
other companies wanting to replicate our process.
This company is on pace to surpass $15 million in 2013 revenues, thereby
achieving a four-year revenue CAGR of 15% with a corresponding net income
CAGR of 48%. Moreover, it is positioned to serve as an acquisition platform
within its industry niche. The company is a distributor of consumable industrial
supplies under license agreements with several Fortune 100 companies whose
relationships have been in place for many years.

Terms of the transaction are as follows:

Exchange Price and Payment
The exchange price (the "Exchange Price") to be paid by Buyer to Seller upon
receipt from Seller of the instruments effecting the conveyance to be transferred
hereunder and completion by Seller of all other acts or obligations to be carried
out by Seller under this Agreement as of the Closing Date, as hereinafter defined,
and subject to the conditions set forth herein, is $5,000,000 (Five Million Dollars)
of Buyer’s Series-B Preferred plus, 250,000 (Two-Hundred Fifty-Thousand)
shares of common shares stock for 80% (64 shares) of Seller’s company shall be as
follows:
a) At signing, the Buyer will place into escrow:
i. $5,000,000 (five million dollars) of Series-B Preferred Stock, and
ii. 250,000 common shares to Seller.
b) Buyer, upon signing (closing) of this agreement, will complete with
urgency and soon as is practicable, the registration of a Regulation-A or
like offering. From those proceeds, SBD Group will commit, and include
instructions in the escrow documents, to reserve $2,500,000 of the
proceeds at closing:
i. $1,000,000 will be paid directly to Seller should Seller agree to a
voluntary buyback of the proportionate number of Series-B
Preferred Stock.
ii. $1,500,000 million will be used to settle Seller’s senior bank debt
should Buyer not otherwise reassign or replace with substantively
equivalent terms, the Seller’s debt, and should Seller agree to a
voluntary buyback of the proportionate number of Series-B
Preferred Stock. Should the Seller’s existing debt balance as of
this date be less than $1,500,000 any residual amount between the
debt payoff and $1,500,000 will be paid to Seller along with, and
in addition to any amount otherwise due. Should the Seller’s
existing debt balance as of this date be greater than $1,500,000,
Seller must reduce the debt to $1,500,000.
iii. Additionally, the Buyer’s 250,000 common shares held in escrow
will be released to the Seller.
iv. Should Seller decline in writing to aforementioned preferred
stock buyback, the escrow agent will release the $2,500,000 to
Buyer for general corporate uses.
c) Buyer, without obligation but pursuant to its stated business plan, will
offer to make a second buyback of the Series-B Preferred Stock in the
amount of $1,500,000 on or before December 31, 2014. Alternatively,
Seller may elect to convert the Series-B Preferred Stock into Buyer’s
common stock at 85% of market share price, but in no event below $7.50
per share.
d) Buyer, without obligation but pursuant to its stated business plan, will
offer to make a third buyback of the Series-B Preferred Stock in the
amount of $1,000,000 on or before December 31, 2015. Alternatively,
Seller may elect to convert the Series-B Preferred Stock into Buyer’s
common stock at 85% of market share price, but in no event below
$10.00 per share.
e) Buyer will hold an option to acquire the remaining 20% equity of Seller
at the then current market value, but in no event to be less than $1.0
million.

Procedure for Termination Under Default of Exchange Price and Payment.
Notwithstanding the general provisions, and in the event of a default by either
party after the cure period, the following is the agreed as procedure for termination
for obligations and expectations:
a) Regulation-A or like offering not closed.
i) In the event the offering cannot be closed by March 31, 2014, or if the
Buyer declines to voluntarily offer a buyback of preferred stock as
described, and while the terms of this Agreement are not contingent on
these or any other events, the Seller, compromising the economic
hardship of default arbitration, may refute the general business plan,
surrender the 250,000 (Two-Hundred Fifty-Thousand) of Buyer’s
common shares, and $5,000,000 (Five Million Dollars) of Buyer’s
Series-B Preferred stock and any other escrowed items.
ii) Correspondingly, Buyer will return 64 shares to Seller.
b) If on December 31, 2014 Buyer does not elect to voluntarily offer a second
buyback pursuant to its business plan, and if Seller does not elect to
alternatively convert preferred stock in to common stock as described; the
Seller may compromise the economic hardship of default arbitration:
i) The $1,000,000 (One Million) payment made to Seller, if such buyback
election was made by Seller, when the Regulation-A was placed will be
retained by Seller as compensation for the default of expectation of the
general business plan.
(i) The $1,500,000 (One-Million Five-Hundred Thousand) line of
credit provided, or likewise if cash was provided to retire the
existing Seller debt, when the Regulation-A was placed, the new
line of credit will be replaced by the Seller and the capital will
be returned within 120 (One Hundred Twenty) days.
(ii) Seller will return the 250,000 (Two-Hundred Fifty-Thousand) of
Buyers common stock.
(iii) Buyer to return 64 shares of Seller.
b) If on December 31, 2015 Buyer does not elect to voluntarily offer a
third buyback pursuant to its business plan, and if Seller does not
elect to alternatively convert preferred stock in to common stock as
described; the Seller may compromise the economic hardship of
default arbitration:
(i) Seller will grant Buyer two (2) extensions of six (6) months each
with the Buyer having paid $10,000 penalty for each extension.
After the second extension, the Seller will convert the Series-B
Preferred shares at market without a minimum share value and
require sufficient additional common stock to compensate any
deficiency.

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