FIRST FOODS GROUP, INC. (NASDAQ:CVGW) Files An 8-K Entry into a Material Definitive Agreement


FIRST FOODS GROUP, INC. (NASDAQ:CVGW) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 19, 2017, First Foods Group, Inc. (the Company) entered
into a binding term sheet (the Term Sheet) with The Big Salad
Franchise Company, LLC, a Michigan limited liability company
(“TBS”). to the Term Sheet, the Company will purchase 50% of the
assets or member units of TBS, (or a combination to be determined
by the Parties) including, but not limited to, all of its revenue
streams (exclusive of cash in the bank which John Bornoty (“Sole
Member”) shall retain), trademarks, logos, recipes, and
intellectual property, in consideration of the payment of
$850,000 in cash upon the closing of the transactions
contemplated by the Term Sheet, and the definitive documents (the
Definitive Agreements) to be drafted and executed thereunder (the
Closing). Additionally, the Sole Member shall receive a 10%
equity interest in a subsidiary to be formed by Company (NewCo),
that will operate the TBS franchise program subsequent to Closing
(the $850,000 plus the 10% equity interest is collectively known
as the “Purchase Price”). TBS will pay its “ordinary” accounts
payable prior to the Closing. “Ordinary Accounts Payable” will be
defined by the Parties in the Definitive Agreements.

Upon Closing, Sole Member will be named Chief Executive Officer
of NewCo and will enter into an Executive Employment Agreement
(“EEA”) with NewCo that includes an annual salary of $90,000.00,
plus other benefits and bonuses in accordance with those provided
to the officers of the Company. The EEA shall have a three-year
term, with renewal options if approved by the Board of the
Company and Sole Member. If by the end of a sixty-day due
diligence period Sole Member and the Company have not reached a
mutually acceptable EEA, either party to the Term Sheet may
terminate the obligations under the Term Sheet, rendering it

The Company shall bear the costs of an audit report from an
independent public accounting firm registered with the PCAOB
related to the financial statements of TBS for the years ending
December 31, 2015 and 2016, and the costs of unaudited financial
statements of TBS for the quarters ending March 31, 2017 and June
30, 2017. The Company shall deposit with $8,500 into the escrow
account of Butzel Long, a professional corporation and the
attorney for TBS, which escrow funds may be used by TBS to pay
for the aforementioned audit and review.

Item 9.01 Financial Statements and

(d) Exhibits.


Binding Term Sheet, dated June 19, 2017, by and between
First Foods Group, Inc. and The Big Salad Franchise
Company, LLC.

First Foods Group, Inc. Exhibit
EX-10.1 2 ffg_ex101.htm BINDING TERM SHEET ffg_ex101.htmEXHIBIT 10.1   TERM SHEET   THIS TERM SHEET (hereinafter “Term Sheet”) is entered into as of this day of June 19,…
To view the full exhibit click here

Calavo Growers, Inc. operates in the avocado industry. The Company provides value-added fresh food. The Company distributes its products both domestically and internationally and internationally. It operates in three business segments: Fresh products, Calavo Foods and Renaissance Food Group, LLC (RFG). The Company is engaged in marketing and distributing avocados, prepared avocados and other perishable foods, which allows it to deliver an array of fresh and prepared food products to food distributors, produce wholesalers, supermarkets, convenience stores and restaurants on a worldwide basis. The Company procures avocados principally from California and Mexico. Through its various operating facilities, the Company sorts, packs, and/or ripens avocados, tomatoes and/or Hawaiian grown papayas; processes and packages fresh cut fruit and vegetables, salads, wraps, sandwiches, fresh snacking products and a range of behind-the-glass deli items, and produces and packages guacamole and salsa.

FIRST FOODS GROUP, INC. (NASDAQ:CVGW) Recent Trading Information

FIRST FOODS GROUP, INC. (NASDAQ:CVGW) closed its last trading session down -0.45 at 69.05 with 244,660 shares trading hands.