<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KSB
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 30, 1997
All American Food Group, Inc.
(Exact Name of Registrant as Specified in Charter)
New Jersey 22-3259558
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
104 New Era Drive, South Plainfield, New Jersey 07080
(Address of Principal Executive Offices (Zip Code)
(908) 757-3022
(Registrant's telephone number, including area code)
<PAGE>
ALL AMERICAN FOOD GROUP, INC.
Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On July 30, 1997, All American Food Group, Inc. (the "Company") closed an
offering of a $350,000 principal amount convertible subordinated debenture. The
debenture was offered through Monetary Advancement International, as placement
agent. The debenture bears interest at the rate of five percent (5%) per annum
and matures three years from the date of issuance. The debenture is
convertible into shares of the Company's common stock at lesser of a thirty
percent (30%) discount to the average closing price of the Company's common
stock on the five consecutive trading days preceding the date of conversion or
a fifteen percent (15%) discount to the average closing price of the Company's
common stock on the five consecutive trading days preceding the funding of the
debenture.
The offering was made only to "non-U.S. persons" as defined in Regulation S
and the aggregate commission, expenses and legal fees related to this offering
totaled $37,700.
On August 7, 1997, All American Food Group, Inc. (the "Company") closed an
offering of a $50,000 principal amount convertible subordinated debenture. The
debenture was offered through Monetary Advancement International, as placement
agent. The debenture bears interest at the rate of five percent (5%) per annum
and matures three years from the date of issuance. The debenture is convertible
into shares of the Company's common stock at lesser of a thirty percent (30%)
discount to the average closing price of the Company's common stock on the five
consecutive trading days preceding the date of conversion or $1.86468.
The offering was made only to "non-U.S. persons" as defined in Regulation S
and the aggregate commission, expenses and legal fees related to this offering
totaled $6,000.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, this 14th day of August, 1997.
ALL AMERICAN FOOD GROUP, INC.
By: /s/ Andrew Thorburn
---------------------------
Chairman of the Board of Directors,
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Chris R. Decker
---------------------------
Director, Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
