Item
1.01 Entry into a Material Definitive Agreement.
Item
2.01 Completion of Acquisition or Disposition of
Assets.
Assets
of Prima Pasta, Inc.
On
November 16, 2007, we filed with the Securities and Exchange Commission
(the
“SEC”) a Form 8-K with regard to the acquisition of substantially all the assets
of Prima Pasta, Inc. (“Prima Pasta”). In the Form 8-K, we indicated
that, to the extent required by Item 9.01, we would file financial statements
relating to such acquisition by an amendment to the Form 8-K not later
than
December 19, 2007, which is the 71st day
following the
date the Form 8-K was required to be filed.
We
have
since determined that, based upon our audited financial statements as of
September 30, 2007 and for designated periods then ended (the “2007 Audited
Financials”) included in our Annual Report on Form 10-KSB filed with the SEC on
December 18, 2007 (the “2007 10-KSB”), the net book value of Prima Pasta does
not constitute a “significant amount of assets” as such term is defined in
Instruction 4 to Item 2.01 of Form 8-K. In addition, we have also
determined, based on the 2007 Audited Financials, that this acquisition
also
does not meet any of the tests for “significance” set forth in Rule 3-05(b) of
Regulation S-X. As such, we are not required at this time to file
Item 9.01 financial statements for this acquisition.
Assets
of Schlabach Amish Wholesale Bakery, LLC
On
November 16, 2007, we filed with the SEC a Form 8-K with regard to the
acquisition of substantially all the assets of Schlabach Amish Wholesale
Bakery,
LLC (“Schlabach”). In the Form 8-K, we indicated that, to the extent
required by Item 9.01, we would file financial statements relating to such
acquisition by an amendment to the Form 8-K not later than December 19,
2007,
which is the 71st day
following the
date the Form 8-K was required to be filed.
We
have
since determined that, based upon 2007 Audited Financials included in our
2007
10-KSB, the net book value of Schlabach does not constitute a “significant
amount of assets” as such term is defined in Instruction 4 to Item 2.01 of Form
8-K. In addition, we have also determined, based on the 2007 Audited
Financials, that this acquisition also does not meet any of the tests for
“significance” set forth in Rule 3-05(b) of Regulation S-X. As such,
we are not required at this time to file Item 9.01 financial statements
for this
acquisition.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
As
we
state in Items 1.01 and 2.01 of this Report, (i) the net book value of
either
Prima Pasta or Schlabach does not constitute a “significant amount of assets” as
such term is defined in Instruction 4 to Item 2.01 of Form 8-K, and (ii)
neither
the Prima Pasta acquisition nor the Schlabach acquisition meets any of
the tests
for “significance” set forth in Rule 3-05(b) of Regulation
S-X. Accordingly, we are not required at this time to file Item 9.01
financial statements for these acquisitions.
(b)
Pro
forma financial information.
As
we
state in Items 1.01 and 2.01 of this Report, (i) the net book value of
either
Prima Pasta or Schlabach does not constitute a “significant amount of assets” as
such term is defined in Instruction 4 to Item 2.01 of Form 8-K, and (ii)
neither
the Prima Pasta acquisition nor the Schlabach acquisition meets any of
the tests
for “significance” set forth in Rule 3-05(b) of Regulation
S-X. Accordingly, we are not required at this time to file Item 9.01
pro forma financial statements for these acquisitions.
(c)
NA
SIGNATURE
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 hereunto
duly authorized.