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EX-10.1 - PURCHASE AND SALE AGREEMENT BETWEEN SFG FINANCIAL CORPORATION AND NCG MARKETS, INC. - SFG FINANCIAL CORP | sfgs8k2010319ex.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(D) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): March 8, 2010
SFG
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
0-13635
|
13-3208094
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
575
Madison Avenue, 8th
Floor
New
York, NY 10022
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (917) 226-9630
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive Agreement
|
Item
3.02
|
Unregistered
Sales of Equity Securities
|
SFG
Financial Corporation (the “Company”) entered into a Purchase and Sale Agreement
dated as of March 8, 2010 (the “Agreement”) with NCG Markets, Inc. (“NCG”),
Changying Zhu and Lee Chen. The Agreement provides for the sale of all of the
issued and outstanding shares of NCG to the Company at a purchase price of
$50,000. The closing of the Agreement is subject to (A) the receipt
of appropriate regulatory approvals, including the approval of National Futures
Authority, and (B) the satisfactory completion of due diligence by the parties.
Pursuant to the terms of the Agreement, immediately following the closing, the
sellers will be permitted to withdraw funds (cash and securities) held by NCG,
provided, however, the sellers are required to maintain net capital amounts
requirements for a period not to exceed the earlier of (i) 60 days after the
closing, or (ii) the approval of the sale of the shares of NCG. The parties
contemplate that a closing will be held on or before May 30, 2010.
NCG
Markets is an Introducing Broker Registered with the National Futures Authority
and the Commodity Futures Trading Commission. NCG has a clearing arrangement
with FX Solutions, Inc. NCG focuses on professional Foreign Exchange Traders
fluent in English and Mandarin.
Item
9.01 Financial
Statements and Exhibits
Exhibit
Number
|
Description
|
10.1
|
Purchase
and Sale Agreement between SFG Financial Corporation and NCG Markets,
Inc.
|
|
SIGNATURE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
SFG
FINANCIAL CORPORATION
|
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By:
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/s/Michael C.
Caska
|
|
Michael
C. Caska
|
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President
and CEO
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||
Dated:
March 19, 2010
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