Item 5. Other Information
Item
5. Other Information
Trading
Arrangements
During
the quarterly period ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated
under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1
trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
32
Table of Contents
Item
6. Exhibits
3.1
Articles
of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-KSB for the year ended
December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).
3.2
Amended
Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2010 filed with the SEC on March 16, 2011).
3.2.1
Amended
Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the
SEC on March 13, 2023).
10.1
Asset Purchase
Agreement between igourmet and Advansiv Gourmet Group, Inc., dated August 6, 2024 (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on August 12, 2024).
10.2
Amended
and Restated Asset Purchase Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Advansiv Gourmet Group,
Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September
5, 2024).
10.3
Transition
Services Agreement, dated August 30, 2024, between Innovative Gourmet LLC, iGourmet LLC and Advansiv Gourmet Group, Inc. (incorporated
by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 5, 2024).
10.4+^
Asset
Purchase Agreement, dated October 14, 2024, by and among the Company, Golden Organics, Inc. and David Rickard (incorporated by reference
to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2024).
10.5
Form
of Seller Financing Note (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with
the SEC on October 18, 2024).
31.1*
Certification
of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification
of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification
of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification
of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema
101.CAL*
Inline
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline
XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline
XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data
File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed
herewith.
** Furnished
herewith.
+ Certain
portions of this exhibit are omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are not material and are the type
that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon
request.
^ Certain
portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby agrees to furnish a copy of
any omitted portion to the SEC upon request.
33
Table of Contents
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.
SIGNATURE
TITLE
DATE
/s/
Robert William Bennett
Chief Executive Officer and
Director
May 15, 2025
Robert William Bennett
(Principal Executive Officer)
/s/
Gary Schubert
Chief
Financial Officer
May
15, 2025
Gary Schubert
(Principal
Financial and Accounting Officer)
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.