executive summary q4 2019 - bonne santÉ group · according to a study by mordor intelligence, the...

EXECUTIVE SUMMARY Q4 | 2019

BONNE SANTÉ GROUP, INC. EXECUTIVE SUMMARY Q4 | 20192

Alfonso J. Cervantes FOUNDER AND EXECUTIVE CHAIRMAN

I’d like to welcome you to Bonne Santé Group, an emerging growth global nutraceutical company with an over-

arching commitment to good health and a mission to provide safe and effective products for the global mar-

ketplace. We are engaged in the development, manufacturing and distribution of a wide range of world-class,

nutraceutical products and next-generation delivery technologies that will not only address current and proven

consumer trends but will lead the industry with new concepts for health products to benefit adults and families

everywhere.

As a result of passage of the passage of the Agriculture Improvement Act of 2018 on December 20, 2018, the

“Farm Bill,” which includes significant changes regarding legislation of hemp-based CBD products, Bonne Santé

has launched a major broad-based initiative designed to capture significant market share in this high growth

market on a highly accelerated basis.

With a dedicated 22,000 state-of-the-art manufacturing facility based in Doral, Florida, coupled to a world

class team with skills that range from the science of nutraceuticals with in-house chemists and formulators, to

finance and capital markets, manufacturing and sales, data management and direct marketing, Bonne Santé is

well positioned for major success. The Company is on an accelerated path to public ownership and is position-

ing itself for an anticipated Initial Public Offering in the latter part of 2019.

As a life-long capital markets executive, I have witnessed numerous times the growth and investor value that

can be created when companies successfully address the inherent human desire for good health and vibrant

life and are positioned to capitalize on high growth trends. We are a seasoned team ready to capitalize on the

CBD revolution.

Even before our IPO, Bonne Santé has attracted an outstanding leadership team whose members bring decades

of practical experience and success in all of the disciplines necessary to launch what we believe will be an inter-

national powerhouse.

A Bonne Santé…to good health!

A NOTE FROM

THE COMPANY

Bonne Santé Group, Inc. (“BSG” or the “Company”) is an early stage Delaware corporation incorporated on February, 8, 2017. Structured

as a holding company, the Company is engaged in the manufacturing, operation and sales of a broad spectrum of nutraceutical and related

products. To drive growth and earnings, the Company will develop proprietary products as well as acquire other brands with an emphasis on

CBD-related products.

CBD GLOBAL INITIATIVE

On December 21, 2018, the Company announced it was launching major CBD manufacturing and marketing initiatives. The initiatives will

cover a broad range of products and include both proprietary products under the Bonne Santé brand and associated labels as well as contract

manufactured products.

These initiatives at Bonne Santé Group are a direct result of new historic legislation passed by the United States Congress and signed into law

by President Trump on December 20, 2018. The law defines hemp as an agricultural product for the first time and amends a major drug law

that hadn’t been altered in 50 years. Experts said the shift could spike interest in CBD, which is also the active ingredient in the first cannabis-

based medicine to gain federal approval in the US.

Hemp-derived CBD already represented a major multi-billion opportunity, even prior to the official legislation being passed. The CBD market

is expected to hit $591 million this year, and, according to a new Brightfield Group report, it may grow 40 times this size—to $22 billion by

2022—with the passing of the 2018 Farm Bill. The rapid growth will be supported by an anticipated explosion in distribution channels for

these products in the next few years. The Company previously announced the formation of the Bonne Santé Digital Marketing Group. That

group is positioned to sell CBD products directly to consumers through a variety of online distribution channels and eCommerce platforms,

including: eBay, Google and Amazon. Bonne Santé will be leveraging the capacity of Amazon FBA and Walmart.com for true multichannel

and multilingual global brand expansion.Hemp-derived cannabidiol is one of dozens of cannabinoid compounds in the cannabis plant family

and has been used as a health and wellness aid for thousands of years. Scientific and consumer interest in CBD has surged in recent years

and clinical researchers at health institutions around the world are testing and demonstrating CBD’s value in addressing widespread and

serious medical and public health issues including cancer, epilepsy and other neurological disorders, diabetes, chronic pain, inflammation,

post-traumatic stress disorder (PTSD), sleep disorders and more. Consumers are already purchasing millions of dollars’ worth of CBD products

at leading retail outlets such as Target, The Vitamin Shoppe, and Walmart, in addition to numerous local specialty stores and dispensaries, as

well as online outlets such as Jet.com and other e-commerce suppliers.

Although CBD is a derivative of cannabis, it does not induce the psychoactive “high” of marijuana—which is produced by the cannabinoid THC—

this is because CBD is a food that is derived from hemp, which is rich in CBD and low in THC (less than 0.3% THC), unlike medical marijuana

products that are considered psychoactive. Therefore hemp-derived cannabidiol can be taken on a daily or as-needed basis, just like any other

supplement or nutraceutical product. CBD interacts with the body through the endogenous cannabinoid system (ECS) or endocannabinoid

system. The endocannabinoid system regulates the body’s homeostasis, or general state of balance, impacting such functions as mood,

sleep, appetite, hormone regulation, and pain and immune response. Research by both government and commercially sponsored scientists

continues to identify and refine the current understanding of CBD and is being conducted at dozens of institutions including Scripps Research

Institute, National Institutes of Health (NIH) and Vanderbilt University.

Bonne Santé Group is leveraging these industry trends with the launch or major hemp-derived CBD manufacturing initiatives.


MILLENIUM NATURAL MANUFACTURING CORP.

On March 8, 2018, the Company completed the acquisition of Millenium Natural Manufacturing Corp. and its affiliates, a state-of-the-art

nutraceutical manufacturing facility based in Doral, Florida.

Millenium Natural Manufacturing Corp. (“Millenium” or the “Company”) was founded in 1998. Operating from a 22,000 square-foot state-of-

the-art facility in Doral, FL, the Company manufactures nutraceutical products such as vitamins, sports nutrition, and other health supplements

and now being positioned to capitalize on the CBD market revolution. Millenium has evolved into a comprehensive nutraceutical contract and

private label manufacturing company. Since its inception, its focus has been on combining sustainable and affordable business practices with

a high level of quality assurance for its products. Millenium established its success on sound business relationships with hundreds of clients

from the United States, South and Central America, and Europe. This led to Millenium being recognized by the United States Department of

Commerce, U.S. Commercial Service, with the Export Achievement Certificate for accomplishments in the global marketplace. Millenium has

earned a reputation as makers of quality supplements with over 700 formulas in the Company’s database. The Company begun actively

developing a broad array of new products to be marketed under the Bonne Santé brand. The Company is also developing a robust online

marketing group called the Bonne Santé Digital Marketing Group.

Manufacturing capabilities:

· Powder capsules· Hard tablets· Chewable tablets

· Powders: proteins, pre-workout, greens, others

Packaging capabilities:· Bottles of all sizes for pills and powders

Customers by industry:· Health & Wellness· Fitness· Anti-Aging Community

· Medical Markets

Customers by country:· USA· Central and South America· Europe

MISSION STATEMENT AND SUMMARY

Our mission at Bonne Santé Group is the creation of a world-class nutraceutical company engaged in the development, manufacturing and

sales of quality nutraceutical and related health and lifestyle products for distribution to an expanding global marketplace.

Initially, BSG’s holding-company strategy will enable us to accelerate development and expansion of our product portfolio, manufacturing

capacity and distribution channels through targeted acquisition of profitable but undervalued companies and products. Acquisition of target

companies will be structured and completed using a combination of cash, seller notes, earnouts and public company stock. Bonne Santé’s

experienced financial team will ensure that these acquisitions are conducted in a timely and cost-effective manner, with minimal cash out-

lay. BSG’s holding-company structure will enable the Company to launch distribution and sales quickly, while realizing savings and other


cost-efficiencies through consolidation and elimination of redundant processes. It will also provide us with maximum flexibility for product

diversification and risk management, for moving into new markets, and for addressing fast-moving market opportunities.

Following our initial phase of acquisition and growth, we intend to expand our portfolio through development of proprietary Bonne Santé

products and market-disruptive delivery technologies. Such proprietary products and technologies will support greater sales margins, and

expand customer awareness and loyalty for the Bonne Santé line. Through these mechanisms, we are committed to realizing early and signif-

icant liquidity for our investors, with a strategic roadmap to long- term growth and investor value inherent in our business structure.

THE NUTRACEUTICAL INDUSTRY

The nutraceutical industry focuses on food-based products intended to improve longevity, sports fitness and provide health benefits in addition

to the basic nutritional value present in food. Most people are familiar with various nutraceutical products—and have likely used them—even

if they are unfamiliar with the industry name. Nutraceuticals comprise such commonly used items as herbal products, specific diet products,

processed foods and beverages, functional foods, isolated nutrients and other dietary products.

The nutraceutical marketplace is projected to surpass $568 billion by 2023. The CBD market, alone, is expected to grow from its current $591

million at the end of 2018 to over $22 billion by 2020. This rapid growth is being driven by consumers in markets across the world taking more

responsibility for their wellbeing and educating themselves about healthy living. The marketplace is also expanding as more consumers with

disposable incomes join the nutraceutical movement in increasingly wealthy nations such as China, and as developed economies such as the

U.S., Europe and Japan see an overall aging of their populations bringing increased health concerns.

SOURCE: MORDOR INTELLIGENCE


According to a study by Mordor Intelligence, the global nutraceutical market was valued at approximately $383 billion in 2017 and is anticipated

to reach an approximate $568 billion by 2023, at a CAGR of 6.8% from 2018 to 2023.

The nutraceutical industry has experienced rapid growth across the globe, propelled by the increasing age expectancies and concomitant

increases in diseases of aging and lifestyle. A shift in demographics has also allowed manufacturers to benefit in recent years. In 2016, for

example, the number of adults in the U.S. age 50 or older increased 1.6% from the previous year to a total of 107.5 million. From 2017 to 2060

this older demographic is expected to grow from 34.0% to 41.5% of the population according to the U.S. Census Bureau. Moreover, the Council

for Responsible Nutrition reported that 74% of adults over age 55 took supplements on a regular basis.

As the overall population continues to turn to healthier living in hopes of offsetting rising healthcare expenditures and preventing general

subpar health conditions, the demand for nutraceutical industry products will resemble a similar trend given its direct correlation. According

to IBISWorld’s Healthy Eating Index, which demonstrates the degree to which the average American adheres to the consumption guidelines set

out by the US Department of Agriculture, the consumption patterns associated with the general health of diets will continue to increase from

a solid current value of 66.9%.

BONNE SANTÉ GROUP, INC. EXECUTIVE SUMMARY Q4 | 20196SOURCE: FROST&SULLIVAN, FICCI


SOURCE: BLOOMBERG, COMPANY FILINGS

MANAGEMENT TEAM

As with any successful company, Bonne Santé’s achievements will be driven by seasoned and proven management and Board of Directors. Our management team is highly experienced in nutraceutical development, manufacturing and distribution, finance, operations and acquisi-tions – all of the elements that comprise the art and science of great products, and successful distribution to an international marketplace to drive revenues and earnings.

Bonne Santé’s corporate advisors and management are committed to significant organic growth and growth by complementary acquisitions. BSG’s management team and advisors all possess significant track records of success in acquisitions and the forging of profitable strategic relationships. BSG will achieve our goals for growth by assembling a management team composed of individuals with unique talents in the nutraceutical and capital markets’ arenas. BSG will select only the best-of-the-best, all of whom are attracted by our strategic plan, our vision and the entrepreneurial spirit that runs through the breadth of our operations.

BSG will have a fully integrated team of marketing professionals whose combined decades of experience allows us not just to understand mar-ket data, but whose creativity and product-based thinking which will support the ability to generate significant consumer appeal. It is a distinct advantage over our competitors. In order to grow and prosper, any company needs to have a well-defined management infrastructure, as well as a management team with proven competence in the identification, acquisition and integration of complementary companies and assets. At Bonne Santé, that management infrastructure will be built around our commitment to the science of good health, our understanding of marketing and distribution, and the evolving global marketplace.

Alfonso J. Cervantes FOUNDER AND EXECUTIVE CHAIRMAN

Alfonso J. “A.J.” Cervantes is the founder and Executive Chairman of Bonne Santé Group. Mr. Cervantes is also Chair-man of Trilogy Capital Group, LLC, a private equity firm and a principal shareholder of BSG. Through more than 35 years as an executive in diversified businesses, Mr. Cervantes has accumulated extensive experience in the public markets with a proven strength in corporate finance and development emerging growth companies. Since 2002, Mr.

Cervantes has been Chairman and Chief Executive Officer of Trilogy Capital Partners, Inc., a financial services group, and an affiliate of Trilogy Capital Group. His significant corporate finance experience includes M&A, IPOs, APOs and PIPEs as well as the reorganization of middle-mar-ket companies. Both as a principal and financial services professional, Mr. Cervantes has facilitated a significant number of M&A transactions. In addition, Mr. Cervantes possesses a deep understanding of securities laws and corporate governance.

Mr. Cervantes also serves as a non-executive chairman to two other Trilogy portfolio companies: Cyber-Tek Global, a startup in cybersecurity and anti-cyberterrorism sector and Big Cheese, Inc., d/b/a the Grilled Cheese Truck, a successful Los Angeles-based food truck brand being positioned for expansion into brick and mortar Quick Serve Restaurants in malls, airports and other venues. In 2012, prior to the organiza-tion of Trilogy Capital Group, he founded a pure start-up, Staffing 360 Solutions, Inc. (NASDAQ: STAF), an emerging growth public company engaged in the provision of temporary staffing services on a global basis. In a period of five quarters, Mr. Cervantes completed five acqui-sitions, facilitated approximately $25 million of debt and equity financing, and drove Staffing 360 from a pure startup with no revenues or employees to over $140 million in annualized revenues with approximately 3,000 employees. In 2014, Mr. Cervantes resigned from Staffing 360 to assume responsibilities as Chief Executive Officer of Trilogy Capital and to focus on the development of Trilogy’s portfolio companies.

Throughout the 1990s, prior to his work with Trilogy, Mr. Cervantes was engaged in the reorganization and recapitalization of distressed mid-dle market companies, serving as interim CEO for a number of public and private entities facilitating Chapter 11s, Chapter 7s, and out-of-court reorganizations.


Darren MintonPRESIDENT

Mr. Minton is the President of Bonne Sante Group. He is a highly skilled executive with over 10 years of capital markets experience in both small and large organizations. Mr. Minton provides a depth of knowledge and expertise on private to public transactions, with a particular emphasis on capital raising, M&A, corporate messaging, branding strategies,

and growth through consolidation. Over the years, his capacities have ranged from various executive positions, as well as President and CEO of entrepreneurial ventures to established roles reporting to public company boards, with significant leadership and team building skills.

Prior to Bonne Sante Group, in partnership with Mr. Cervantes, Mr. Minton was Executive Vice President at Staffing 360 Solutions, Inc. (NAS-DAQ: STAF) where he worked from 2012 to 2017. He was involved in the process of the company’s Alternative Public Offering, assisting in raising the initial capital to commence operations, as well as the process of the company’s acquisition and consolidation growth strategy as part of its mission to reach $300 million in annualized revenues, in addition to managing the company’s uplisting to NASDAQ in September 2015. Prior to Staffing 360 Solutions, Mr. Minton was the President of Trilogy Capital Partners, a New York-based financial services company and predecessor of Trilogy Capital Group, engaged in international merchant banking, strategic advisory services and financial communica-tions, where he worked from 2009 to 2014 in conjunction with Mr. Cervantes. Mr. Minton served as Vice President of China America Financial Communications Group, as well as an Analyst at China US Venture from 2007 to 2009, where he consulted with numerous US-listed Chinese operating companies.

From 2006 to 2007, Mr. Minton was an Analyst at Mesa West Capital, a privately held portfolio lender with a multi-billion dollar offering capa-bility headquartered in Los Angeles, and he also worked at First Republic Bank in Palo Alto. Mr. Minton graduated with a Bachelor of Arts in Economics from Stanford University.

Ronald Scott CHIEF FINANCIAL OFFICER

Ronald Scott is a forward-thinking executive who brings BSG over 30 years of diversified accounting and financial

management success building and directing best-in-class corporate finance organizations. Mr. Scott’s association

with BSG will provide the Company and our related entities with superior and insightful due diligence processes for

both public company targets and prospective private company acquisitions. In addition, Mr. Scott’s mission with BSG

is to do a bottom-up installation of reporting and accounting procedures to assure maximum compliance with all regulations, while concur-

rently working to identify a highly competent and skilled permanent Chief Financial Officer within the nutraceutical industry.

Mr. Scott’s expertise includes corporate finance management, mergers and acquisitions, corporate reorganizations, cost reduction and avoid-

ance, financial analysis and reporting, IPO management, contract negotiations, ISO 9000 Quality Systems, and SEC reporting and compliance.

Mr. Scott’s range of experience spans from $300 million global high-tech firm with 2,500 employees to a $2 million natural products company.

From 1990 to 2003, he was the CFO and director of Cyanotech Corporation (Nasdaq: CYAN), a producer of high value natural products from

microalgae. During his time with CYAN, he grew the company from a market value of less than $5 million to $270 million. He has consis-

tently proven effective in reducing risk and ensuring strong bottom-line performance at the organizations he has served, including a multimil-

lion-dollar loss-to-profit turnaround.

Most recently, Mr. Scott has been engaged by small to medium-sized public and private companies providing forward-looking information,

specifically budgeting, forecasting and cash flow management.


Jeremy Brooks MANAGING DIRECTOR

Mr. Brooks is a prominent marketing and brand building executive with a core strength in the development of emerging growth

companies. At Bonne Santé, Mr. Brooks’ primary initiative is the development and marketing of a broad array of CBD products.

Mr. Brooks has significant experience in International business and brand development. Prior to Bonne Santé Group, Mr. Brooks

was co-founder of Strayboots, an organization engaged in the presentation of corporate teambuilding events with currently over

200,000 participants world-wide. Mr. Brooks is also the co-founder of Public Reputation, Inc., a location-based listing services and promotions with proven

expertise in Digital Marketing.

At Z9 Capital, Mr. Brooks served as International Brand Growth Advisor, a venture capital firm with a focus on startups and early stage companies. At

Elephant Group, Inc., Mr. Brooks was Senior Vice President Global Sales and Brand Management and was responsible for building and managing brand

partner relationships and call center operations which provided services for Comcast, Verizon, Clear, GE and ADT. For three years, Mr. Brooks served as Vice

President of International Business Development for Intellidyn Corp. with operations in New York and Florida selling database and direct marketing services.

He has extensive and proven expertise in consumer products and business services across North America, Asia, Latin America and Europe.

Jorge L. Lamazares VICE PRESIDENT OF PRODUCT INNOVATION

Mr. Lamazares is a highly credentialed chemist and product formulator with deep industry experience when it comes

to product innovation and high-margin commercial applications, with a particular emphasis on CBD formulations.

He is an expert and analytically-minded chemist with extensive understanding of various branches of inorganic and

organic chemistry, quality control as well as validation testing. His knowledge spans liquids, capsules and tablets of vitamins and sports per-

formance supplements with high level of proficiency with all modern chemical laboratory equipment and in performing analysis on medium-

as well as large-sized chemical laboratory platforms.

Mr. Lamazares also has strong knowledge of statistical procedures and experimental designs applied to chemical analysis and has partici-

pated in multiple Six Sigma projects. Most recently, Mr. Lamazares was Chief Formulator at Millenium Natural Manufacturing, Inc., a Bonne

Santé subsidiary. Prior to this, Mr. Lamazares was Product Development Manager for NutraFuels, Inc. (OTCQB: NTFU) where his primary

responsibilities were the formulations of new products including sprays, powders, creams, liquids utilizing Cannabidiols. Prior to NutraFuels,

Mr. Lamazares held various positions in a number of companies in the nutraceutical sector. Mr. Lamazares received his Bachelor of Chemistry

Science from Havana University and his PhD. In Analytical Chemistry from Santiago de Cuba University.


CORPORATE ADVISORS

Louis Beviacqua, Esq. GENERAL COUNSEL

Mr. Bevilacqua is the founding member of Bevilacqua PLLC (www.bevilacquapllc.com), a boutique transactional corporate and securities law firm. Mr. Bevilacqua counsels companies of every size ranging from startups to estab-lished companies whose securities trade on the NYSE or NASDAQ. He has broad experience representing issuers in public offerings and private placements of securities (including private placements under Rule 506(c) of the Secu-

rities Act, crowdfunding offerings under Title III of the JOBS Act and Regulation CF and Regulation A+ offerings), Exchange Act compliance, angel and venture capital financings, other areas of equity and debt financing and mergers and acquisitions.

Mr. Bevilacqua is also a Senior Advisor to Visionary Private Equity Group. Mr. Bevilacqua is also the Co-founder, President & General Counsel Digital Offering LLC. Prior to Bevilacqua PLLC, Mr. Bevilacqua was a partner Pillsbury Winthrop Shaw Pittman Washington DC. And previously

Thelen Reid Brown Raysman & Steiner LLP. Mr. Bevilacqua received his JD from Fordham University School of Law.

Richard Cohen

Richard Cohen is a principal of and advisor to Bonne Santé and brings proven business development skills in rev-enue growth and financing with more than 25 years of experience as a director for start-ups, early stage growth companies, private-to-public company transition, and distressed company turnarounds. He has specific experience in biotech/medical devices, financial services and diversified media, and significant relationships with Wall Street and capital sources. Mr. Cohen is currently Chairman of the Board of National Cardio, Inc., San Diego, a position he

assumed on February 6, 2017. National Cardio is a biomedical company focused on cardiac device monitoring and developed with proprietary technology. The company, currently with 50 employees in three primary locations, is being positioned for an Initial Public Offering within the next 12 to 18 months.

From 2012 to 2015, Mr. Cohen was Managing Partner of Chord Advisors, LLC, a New York-based financial services entity he founded that provided complete outsourced CFO services, including SEC reporting (10-Q/10-K), accounting policy, valuation as well as advisory. From 2010 to 2013, he was Chief Executive Officer, Chief Financial Officer and Board Member of CorMedix Inc., a Bridgewater, NJ, publicly traded (NYSE: CRMD) medical device/biotechnology company with intrapericardial therapy product targeted to markets in the U.S. and Europe.

From 1992 to 1996, he was Chief Executive Officer of General Media, Inc., New York, NY, an international media company. At General Media, Mr. Cohen managed a successful work-out with take-out by public debt offering orchestrating approximately $200 million in financing. From 2001 to 2012, Mr. Cohen was an investor and consultant with Novation Capital of West Palm Beach, Fla. Novation Capital purchased over $1 billion of structured settlement contracts during that period. The company was sold to a Private Equity firm in 2012. Mr. Cohen began his career with Arthur Andersen & Co. Other executive and advisory experience include Investment Banker at Henry Ansbacher, Furman Selz (1984-1992), and VP Corporate Development at Macmillan, Inc.

A widely respected financial expert, Mr. Cohen has served on the Board of Directors of several companies, including Helix BioMedix, Inc., a pri-vate biotech/peptide company where he has been Audit Committee Chair since 2006. He has also served as Audit Committee Chair for public companies CorMedix Inc. (NYSE: CRMD) and Rodman & Renshaw (Nasdaq: RODM). Mr. Cohen holds an MBA from Stanford University, a BS with Honors from Wharton School, University of Pennsylvania, and is a member of Beta Gamma Sigma. He is a CPA (inactive) in New York.


Ronald Altbach

Ron Altbach is a highly seasoned financial services executive who brings to Bonne Santé 35 year of capital markets experience with a strong emphasis on M&A and the development of strategic relationships demonstrated repeatedly through his skill and creativity in the formation and successful development of both private and public companies. An experienced venture capitalist and merchant banker, Mr. Altbach is currently President of Altbachco, Inc., a New York-based investment company which is a principal shareholder in Regeneration Capital Group, a New York-based

merchant bank he formed in 2008 where he serves as President.

Mr. Altbach has served in senior leadership positions in a variety of industries, including investment banking, marketing, consumer and luxury products, and media finance. He serves as lead independent director on the board of Catch Media, a cloud-based technology provider with tens of millions of active users across the globe, and is a principal in Games Marketing, a leading provider of online gaming intellectual prop-erty. From 1998 to 2003, he served as founder, Chairman and Chief Executive Officer of Cross Media Marketing Corporation, a publicly held technology-driven direct marketing company. Prior to this, from 1995 through 1998, Mr. Altbach held the position of Vice Chairman of Rosecliff, Inc., a prominent New York-based merchant bank principally engaged in leveraged buyouts. During the same time period, he served as Chair-man of Paul Sebastian, Inc., a Rosecliff portfolio company that marketed its own fragrance brands, as well as licensed brands, to U.S. and international department stores.

Mr. Altbach was President and principal shareholder for Olcott Corporation from 1992 to 1994, engaged in the worldwide distribution of luxury products to the mass market as well as through direct sales, television sales and as premiums. From 1983 through 1987, Mr. Altbach conducted media-related financing activities in the entertainment industry; positions including Co-Founder and President of Mediacom Filmworks, a publicly held film and television finance, production and international distribution company.

Rick L. Frimmer

Rick Frimmer brings an extraordinary career and strong legal and financial acumen to Bonne Santé Group. Mr. Frim-mer is an attorney, CPA, financial advisor, FINRA arbitrator, law school professor, as well as an accomplished board member and audit committee chair for numerous public and private companies. With over 35 years of experience in corporate securities and municipal finance, Mr. Frimmer has represented over one hundred issuers, underwriters and banks in over $1 trillion in transactions, including equity and debt placements, IPOs, synthetic and hedge transactions, swaps, caps, collars and bonds. Mr. Frimmer also brings decades of experience practicing federal, state and local tax

and securities law, including full advocacy practice.

Mr. Frimmer is currently Managing Director at EisnerAmper LLP, one of the largest accounting firms in the U.S., with nearly 1,500 employees and 180 partners across the country. His major tax representations have included the settlement of 10 years of open tax for PPG Industries involving a failed olefins plant in Puerto Rico, resulting in over $400 million in liabilities. Over his career, Mr. Frimmer has restructured over $25 billion in defaulted municipal and corporate debt and acted as counsel and advisor on $20 billion of mergers and acquisitions. Mr. Frimmer’s case work has included the litigation of major bankruptcy cases, including representing the government of Germany in the City of Detroit Bankruptcy Case. From 2011 to 2016 Mr. Frimmer was Partner at Schiff Hardin LLP, one of Chicago’s oldest law firms, where he was the practice group leader specializing in bankruptcy, workouts, corporate law, securities and municipal and corporate debt. Prior to this Mr. Frimmer was Partner and Co-Chair of the Business and Intellectual Property Practice at Luce Forward Hamilton & Scripps, LLC (now Dentons LLP) from 2006 to 2011.

Mr. Frimmer began his career in 1980 at Reed Smith Shaw and McClay, where he became partner at the Philadelphia-based practice. He went on to work at Silverman Coopersmith & Frimmer, PC from 1990 to 1999 and Greenberg Traurig, LLP from 1999 to 2005. He is admitted to the bars of California, Illinois and Pennsylvania, as well as the U.S. Supreme Court. Mr. Frimmer holds a CPA in Florida and is an adjunct professor of law instructing bankruptcy and securities issues at both the Thomas Jefferson School of Law, as well as the Loyola School of Law. Mr. Frim-mer obtained his JD from Harvard Law School, as well as a BS in Economics and Accounting with Honors from Wharton School, University of Pennsylvania where he graduated Summa Cum Laude and was a Benjamin Franklin Scholar.


Leonard Lomax, M.D

CHIEF MEDICAL ADVISOR

Leonard Lomax is the Chief Medical Advisor for Bonne Sante Group. Dr. Lomax is an Orthopedic Surgeon by training and is the current President and Chief Executive Officer of Ultimaxx Health, a visionary early-stage pharmaceutical company which develops innovative natural solutions to pressing public health problems. In this capacity he is currently focused on developing patented, clinically tested, plant-based “natural” non-narcotic pain relief alternatives to opioids and other

prescription and OTC painkillers that have non-optimal safety profiles. Since joining the organization, they have developed their first patented “natural” pain remedy LEVARE. They are currently advancing it further into clinical trials with the intention of ultimately obtaining FDA approval as a botanical drug. This remedy potentially represents a much-needed non-narcotic, non-habit forming alternative to medications that may cause addiction and other harmful adverse side effects. Dr. Lomax obtained his Bachelor of Science degree from Temple University, received his Medical Doctorate from the University of Medicine and Dentistry of New Jersey-Robert Wood Johnson Medical School, and completed his Orthopedic Sur-gery residency training at the top-ranked Thomas Jefferson University Hospital in Philadelphia.

Tom Hall

ADVISORY COUNCIL CHAIRMAN

Tom Hall is a successful creative services executive and brings to Bonne Santé award winning experience as a creative

marketer, earning a reputation for creating or reinvigorating great American brands, winning over fifty awards including

Clios, Tellys and Effies. He is currently the Creative Principal for MSI Advertising, a Chicago-based advertising agency spe-

cializing in branding, strategic planning, social, digital, broad reach media advertising and PR. For the past two years, in addition to his involvement

in MSI, Mr. Hall has created campaigns for LiftMaster, MB Financial Bank, and DeVry. In addition, he has served as advisor to United Egg Producers,

the America Egg Board and the Egg Farmers of Canada. Over his career, Mr. Hall wrote and directed many prominent commercials including the

Ronco “The Inside the Egg Shell Egg Scrambler” and “Mr. Microphone.” He also wrote dozens of interactive infomercials for the Cable Shop Network

in Boston and created and appeared in over 200 commentaries for CBS Chicago. Furthermore, he wrote and produced the award-winning docu-

mentary, “The Quest for Nutrition” and “Health Moment” series with Mandalay Entertainment which aired on Discovery Networks worldwide. He

also produced and directed the Beach Boys Special, “A Day in D.C.”

In 1990, Mr. Hall was appointed Executive Creative Director for Ogilvy and Mather Advertising and within two years was named Chairman/CEO. He

held the position for 10 years and helped lead it to become a half billion-dollar agency. Preceding O&M Chicago, Mr. Hall alternated between the

role of Creative Director and Executive Creative Director for J. Walter Thompson, spending over 30 years with the firm overseeing numerous regions

in the United States. In 1979, he was appointed Chief Marketing Officer for Playboy Enterprises reporting directly to Hugh Heffner, a position he held

for two years.


THE BUSINESS MODEL

Private-to-Public Company Pathway to Initial Public Offering

Bonne Santé is committed to early and significant liquidity for our investors. Senior management of BSG, along with our team of associated professionals, has substantial capital markets expertise. The Company intends to file an Initial Public Offering by the end of 2019. As a public company, BSG has the ability to create a larger audience of potential investors and to incentivize senior management. In addition, as a fully reporting company, maximum transparency can support capital formation and market visibility as well as provide an additional currency for prospective acquisitions.

ACQUISITION VALUATION AND FINANCING

Bonne Santé will acquire target companies utilizing a combination of cash, seller notes, earnouts and public company stock. The seller notes generally bear 5% annual interest with a five-year straight line amortization and a balloon 36 months following closing. Aside from the Company’s first acquisition of Millenium, BSG intends on paying in the typical range of 30% to 60% cash on any acquisition it executes with a target of 33.3%. The remainder is allocated between stock and a note and/or earnout with a heavier weighting toward the former. Although the acquisition consideration is structured, a BSG transaction provides three distinct benefits to the principals of a BSG acquisition. First, a significant liquidity event. Second, the creation of a significant equity position in an emerging growth public company. Third, ongoing employment at customary industry compensation.

DEVELOPMENT OF ACQUISITION PIPELINE/PRIVATE-TO-PUBLIC ARBITRAGE

Bonne Santé employs analysts who are tasked with identifying companies that are profitable and lend themselves to BSG’s consolidation

strategies. Management seeks to find profitable companies where acquisitions can be made with private valuations, but where public company

valuations for companies in the sector may have valuations in the 10x to 15x range. This arbitrage is a primary tenet of BSG’s business model. In

addition to identifying attractive companies for acquisition, BSG’s management devotes significant time to identifying top executive talent in any

acquired company whose talents may be used at the parent company level. Bonne Santé also places the highest level of importance on engaging

management that can drive the growth and success of our subsidiary companies.


SUMMARY

The management team and the board of directors of Bonne Santé intend to create a major international nutraceutical company with a

stated objective of reaching a minimum of $250 million in revenues within the first three years through the manufacturing and marketing a

wide range of world-class nutraceutical products and next-generation delivery technologies, with a heavy emphasis on the CBD revolution.

In summary, the Bonne Santé team is excited to build a world-class public company with an unlimited ability to benefit global health while

building value for investors. We are unequivocal in our belief that the two most important metrics by which a company’s success are deter-

mined are earnings and growth. Bonne Santé remains committed to growth in revenue, growth in earnings and ultimately growth in share-

holder value while maintaining the highest standards for quality and safety in every product we develop.

Welcome to the world of Bonne Santé Group. A Bonne Santé…to good health!


CONTACT

Alfonso J. Cervantes,

Executive Chairman

990 Biscayne Blvd, Suite 1203

Miami, Florida 33132

T: 786.749.1221 | C: 310.500.7319

[email protected]


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