C00257-2015

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jan 22, 2015
2. SEC Identification Number
A200003008
3. BIR Tax Identification No.
205357210000
4. Exact name of issuer as specified in its charter
MAX'S GROUP, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
11th Floor EcoPlaza Building, 2305 Chino Roces Avenue Extension Makati City Postal Code 1231
8. Issuer's telephone number, including area code
(632) 7849000
9. Former name or former address, if changed since last report
PANCAKE HOUSE, INC.
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON SHARES 1,087,082,024
11. Indicate the item numbers reported herein
ITEM NO. 2

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Max's Group, Inc.MAXS

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of eMax's LLC
Background/Description of the Disclosure

Further to our disclosure dated 30 June 2014 relating to the acquisition by Max’s Group, Inc. (“MGI” or the “Company”) of the corporate entities comprising the Max’s Group of Companies (the “Integration”), we disclose that the management of the Company has recommended that the Board of Directors of MGI consider including eMax’s, LLC (eMax) in the Integration. eMax is a duly registered entity in Colorado, USA, primarily engaged in the granting of franchises for the development and operation of restaurants under the Max’s brand name within the North American territory. eMax holds the franchise and intellectual property rights for Max’s restaurants for North America. eMax is currently held by certain principal shareholders of the Company. Such an acquisition will allow all shareholders of MGI to benefit from the expected growth of the Max’s restaurant business in North America, consistent with the Company’s strategy and rationale for the Integration.

The transaction is expected to be submitted for the approval of the respective boards of directors of the Company and eMax in the fourth quarter of 2014, upon the availability of third party valuation opinions to be commissioned by the Company, as customary for related party transactions to ensure that the transaction is fair from a financial point of view and customary due diligence. When the transaction terms (including timing) are finalized and approved by the Board of Directors of MGI, the corresponding disclosures will be made.

This transaction will allow the Company to consolidate all revenues generated from franchising operations of Max’s outlets in North America. eMax’s LLC reported sales amounting to US$630,782 or equivalent to approximately P28,231,910 for the year ended 31 December 2013. (F/X rate is based on closing BSP rate of P44.76 as of 03 October 2014)
Date of Approval by
Board of Directors		 Jan 22, 2015
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This transaction will allow the Company to consolidate all revenues generated from franchising operations of Max’s outlets in North America.
Details of the acquisition or disposition
Date Jan 22, 2015
Manner

Membership Interest Purchase Agreement
Description of the company to be acquired or sold

eMax is a duly registered entity in Colorado, USA, primarily engaged in the granting of franchises for the development and operation of restaurants under the Max’s brand name within the North American territory. eMax holds the franchise and intellectual property rights for Max’s restaurants for North America. eMax is currently held by certain principal shareholders of the Company.
The terms and conditions of the transaction
Number of shares to be acquired or disposed -
Percentage to the total outstanding shares of the company subject of the transaction -
Price per share Price indicated as an aggregate
Nature and amount of consideration given or received

US$513,000
Principle followed in determining the amount of consideration

By mutual agreement of parties, supported by third party valuation opinion
Terms of payment

In full, by way of wire transfer on the effective date of the transaction
Conditions precedent to closing of the transaction, if any

None
Any other salient terms

None
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Max Buyer
Fuentebella Enterprises LLC Seller
Fine Feathers Ventures LP Seller
William E. Rodgers Seller
Effect(s) on the business, financial condition and operations of the Issuer, if any

Such an acquisition will allow all shareholders of MGI to benefit from the expected growth of the Max’s restaurant business in North America, consistent with the Company’s strategy and rationale for the Integration.
Other Relevant Information

At the regular meeting of the Board of Directors of Max's Group, Inc. held today, 22 January 2015, the Board approved the acquisition of all the membership interests and/or shares of stock in eMax's LLC.
Filed on behalf by:
Name Rebecca Arago
Designation Compliance Officer & Corporate Information Officer