~SUGO .0123 8K Filing...
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
On January 26, 2015, CaerVision Global, Inc., a Nevada corporation (the “Company”) entered into a Stock Purchase Definitive Agreement (the “Agreement”) with Vitall, Inc., a Delaware corporation (“Vitall”). Pursuant to the terms of the Agreement, the Company agreed to acquire all of the issued and outstanding capital stock of Vitall in exchange for certain consideration as set forth in the Agreement.
In accordance with the terms of the Agreement, the Company agreed to a share exchange in which:
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Settlements with various debt holders in which prior officers, directors, preferred shareholders, and current common shareholders would receive twenty five percent (25%) of the post-merger issued and outstanding shares; and
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Current Vitall, Inc. shareholders would receive seventy five percent (75%) of the post-merger issued and outstanding shares.
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In addition, Jack Zhang, CEO of Vitall, Inc. will be appointed as President and CEO, and a Director of CaerVison Global, Inc. Simultaneously, Frederick Pucillo, Jr. will retire from his positions as President and Director.
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Erwin Vahlsing, Jr. will remain as Chief Financial Officer and a director, and Thomas Craft, Jr. will also remain as a director of the Company.
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.01 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS;
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.
Pursuant to the Agreement, the Company will issue 15,000,000 shares of its Common Stock to the shareholders of Vitall, Inc.
The issuance of the shares is exempt from registration in reliance upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.