If management doesn't receive a salary, does it receive consulting fees? And where has all the cash from EES and Filbin gone?
Amendment of Environmental Energy Services, Inc. Stock Purchase Agreement
In September 2002, the Company entered into a Stock Purchase Agreement (the "EES Agreement") to sell up to 20,000,000 shares of its common stock to Environmental Energy Services, Inc. ("EES") (OTCBB: EES) for $0.125 per share, for a total purchase price of $2,500,000. Under the EES Agreement, as modified in April 2003, EES is obligated to purchase such common stock from payments it is entitled to receive under a royalty agreement, with the amount of each payment being equal to the amount of the royalty payment less amounts used to satisfy prior liens on the royalty agreement. EES granted the Company a security interest in EES's interest in the royalty agreement to secure its obligation to purchase the shares. An advisory board member of the Company is the chairman and chief executive officer of EES, and owns shares of common stock in the Company.
To date, the EES has paid the Company $1,672,947.50 to purchase 13,383,580 shares of common stock of the Company under the EES Agreement. On April 7, 2003, the Company loaned EES $844,483.16 pursuant to a promissory note dated April 7, 2003 which bears interest at five percent (5%) per annum, and is secured by a lien on EES's interest in the royalty agreement. In connection with the loan, the Company and EES agreed that all distributions under the royalty agreement to which the Company is entitled shall be applied in the following manner: first to the payment of costs, interest and principal due under the April 7, 2003 Note, second to the purchase of additional shares of Company common stock under the EES Agreement, and third to the purchase of shares of Gulftex common stock from the Company under the Gulftex Agreement (see below).
Item 2. Acquisition Or Disposition Of Assets
On August 8, 2003, Stony's Trucking Company ("Stony's"), a wholly-owned subsidiary of Corporate Vision, Inc. (the "Company"), entered into an Asset Purchase Agreement under which Stony's sold substantially all of its assets to Filbin International, Inc. ("Filbin"), including office equipment, furniture, fixtures and equipment, customers, agent relationships, and tradenames. The assets sold consisted generally of the Company's trucking operations, excluding any trucks or trailers used in the trucking operations. The purchase price for the assets consisted of $250,000 cash, and contingent payment equal to two percent (2%) of revenue from the trucking operations for a two year period from February 1, 2004 to January 31, 2006. The purchase price did not include the assumption of any liabilities of Stony's or its subsidiaries. However, Filbin can pay certain presale liabilities to the extent necessary to ensure smooth operations following the sale, and in that event the amount of contingent payments will be reduced by the amount of debt paid. The Company, Stony's and both directors of the Company indemnified Filbin against any claims or liabilities arising prior to the sale.
