The more I think about it, the sleezier it sounds... The filing describes a wealth transfer shell game used to pass on assets to a later generation, except that in this case, they throw in a public company into the mix. I wonder how the IRS views all this.
Gibson buys Stony's for $882,500 from his mom.
Gibson sells (merges) Stony's to (with) CVIA for 20,500,000 shares.
The new CVIA/Stony's keeps paying Momma Potts for Gibson's original acquisition of Stony's by assuming the note.
CVIA will end up paying TWICE for Stony's, the first time with shares and the second time with the note payments.
IMO, Gibson needs to pass on his CVIA shares to him mom to fulfil his buying obligation and eliminate the note. In effect, Gibson starts with nothing and ends with nothing buy a job.