James so you think this was a bad move? Looks like a very good movt imo...I think all you whinners better read this closer. Ask why they are cleaning up the company?
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2002
CORPORATE VISION, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 0-18824 73-1380820
(State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification Number)
3 Broad Street, Suite 3A
Charleston, South Carolina 29401
(Address of principal executive offices) (Zip Code)
(843) 534-1330
(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
Not applicable.
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.
Pursuant to the Asset Purchase Agreement, Filbin entered into a management agreement with GJG Management, LLC to perform
management services for Filbin for one year following the date of the sale. GJG Management, LLC is owned and controlled by
Gregory J. Gibson, the Company's chief executive officer and a director of the Company. In addition, Filbin agreed to lease
a building in Youngstown, Ohio out of which Stony's operated from Mr. Gibson for $7,500 per month for six months. The
Company retains ownership of certain trucks and trailers, which will be utilized as part of Filbin's fleet, subject to
Filbin's standard terms and conditions.
The Company's decision to sell its trucking operations was necessitated by operational and financial difficulties caused by
the Company's difficulties in funding its operations under its factoring line of credit with Systran, which had resulted in
a loss of business and declining revenues. As a result, the Company has decided to focus its operations on its waste hauling
operations operated through its CV Transportation, Inc. subsidiary.
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events and Regulation FD Disclosure.
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).
EES has the right under the EES Agreement to terminate its obligation to purchase shares in the event there is a materially
adverse change in the business or financial condition of the Company. On August 13, 2003, following the sale of the
Company's trucking operations (see Item 2), EES sent the Company a letter notifying the Company of its decision to terminate
its obligation to purchase shares of the Company's common stock under the EES Agreement. Following the receipt of the letter
from EES, the Company and EES renegotiated the EES Agreement, the material terms of which are as follows:
o EES shall be deemed to have purchased all shares of common stock purchased to date (13,383,580 shares) for all payments
made to the Company to date, net of amounts loaned back to the Company by EES. That results in a total purchase price
for the shares already purchased of $905,535.13, or $0.0676601 per share, instead of $0.125 per share as specified in
the original EES Agreement. As a result, the Company agreed to cancel the April 7, 2003 note from EES in the original
principal amount of $844,483.16.
o EES agreed to use $1,100,000 of payments from the technology royalty to purchase additional shares of common stock from
the Company on the following schedule: $20,000 from the royalty payment due for the quarter ended June 30, 2003; and
$60,000 from the royalty payment due for all succeeding quarters. The purchase price of each share purchase will be the
greater of $0.09 per share or the average market price of the Company's common stock for the five days preceding the
receipt of each royalty payment.
o EES no longer has the right to terminate its purchase commitment based on an existing or future material adverse change
in the Company's business or financial condition. Instead, EES only has the right to terminate its purchase commitment
in the event the Company fails to deliver certificates for any installment purchase to EES prior to the due date of the
next installment, or if the Company has a custodian, receiver or trustee appointed for it or a substantial part of its
assets, or if the Company voluntarily commences any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, or an involuntary proceeding is
commencement and not dismissed within ninety (90) days.
Amendment of Gulftex Energy Corporation Stock Purchase Agreement
In December 2002, the Company entered into another agreement (the "Gulftex Agreement") with EES, under which EES agreed to
utilize amounts it receives under the above-described technology royalty to acquire certain shares of common stock in
Gulftex Energy Corporation, n/k/a Gulftex Partners, Inc. ("Gulftex") that the Company received from the sale of a subsidiary
to Gulftex. EES granted the Company a security interest in EES's interest in the royalty agreement to secure its obligation
to purchase the shares.
EES also has the right to terminate its obligation under the Gulftex Agreement to purchase shares of Gulftex common stock
from the Company in the event there is a materially adverse change in the business or financial condition of Gulftex. EES
notified the Company of its decision to terminate its obligation to purchase shares of Gulftex common stock from the
Company. Following the receipt of the letter from EES, the Company and EES renegotiated the Gulftex Agreement. The material
change effected by the amendment was to defer EES's obligation to begin purchasing the Gulftex common stock until the
royalty payment for the quarter ended December 2005.
Exercise of Buyback Agreement
On March 5, 2002, when the Company purchased Stony's from Gregory Gibson ("Gibson"), the Company and Mr. Gibson executed a
right of rescission agreement, under which each had the right to rescind the acquisition under certain circumstances until
December 31, 2002. In the event the acquisition was rescinded, then Mr. Gibson would receive all shares of Stony's common
stock, and would be obligated to return all consideration received by him for the Stony's shares, which included 20,000,000
shares of common stock of the Company, $50,000 cash, and all amounts received by Gibson under a Cognovit Promissory Note in
the original principal amount of $150,000.
On December 31, 2002, at the scheduled expiration date of the rescission agreement, Gibson and the Company executed a
Buyback Agreement, which granted Gibson the right to repurchase Stony's from the Company in consideration for the return of
all consideration received by Gibson for Stony's, which included 20,000,000 shares of common stock of the Company, $50,000
cash, and all amounts received by Gibson under a Cognovit Promissory Note in the original principal amount of $150,000.
On August 11, 2003, the Company and Gibson executed an agreement under which Gibson repurchased Stony's. The Company and
Gibson agreed that Gibson would pay the buyback consideration as follows:
o Gibson's obligation to pay the Company $96,250 in cash would be applied against a Company subsidiary's obligation to
Gibson in the amount of $164,735, leaving a balance owing Gibson of $68,485;
o Gibson's obligation to return 20,000,000 shares of Company common stock to the Company would be satisfied by the return
of 17,792,998 shares of common stock to the Company and the cancellation of $68,485 that was owed Gibson by a
subsidiary of the Company.
In addition, the agreement between Gibson and the Company provided that Gibson's employment agreement with the Company would
be terminated. However, Gibson remains a director and chief executive officer of the Company. Finally, because Gibson's
shareholdings are less than 5% of the outstanding shares, the Stockholders' Agreement Concerning Corporate Vision,
Inc. dated March 5, 2002 by and among Gibson, the Company and Global Eco-Logical Services, Inc. automatically terminated
pursuant to Paragraph 2.6(b) thereof.
Settlement of Claims Against Stony's Trucking Co.
On August 11, 2003, the Company entered into a settlement agreement with Stony's and an agreement with Gibson to settle the
Company's claim against Stony's for $432,361.27 in advances made to Stony's. Under the agreements, Gibson agreed to pay the
Company $250,000 from the proceeds of the liquidation of certain receivables of Stony's that Gibson had a prior lien on to
secure advances he had made to Stony's. To satisfy the balance of the advances, Stony's assigned the Company its interest in
a royalty stream payable by Filbin of the Stony's assets from the revenues generated by the assets. The royalty is equal to
2% of revenues generated from the operations of Stony's for the period from February 1, 2004 to January 31, 2006, and is
subject to potentially substantial offsets by Filbin.
Establishment of CV Logistics, Inc.
In 2003, the Company formed a new subsidiary named CV Logistics, Inc. The subsidiary was formed to acquire the trucks and
trailers owned by Stony's that were not sold to Filbin. The subsidiary currently operates the trucks on an agency basis for
Filbin and for the benefit of CV Transportation, Inc., the Company's waste hauling subsidiary. The trucks and trailers are
currently subject to indebtedness to Key Bank in an amount in excess of their fair market value and that is in default. The
Company is in negotiations with Key Bank to restructure its indebtedness, but as of the date of this Form 8-K no definitive
agreement has been reached.
Item 6. Resignations Of Directors And Executive Officers.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits: None.
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
Not applicable.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
Not applicable.
Item 11. Temporary Suspension of Trading under Registrant's Employee Benefit Plans.
Not applicable.
Item 12. Results of Operations and Financial Condition.
Not Applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: January 12, 2004 CORPORATE VISION, INC.
/s/ Gregory J. Gibson
Gregory J. Gibson, Chief Executive Officer
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