GVHIB Global Vision Holdings Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 6, 2013

 

GLOBAL VISION HOLDINGS, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		000-54050		27-2553082
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

19200 Von Karman, 6th Floor, Irvine, CA				92612
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 281-6438
Registrant’s Fax Number, Including Area Code: (949) 281-3801

 

 

__________________________________________

(Former Address, Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

£

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

£

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

£

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

£

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

On March 6, 2013, Global Vision Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware Corporation (the “Holder”) for the sale and issuance of an 8% convertible promissory note in the principal amount of $50,000 (the “Note”). The Note was funded pursuant to the Purchase Agreement on March 6, 2013.

 

The principal balance of the Note is convertible into Class B common stock of the Company, at the election of the Holder, beginning 180 days after the issuance of the Note. The conversion price of the Note is equal to 55% multiplied by the market price (as determined in accordance with the Note). The Note has a nine month term. During the first 180 days after the issuance of the Note, the Company has the right to prepay the principal and interest under the Note at a premium, which varies depending on the date of prepayment.

 

Interest on the Note accrues at a rate of eight percent (8%) per annum. The Note contains default provisions, including provisions for potential acceleration of the Note, a default premium, and default interest of twenty-two percent (22%).

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The convertible note described under Item 1.01 above was offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Regulation D promulgated thereunder. The offering was made to an “accredited investor” (as defined by Rule 501 under the Securities Act).

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)         James Wong resigned as Chief Operating Officer and as a Director of Global Vision Holdings, Inc., effective as of March 11, 2013 for personal reasons.

 

 

 

Item 9.01.              Financial Statements and Exhibits.

 

	Exhibit No.		Description
	99.1		Securities Purchase Agreement entered into by Global Vision Holdings, Inc. and Asher Enterprises, Inc., dated March 6, 2013.
	99.2		8% Convertible Promissory Note dated March 6, 2013.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	GLOBAL VISION HOLDINGS, INC.
Date: March 12, 2013	By:  /s/ Glen W.Carnes
	Name: Glen W. Carnes
	Title:  Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit Index

 

	Exhibit No.		Description
	99.1		Securities Purchase Agreement entered into by Global Vision Holdings, Inc. and Asher Enterprises, Inc., dated March 6, 2013.
	99.2		8% Convertible Promissory Note dated March 6, 2013.