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): April 24, 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 April 24, 2013, Global Vision Holdings, Inc. (the “Company”) issued a promissory note to JMJ Financial (“Lender”), having principal amount of up to $500,000 for up to $450,000 in consideration with a ten percent original issue discount (the “Note”). The Note was funded as to $50,000 on April 24, 2013.
The principal balance of the Note is convertible into Class B common stock of the Company, at the election of the Holder, at any time after the issuance date. The conversion price of the Note is based on a measure of the market price of the Class B common stock (as determined in accordance with the Note). The Note has a one year term. The Company may repay the Note at any time on or before 90 days from the issuance date and incur no interest in addition to the original issue discount; or if the Company does not repay the Note during that time period, a 12% interest rate shall apply. The Note contains default provisions, including provisions for potential acceleration of the Note and a default premium.
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).
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: April 30, 2013 | By: /s/ Glen W. Carnes |
| | Name: Glen W. Carnes |
| | Title: Chief Executive Officer |
