As filed with the Securities and Exchange Commission on
February 24, 2003
UNITED STATES 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):February 20, 2003
KNOWLEDGEMAX, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-29974 52-2151837
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
7900 Westpark Drive, Suite T-300
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 893-1800
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KNOWLEDGEMAX, INC.
INDEX
Information to be Included in the Report Page
Item 5. Other Events 3
Signatures 3
Item 5. Other Events
As discussed in the Form 8K filed with the Securities and Exchange Commission
on February 13, 2003, Knowledgemax, Inc. (the "Company") on February 3, 2003,
received a notification from its principal secured creditor, CrossHill
Georgetown Capital ("Crosshill") that it was in default of the loan agreement
dated July 29, 2002, as amended thereafter (the "Loan Agreement).
On February 4, 2003, the Company entered into a forbearance agreement with
Crosshill, which increased the maximum principal amount of the secured debt
from $1,000,000 to $1,150,000. The Company fully utilized those funds to
satisfy a portion of then existing debts and obligations, including payroll
and critical vendors. The Company is in default under the forbearance
agreement.
On February 20, 2003 Crosshill notified the Company that it intends to proceed
with the exercise of its rights and remedies under the Uniform Commercial Code.
Crosshill also demanded the immediate payment in full of all sums owing under
the Loan Agreement with the Company, and foreclosed on the assets of the
Company.
In connection with the foreclosure, the Board of Directors hired an independent
accounting and valuation firm to appraise the fair market value of the assets
of the Company. The appraisers reported a value of $300,000, using several
financial valuation approaches, which was substantially below the debts owed
the secured creditor, of $1,175,000. Therefore on February 20, 2003, the Board
of Directors for the Company met and approved the foreclosure by Crosshill.
As a result of the foreclosure of the Company assets, and as there is no
ability of the Company to satisfy the debts, with liabilities far in excess
of any assets now foreclosed, the Company ceased all operations on February
20, 2003. All employees were terminated on that date. Notifications are
being mailed to creditors. The Company has taken steps to cease operations,
and will conclude any mandatory filings effective immediately.
SIGNATURES
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 hereunto duly authorized.
KNOWLEDGEMAX, INC.
(Registrant)
Dated: February 24, 2003 --------------------------
By: /s/ E. Linwood Pearce
E. Linwood Pearce
Chairman and Chief
Executive Officer
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