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): December 28, 2007
Commission File Number 000-52263
CAVIT SCIENCES, INC.
(Exact name of registrant as specified in its charter)
Florida 03-0586935
(State or Other Jurisdiction (I.R.S Employer
of Incorporation or Organization) Identification Number)
100 East Linton Boulevard, Suite 106B,
Delray Beach , Florida 33483
(Address of principal executive offices)
(561)278-7856
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: Not Applicable
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 December 28, 2007, the Registrant entered into a Lease Agreement with
Daycon Investors Associates, Inc. covering approximately 1,800 square feet of
laboratory space and an additional 500 square feet of warehouse space in a
building located at 20 N.W. 181st Street, Miami, Florida 33169. The Lease
Agreement is for a one year term that will expire on December 31, 2008, and may
be extended for additional one year periods upon the mutual consent of the
parties. The base rent for this space is $5,337.34 per month. In addition, the
Registrant has agreed to reimburse the landlord for $45,000 in tenant
improvements. This $45,000 will be paid out over the first six months of the
lease.
On December 28, 2007, the Registrant entered into a one year consulting
agreement with Dr. Joseph P. D'Angelo, who will consult with and advise the
Registrant with respect to the Registrant's food supplement and herbal lines
described in Item 2.01, below. Dr. Angelo will receive 250,000 shares of free
trading the Registrant's common stock as payment for his consulting services.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously reported in Registrant's Current Report on Form 8-K filed
with the Commission on February 14, 2007, the Registrant acquired a complete
food supplement and herbal line for the enhancement of health from Daycon
Investors Associates, Inc., Americare Nutritional Division ("Americare"). As a
result of this acquisition, the Registrant acquired ingredients, combinations
and proprietary formulations which have beneficial effects upon certain body
conditions, including, but not limited to, heart disease, cancer, diabetes,
obesity, hypertension, stress, arterial buildup, cardiovascular diseases,
menopausal symptoms and cholesterol. The Registrant issued a $250,000 promissory
note to Americare in consideration of the asset transfer.
Since February 2007, the Registrant and Americare have been working
together to identify additional food supplement and herbal products and
formulations to transfer to the Registrant. On December 28, 2007, Americare and
the Registrant executed an Amended Asset Purchase & Royalty Agreement to add
additional assets and amend the $250,000 promissory note previously issued to
Americare. The amended promissory note provides for an initial payment of
$25,000 on or before January 4, 2008. The amended promissory note will be paid
from additional financing and provides that the Registrant shall reduce the
principal of the note by delivering to Americare 20% of the gross amount of
additional financing received by the Registrant until the amended promissory
note is paid in full.
The Amended Asset Purchase & Royalty Agreement also provides that the
Registrant will pay Americare $25,000 for each additional product formula the
Registrant acquires from Americare in the future, if any.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.1 Amended Asset Purchase & Royalty Agreement between Cavit
Sciences, Inc. and Daycon Investors Associates, Inc., Americare
Nutritional Division, dated December 28, 2007.
10.2 Lease Agreement between Cavit Sciences, Inc. and Daycon Investors
Associates, Inc., dated December 28, 2007.
10.3 Agreement to Engage Dr. Joseph P. D'Angelo as Consultant between
Cavit Sciences, Inc. and Dr. Joseph P. D'Angelo, dated December
28, 2007.
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 thereunto authorized.
Date: January 4, 2008 CAVIT SCIENCES, INC.
By: /s/ Colm J. King
-------------------------------------
Colm J. King
President and Chief Executive Officer
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Exhibit Index
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.1 Amended Asset Purchase & Royalty Agreement between Cavit
Sciences, Inc. and Daycon Investors Associates, Inc., Americare
Nutritional Division, dated December 28, 2007.
10.2 Lease Agreement between Cavit Sciences, Inc. and Daycon Investors
Associates, Inc., dated December 28, 2007.
10.3 Agreement to Engage Dr. Joseph P. D'Angelo as Consultant between
Cavit Sciences, Inc. and Dr. Joseph P. D'Angelo, dated December
28, 2007.