Creative Vistas Inc - Current report filing (8-K)
18 Julio 2008 - 5:01AM
Edgar (US Regulatory)
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): July 17, 2008
CREATIVE
VISTAS, INC.
(Exact
name of Registrant as specified in its Charter)
Arizona
|
0-30585
|
86-0464104
|
(State
or other Jurisdiction)
|
(Commission
|
(IRS
Employer
|
of
Incorporation)
|
File
Number)
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Identification
No.)
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2100
Forbes Street
Unit
8-10
Whitby,
Ontario, Canada L1N 9T3
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (905) 666-8676
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:
o
|
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)
|
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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))
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ITEM
1.01
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Entry
into a Material Definitive
Agreement
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On
July
16, 2008, Creative Vistas, Inc. (the “Registrant”) entered into a Consulting
Agreement (the “Consulting Agreement”) with Nationwide Solutions Inc.
(“Nationwide”) pursuant to which Nationwide will provide general business
consulting services including business development, formalizing reports and
negotiating or preparing sales agreements, vendor agreements, business plans,
budgets, business presentations, finance agreements and equity agreements.
The
Consulting Agreement will terminate on July 16, 2012 unless extended or earlier
terminated pursuant to the terms of the Consulting Agreement. The Registrant
will pay to Nationwide an annual consulting fee of $325,000 for each calendar
year during the term of the Consulting Agreement. The chairman of the board
of
Nationwide, Sayan Navaratnam, is also the chairman of the board of the
Registrant.
ITEM
1.02
|
Termination
of a Material Definitive
Agreement
|
On
July
16, 2008, a subsidiary of the Registrant, AC Technical Systems Ltd., Nationwide
and Sayan Navaratnam entered into a Termination and Release Agreement (the
“Termination Agreement”) terminating the consulting agreement between AC
Technical Systems Ltd., Nationwide and Sayan Navaratnam dated January 1, 2004
(the “2004 Agreement”). Pursuant to the 2004 Agreement, Nationwide provided
business consulting services to AC Technical Systems Ltd. Pursuant to the
Termination Agreement, Nationwide waives the right to payment of any amounts
presently due or due in the future to Nationwide and AC Technical Ltd. agrees
that all requirements of the Consultant and Sayan Navaratnam under the 2004
Agreement are extinguished and terminated in full. The chairman of the board
of
Nationwide, Sayan Navaratnam, is also the chairman of the board of the
Registrant. In connection with Sayan Navaratnam’s resignation as Chief Executive
Officer of the Registrant effective May 5, 2008 and because the 2004 Agreement
provided business consulting only to the Registrant’s subsidiary, AC Technical
Systems, Ltd., the Consulting Agreement described in Item 1.01 was necessary
to
provide such business consulting services to the Registrant and replaces the
2004 Agreement. The 2004 Agreement is also terminated because the consulting
fee
paid to Nationwide under the Consulting Agreement is reduced from the fees
required under the 2004 Agreement and pursuant to the terms of the Termination
Agreement all amounts due under the 2004 Agreement have been
waived.
ITEM
9.01
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Financial
Statements and Exhibits
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(d)
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The
following exhibits are filed as part of this
Report:
|
|
10.1
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Consulting
Agreement, dated July 16, 2008, between Creative Vistas, Inc. and
Nationwide Solutions Inc.
|
|
10.2
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Termination
and Release Agreement, dated July 16, 2008, between AC Technical
Systems
Ltd., Nationwide Solutions Inc. and Sayan
Navaratnam
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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 hereunto
duly authorized.
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CREATIVE
VISTAS, INC.
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Date:
July 17, 2008
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|
|
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By:
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/s/
Heung
Hung Lee
|
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Name:
Heung
Hung Lee
|
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Title:
Chief
Financial Officer
and
Secretary
|
Creative Vistas (CE) (USOTC:CVAS)
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