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| AVGG.OB > SEC Filings for AVGG.OB > Form 8-K on 18-Mar-2009 | All Recent SEC Filings |
18-Mar-2009
Completion of Acquisition or Disposition of Assets, Financial Sta
On March 17, 2009, the Company completed the Sale of the Membership Interest to FX Direct.
The aggregate purchase price of the Membership Interest was approximately $26,000,000, of which $9,000,000 was paid in cash at the closing of the Sale and the remaining $17,000,000 is payable in 36 equal monthly installments of $472,222.22, bearing interest at the rate of 10% per annum and evidenced by a subordinated promissory note that was issued pursuant to a Cash Subordinated Loan Agreement ("Loan Agreement"), which is attached as an exhibit to the Purchase Agreement. The Loan Agreement provides the Company with an increased interest rate in the event of late payments by the Purchaser and with the remedy of liquidation in the event of a default. The Company previously received approximately $250,000 from the Purchaser in full satisfaction of amounts owed to the Company for providing certain services to the Purchaser.
The Company intends to retain the proceeds of the Sale for general working capital purposes and to engage in new business opportunities.
(b) Pro Forma financial information.
In accordance with Item 9.01(b)(2) of Form 8-K, the Registrant is filing the pro forma financial information required by Item 9.01(b)(1) with this Report.
(d) Exhibits.
99.1 Purchase and Sale Agreement dated January 26, 2009 (Previously filed pursuant to the Company's Current Report on Form 8-K filed on January 30, 2009.)
99.2 Pro Forma Financial Statements
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.
By: /s/ Alex Stelmak
Name: Alex Stelmak
Title: Chief Executive Officer
Dated: March 18, 2009
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