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ILED > SEC Filings for ILED > Form 8-K on 26-Mar-2013All Recent SEC Filings

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Form 8-K for EVOLUCIA INC.


26-Mar-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement

On March 19, 2013, Evolucia Inc. (the "Company") entered into a Master Agreement (the "Master Agreement") with Sunovia Energy Technologies Europe Sp. z o.o. ("SETE"), an unaffiliated polish corporation, pursuant to which the parties agreed to establish a joint venture (the "JV") for the purpose of manufacturing, marketing, selling and distributing the Company's products within Europe. The JV will be formed as Evolucia Europe Sp. z o.o., a Polish corporation. Pursuant to the Master Agreement, the Company will receive 51% ownership of the JV and SETE will receive 49% ownership of the JV and the Company will appoint one of the three managers. The JV in turn will have the ability to transfer the right to manufacture, market, sell and distribute to third parties, which may be affiliates of SETE. In consideration for transferring the above rights to the JV, the JV is required to make a payment of USD $11,000,000 (the "JV Payment") to the Company prior to August 31, 2013. The Master Agreement has an initial term of 20 years but shall be terminated in the event the JV fails to make the JV Payment to the Company.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with the foregoing transactions.



Item 9.01 Financial Statements and Exhibits.

Exhibit   Description
Number

          Master Agreement by and between Evolucia Inc. and Sunovia Energy
10.1      Technologies Europe Sp. z o.o., a Polish Corporation, dated March
          19, 2013


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