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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 20, 2000
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TALK VISUAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 0-28330 95-4561156
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State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
3550 Biscayne Blvd.
Suite 704
Miami, Florida 33137
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 572-0575
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Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On July 20, 2000, pursuant to an Asset Purchase Agreement
("Agreement") dated June 22, 2000, between Talk Visual Retail Acquisitions,
Inc., ("TVRAI") a wholly owned subsidiary of the Registrant and Various Business
Management, Inc. ("VBM"), a New York corporation, the Registrant acquired
certain assets of VBM. The acquired assets were subsequently transferred by
TVRAI to Mundo Express of NY, Ltd., ("MXL") a newly formed New York corporation
and wholly owned subsidiary of the Registrant.
The consideration for the acquisition consisted of $350,000 in
cash payments and 1,066,718 shares of Registrant's common stock. The
consideration was determined based on arms-length negotiations. The 1,066,718
shares were valued at $0.5156 per share in accordance with the Agreement, based
on a ten day average closing price during the period June 12, 2000 through June
23, 2000, for a total value of $550,000. The purchase price is subject to a
downward adjustment, to be agreed upon, in the event VBM is unable to obtain a
lease assignment for any store location which is for a period of less than three
years. The adjustment is to be charged against the shares of common stock.
The assets acquired included a personal property lease, real
property leases and all leasehold improvements and structures on the leased real
property, signage, contracts, deposits, inventories, equipment, computer
hardware and software, telephone equipment, goodwill and know-how of eleven
retail store operations in the New York and New Jersey market areas.
The business in which the acquired assets are used is in
retail telephone call shops which include the sale of prepaid telephone cards,
pagers, cell phones, money transfer services, package delivery services and
other related product and service activities. The Registrant intends to continue
these business activities and the assets acquired will remain in use in the
facilities acquired. As part of the transaction, all of the previous employees
of VBM were offered and accepted employment by MXL.
The Registrant utilized funds from private placements of the
sale of common stock received June 29, 2000, and general operating funds to
satisfy the purchase price.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired.
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The Registrant has determined that the financial statements
are not required in this filing.
(b) Pro forma financial information.
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The Registrant has determined that pro forma financial
information is not required in this filing.
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<PAGE>
(c) Exhibits
2. Agreement dated June 22, 2000, by and between Talk Visual
Retail Acquisitions, Inc. and Various Business Management,
Inc.*
99 Press release dated June 26, 2000.*
* Previously filed.
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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.
TALK VISUAL CORPORATION
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(Registrant)
Date: October 3, 2000 By:/s/ Clinton H. Snyder
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Clinton H. Snyder
Secretary and
Chief Financial Officer
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