AVIANA, CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits
| Edgar Online, Inc. |
Item 1.01 Entry into a Material Definitive Agreement.
Letter of Intent with
On
TSG was formed in
The foregoing description of the terms of the TSG LOI is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Report, which is incorporated by reference herein.
Letter of Intent with EmployUS
On
EmployUS is a full service turnkey staffing company formed in September of 2010. Initially established to respond to the relief and recovery of the major oil spill in the
Item 3.02 Unregistered Sales of
On
The foregoing description of the Agreements are qualified in its entirety by reference to such Form of Subscription Agreement, which is filed as Exhibits 10.5, attached hereto and is incorporated herein by reference.
The Securities were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and Rule 506 of Regulation D promulgated under the Act. These transactions qualified for exemption from registration because among other things, the transactions did not involve a public offering, each investor was an accredited investor and/or qualified institutional buyer, each investor had access to information about the Company and their investment, each investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosure set forth under Items 1.01 and 5.02 of this Report, which disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
In connection with the closing of the Stock Purchase Agreement, on
On
As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.
Family Relationships
There are no family relationships between
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.
Employment Agreement
The Company has not entered into any employment agreements with any of its officers.
Item 8.01 Other Events
As conditions precedent to the completion of the transactions contemplated in the TSG LOI and EmployUS LOI, we have agreed to complete a 6.5-for-1 forward stock split, or such other split ratio as is mutually agreed upon by the parties, so that there are 34,000,000 shares of the Company's common stock issued and outstanding prior to the closing (the "Forward Stock Split") and a name change to better reflect the Company's new business (the "Name Change"). The Company intends to notify the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 TSG LOI datedAugust 27, 2013 . 10.2 EmployUS LOI datedAugust 27, 2013 . 10.3 Stock Purchase Agreement datedAugust 27, 2013 by and between the Company,Liudmila Yuziuk andJoseph Albunio . 10.4 Stock Purchase Agreement datedAugust 27, 2013 by and between the Company,Liudmila Yuziuk andBrian McLoone 10.5 Form of Subscription Agreement
| Wordcount: | 1639 |


Comment Request Notice of Centers for Medicare & Medicaid Services Posted in Federal Register
Advisor News
- Why advisors should offer retirement-longevity planning
- A hybrid approach outperforms the 4% Rule, researchers find
- The missing piece in most retirement plans
- Clients are bringing TikTok insurance advice into advisor meetings
- Embracing a family-centric approach to financial planning
More Advisor NewsAnnuity News
- The Manhattan Life Insurance Company Acquires Union Security Life Insurance Company of New York
- Cayman Islands premier to meet with U.S. reinsurance regulators
- Investigation finds deceptive sales, churning of annuities targeting postal workers
- Corebridge annuity sales slip ahead of Equitable marriage
- California teachers settle class-action lawsuit over in-plan annuity fees
More Annuity NewsHealth/Employee Benefits News
- PRIOR AUTHORIZATION METRICS PROVIDE NEW INSIGHTS INTO INSURER PRACTICES, BUT GAPS REMAIN
- Healthcare costs are a potent political issue in Georgia, but more for Democrats than Republicans
- Sources say Mangione expected to plead guilty
- NEW YORK STATE DEPARTMENT OF FINANCIAL SERVICES INTRODUCES GUIDANCE AND PROPOSED REGULATION TO STRENGTHEN NEW YORK'S SURPRISE MEDICAL BILL RESOLUTION PROCESS
- Luigi Mangione, facing stalking charges in federal court, is expected to plead guilty
More Health/Employee Benefits NewsLife Insurance News
- AM Best Affirms Credit Ratings of PT KB Insurance Indonesia
- Westaim Reports Q2 2026 Results for the Quarter Ended June 30, 2026 and Leadership Update for Ceres Life Insurance Company
- Bismarck man convicted of insurance fraud involving dead wife sentenced to prison
- Insurers, rating firms push back on NAIC credit rating oversight plan
- The Manhattan Life Insurance Company Acquires Union Security Life Insurance Company of New York
More Life Insurance News