-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B/lDwZEI9RUtTYydiIVxNwf184DIV6hO2NnosdJWR2rkR3NfY0GNgif+EABazfWR 0QStiIwokiN3wohnw1rbeA== 0001393905-09-000246.txt : 20090615 0001393905-09-000246.hdr.sgml : 20090615 20090615172906 ACCESSION NUMBER: 0001393905-09-000246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090610 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090615 DATE AS OF CHANGE: 20090615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARIBBEAN VILLA CATERING CORP CENTRAL INDEX KEY: 0001425042 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 450557179 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-151840 FILM NUMBER: 09892697 BUSINESS ADDRESS: STREET 1: 38 PLAYA LAGUNA CITY: SOSUA, PUERTO PLATA STATE: G8 ZIP: 28001 BUSINESS PHONE: (809) 853-7784 MAIL ADDRESS: STREET 1: 38 PLAYA LAGUNA CITY: SOSUA, PUERTO PLATA STATE: G8 ZIP: 28001 8-K 1 cvilla_8k.htm cvilla_8k.htm
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): June 10, 2009

CARIBBEAN VILLA CATERING CORPORATION
(Exact name of registrant as specified in its charter)
 
  Nevada
  333-151840
  45-0557179
(State or other jurisdiction of incorporation)
  (Commission File Number)
  (IRS Employer Identification No.)
     
 
2470 Saint Rose Parkway, Suite 304
Henderson, NV 89074
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (809)-571-3363


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 (see General Instruction A.2. below):

[  ] 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)
 
[  ] 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))
 
 
 


 
 

 

 
ITEM 1.01                      ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
 
On June 10, 2009, Caribbean Villa Catering Corporation (the “Company”) entered into a binding letter of intent (the “Letter of Intent”) with JSC Globotek (“Globotek”), a Russian joint stock company engaged in the energy reclamation business.  The Letter of Intent contemplates the acquisition of 100% of the issued and outstanding capital of Globotek by a newly formed subsidiary of the Company in exchange for shares of the Company (the “Merger”).  The closing of the Merger, which is expected to occur on or before July 31, 2009 unless otherwise extended by the parties, is subject to a number of conditions including the negotiation and execution of the definitive agreement, approval of the Globotek shareholders, and further due diligence by both parties.

Item 7.01                         REGULATION FD DISCLOSURE

On June 15, 2009, the Company issued a press release concerning the matters discussed above. A copy of such press release is being furnished as Exhibit 99.1 to this current report on Form 8-K.
 
The information in this Item 7.01 of this current report on Form 8-K, together with the information in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any registration statement or other document filed with the SEC.


ITEM 9.01.                       FINANCIAL STATEMENTS AND EXHIBITS
 
(c) Exhibits. The following documents are filed as exhibits to this report:

99.1
 
Press Release dated June 15, 2009
 












 
2

 


 

SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CARIBBEAN VILLA CATERING CORPORATION
     
June 15, 2009
By:
 /S/ Robert Seeley
   
Robert Seeley
   
President
 
 
 











 
3

 


EXHIBIT INDEX
 
99.1
 
Press Release dated June 15, 2009
 
 




 
4

 

EX-99 2 cvilla_ex99.htm cvilla_ex99.htm
JSC Globotek Signs Binding Letter of Intent for a Reverse Merger With Caribbean Villa Catering Corp.

New York, NY – June 15, 2009 - JSC Globotek (“Globotek”), a Russian joint stock company in the energy reclamation business, announced today that it has signed a binding letter of intent (LOI) which contemplates a reverse merger with Caribbean Villa Catering Corp.  (OTCBB: CVCC), a Nevada corporation. Globotek has recently engaged Russian Retail Services, LLC’s US-based division, Strategic Capitalization Group, to manage and oversee the process of going public in the United States and to assist Globotek with the expansion of their global enterprise.
 
Under the terms of the LOI, Caribbean Villa Catering Corp. (OTCBB: CVCC) would acquire all of the outstanding shares of common stock of Globotek in exchange for shares of Caribbean Villa Catering Corp. (OTCBB: CVCC) pursuant to the contemplated merger /exchange agreement. Following the closing of the anticipated merger/exchange, Globotek would emerge as the surviving company with a name and ticker symbol change to follow.
 
The merger/exchange is subject to a number of conditions, including the execution of  a definitive merger/exchange agreement, stockholder approval, the completion of financing arrangements between the two parties, and further due diligence.
 
Commenting on the potential merger/exchange, Dmitry Lukin, the CEO of Globotek, stated: "After significantly growing our Russia based business over the past few years, I strongly believe that the next logical step in our corporate development is having our stock quoted for sale in a public market in the United States.  The greater access to capital and overall visibility afforded by operating as a publicly-traded organization should play an instrumental role in our ability to expand both through acquisition and the organic growth of our existing business."
 
Mr. Lukin concluded, "With the guidance of Strategic Capitalization Group, and our initial independent due diligence review we believe that a reverse merger with Caribbean Villa Catering Corp. (OTCBB: CVCC) represents a solid opportunity to take Globotek to an international level. I look forward to updating our stockholders on our progress with regard to pursuing this agreement in the very near future."
 
About JSC Globotek
 
Globotek is the developer and owner of a unique technology for the processing of Associated Petroleum Gas (APG) or Natural Casing Head Gas (NCHG) that is carried out at the drilling field by a Modular Mobile Structure. Globotek’s process involves the use of block-modular mobile complexes that each contains mini gas processing units.  Globotek presently supplies only the Russian market but its product can be utilized wherever APG is flared.  The amount of flared gas in Russia alone is equivalent to fifty million tons of oil per year and the flaring has far reaching effects on the environment, public health and the economy.
 

 
 

 

 
About Strategic Capitalization Group
 
Strategic Capitalization Group, a New York based entity operating as a division of Russian Retail Services LLC., is in the business of bringing prominent and profitable Russian private companies public in the United States via reverse merger.  They provide each of their Russian entity clients with comprehensive advisory services that include identifying an appropriate public vehicle, bringing on securities counsel and independent auditors, assisting in securing lines of credit as needed, hiring professionals as required, as well as other valuable services.  For further information about Strategic Capitalization Group, you may visit www.worldscg.com.
 
Forward-Looking Statements
 
This release contains forward-looking statements, including, without limitation, statements concerning our business and possible or assumed future results of operations. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons including: our ability to continue as a going concern, adverse economic changes affecting markets we serve; competition in our markets and industry segments; our timing and the profitability of entering new markets; greater than expected costs, customer acceptance of our products or difficulties related to our integration of the businesses we may acquire; and other risks and uncertainties as may be detailed from time to time in our public announcements and SEC filings. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law. There is no assurance that a definitive agreement will be completed.
 
Contact:
 
Investor Relations
 
info@worldscg.com
 
214-722-3029
 

-----END PRIVACY-ENHANCED MESSAGE-----