UNITED STATES

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): November 29, 2018

 

ANVIA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware   000-55673   81-3416105

(State or other jurisdiction of

incorporation or organization)

 

Commission

file number

 

(IRS Employer

Identification No.)

 

1125 E. Broadway, Suite 770

Glendale, California 91250

(Address of principal executive offices)

 

(323) 713-3244

(Registrant’s telephone number)

 

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:

 

[  ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 29, 2018 Anvia Holdings Corporation (the “Company”) acquired all of the issued and outstanding common shares from the shareholders of Xamerg Pty Ltd., an Australian vocational education institution operating under the name Eagle Academy (the “Eagle Academy”), in accordance with a Share Sale and Purchase Agreement (the “Acquisition Agreement”) executed by the parties thereto. The Company purchased the shares of Eagle Academy for AU$1,300,000, to be paid over the next thirty days (the “Completion Date”). Furthermore, the Company has chosen to accept payment from the seller (or reduction in the purchase price) in the amount of AU$300,000 in regard to unused retained tuition, and agent commissions. The exact amount of such transfers will be recalculated at the Completion Date. The Company will also be taking over the guarantor responsibilities relating to the Eagle Academy’s leases on its four locations. In order to maintain the continuity of management during the transition of ownership the existing director of the Eagle Academy has agreed to remain in his current position for one year pursuant to an employment agreement between him and the Company.

 

The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On November 30, 2018, Anvia issued a press release announcing the acquisition of Xamerg Pty Ltd., an Australian vocational education institute operation under the name “Eagle Academy”. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference.

 

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic’s under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Share Sale and Purchase Agreement dated November 29, 2018 between the Company and Xamerg Pty Ltd.
99.1   Press Release issued November 30, 2018

 

 
 

 

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, thereunto duly authorized.

 

  ANVIA HOLDINGS CORPORATION
     
Dated: November 30, 2018 By: /s/ Ali Kasa
    Ali Kasa President

 

 
 

 

 

Exhibit 10.1

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

     
 

 

 

Exhibit 99.1

 

Anvia Holdings Corporation completes the acquisition of Leading Australian Vocational Education College Xamerg Pty Ltd

 

GLENDALE, CA / Globenewswire / November 30, 2018 / Anvia Holdings Corporation (OTCQB: ANVV) (the “Company” or “Anvia Holdings”) today announced that it has the acquisition all of the issued and outstanding shares of Xamerg Pty Ltd, an Australian Vocational Education institution, trading under the brand Eagle Academy (“Eagle Academy”).

 

Under the agreement Anvia Holdings through its fully owned subsidiary Anvia (Australia) Pty Ltd acquired 100% of Xamerg Pty Ltd outstanding shares for just under 1 Million USD (AUD 1,300,000). On November 29, the company executed a final and definitive agreement and shall file consolidated financials within 71 days of the definitive agreement date.

 

Gregory Knitter, President of Xamerg Pty Ltd said “I am pleased that the due diligence and the audit period completed as planned.”

 

Anvia (Australia) Pty Ltd, James Kennett, added “timely completion of due diligence and historical audit of Eagle Academy allows us to plan and focus on growing the academy and deliver quality education services to our students.”

 

About Xamerg Pty Ltd trading as Eagle Academy

 

Xamerg Pty Ltd was incorporated under Australian Securities & Investment Commission in 2000 by Gregory Knitter. The company has been a Registered Training Organization (RTO) under Australian Skills & Quality Authority (ASQA) to offer vocational education qualifications to Australian and Foreign Students.

 

Trading under Eagle Academy, the company has established itself as a leading education institution in Sports Management, English Language to foreign students, Business and Management.

 

The Eagle Academy has registration to deliver Nationally Recognised Training (NRT) in Government approved qualifications and courses from the Australian Qualifications Framework (AQF), from basic Certificates up to Diploma and Advanced Diploma level.

 

     
 

 

The Academy has campuses in two states in Australia, namely Queensland and Victoria but are accredited to deliver Australia wide. The Academy is CRICOS registered which means it can offer visa accredited courses to more than 1200 foreign students at any given time, and currently has students from more than 40 different countries from all over the world. Additional information can be found at www.eagleacademy.com.au

 

About Anvia (Australia) Pty Ltd

 

Anvia (Australia) Pty Ltd is fully owned subsidiary of Anvia Holdings Corporation trading on OTCQB -ANVV. The company owns Global Institute of Vocational Education Pty Ltd that is registered training organization offering Diploma in Business and corporate learning and development services to Australian and global market.

 

Anvia (Australia) Pty Ltd offers under Anvia recruiters placement and employment services to organizations across Australia from its own vocational institutes or people looking to upgrade and grow their career.

 

About Anvia Holdings Corporation

 

Anvia Holdings Corporation is a global technology and education service company that currently owns a number or proprietary software and mobile applications and educational platforms allowing individuals and organizations acquire formal qualifications or personal and leadership development through its platforms. Anvia Holdings Corporation trades on the OTCQB under the symbol ANVV.

 

For further information, please visit www.anviaholdings.com

 

Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933, are subject to Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbors created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the company, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and other results and further events could differ materially from those anticipated in such statements. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements.

 

SOURCE: Anvia Holdings Corporation

 

Contact : support@anviaholdings.com

Phone: 323 713 3244