8-K 1 f8k082112_rvplus.htm CURRENT REPORT f8k082112_rvplus.htm


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) August 21 2012

RVPLUS, INC.

(Exact name of registrant as specified in its charter)

Delaware
 
333-168768
 
27-1986126
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2500 Plaza 5, 25th Floor
Harborside Financial Center
Jersey City, New Jersey, 07311

   
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code  (201) 815-2220
 
 

 (Former name or former address, if changed since last report.)
100 Congress Avenue
Suite 2000
Austin, Texas 78701

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)

o Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

o Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
 
 
 

 
 
Entry into Material Definitive Agreement and Change of Company Address
 
Section 1 - Registrant’s Business and Operations
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On August 20, 2012, RVPLUS, Inc. doing business as ECCO2 Tech Dot Com (“RVPL”) entered into a 10-year Purchase and Sale Agreement (“Agreement”) for a total of $1.8 billion (USD) with the MINISTRY OF ENVIRONMENT FOR KATSINA STATE WITHIN THE FEDERAL REPUBLIC OF NIGERIA for the project deployment of the ECCO2 Civil Society Network Programme for Nigeria ("Programme") with a monthly payment schedule for first twelve months of pro forma invoices to total the amount of $250 million (USD) and the remaining balance of $1.55 billion to split into monthly pro forma invoices over the remaining nine year duration following the first year of the Agreement. RVPL will supply Programme with energy efficiency and renewable energy products and services as specified in Section 1.1 of the Memorandum of Understanding by all parties, collectively that are referred to as ECCO2 Civil Society Network Programme for Nigeria. Such description is qualified in its entirety by reference to the complete terms and conditions for the Exhibit A of the Purchase and Sale Agreement within the Memorandum of Understanding signed and accepted by all parties, collectively that are referred to as ECCO2 Civil Society Network Programme for Nigeria, a copy of which is included herewith as Exhibit 10.1 to this Report and incorporated herein by reference.
 
Item 2.02 Results of Operations and Financial Condition.
 
The Company recently filed a Form-10K, annual report on August 13, 2012. The Company has relocated primary office from Austin, Texas to a rental office space in Jersey City New Jersey, in efforts to be closer to United Nations headquarters in New York City and legal, accounting, banking, production, logistical partners that the Company does business with on a regular basis.
 
The Company continues to operate as a partner and supplier for American made products that reduce energy consumption and carbon emissions in facilities and transportation. These operations include projects for climate change, social affairs, and economic development with RVPlus’ sister company, ECCO2 Corp, an admitted NGO for United Nations Department of Social Affairs.

Item 9.01 Financial Statements and Exhibits.
 
List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report.
 
b) Exhibits
 
10.1*   
Memorandum of Understanding signed and accepted by all parties, collectively referred to as ECCO2 Civil Society Network Programme for Nigeria, including Exhibit A - Purchase & Sale Agreement by and between RVPLUS, Inc. and the MINISTRY OF ENVIRONMENT FOR KATSINA STATE WITHIN THE FEDERAL REPUBLIC OF NIGERIA date July 31, 2012 and affective August 20, 2012.
 
* Incorporated by reference herein
 
 
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FORWARD-LOOKING STATEMENTS:
 
This Current Report on Form 8-K contains forward-looking statements about RVPLUS’ business affairs with a foreign government agency. These statements involve risks and uncertainties, and actual results may differ materially from RVPLUS’ expectations. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, whether RVPLUS’ will be able to complete and fulfill actions specified within agreements with affiliated parties. Other risks and uncertainties that can affect RVPLUS’ performance are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended April, 30 2012 which are on file with the Securities and Exchange Commission (SEC) and are available on the SEC’s website at www.sec.gov and on RVPLUS' Company Website http://www.ecco2tech.com/investors.html. All information provided in this Current Report on Form 8-K is as of August 20, 2012, and RVPLUS’ undertakes no duty to update this information unless required by law.
 
 
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SIGNATURES
 
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.
     
Dated: August 21, 2012
By:
/s/ Cary Lee Peterson
 
  Cary Lee Peterson  
  Chief Executive Officer  
  (Registrant)  
 
 
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