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): February 25, 2005
NEW VISUAL CORPORATION
(Exact name of registrant as specified in its charter)
Utah 95-4545704
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
0-21875
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(Commission File Number)
5920 Friars Road, Suite 104, San Diego, California 92108
(Address of principal executive offices, including Zip Code)
(619) 692-0333
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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 5.02 (b) AND (d) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
New Visual Corporation (the "Company") announced that Ivan Berkowitz
resigned from the Company's board of directors (the "Board of Directors")
effective as of February 25, 2005 in order to pursue other interests. In
connection with Mr. Berkowitz's resignation, the Company and Mr. Berkowitz
entered into an agreement pursuant to which the Company has agreed to indemnify
Mr. Berkowitz against claims arising from his service as a director of the
Company to the extent that such claims are not covered by the Company's officers
and directors liability insurance and subject to certain standard exceptions.
The Company also announced that Jack Peckham has been elected to serve
as a director of Company effective as of March 3, 2005. Mr. Peckham has been
appointed to serve on the audit and compensation committees of the Board of
Directors.
Mr. Peckham was not selected pursuant to an agreement or understanding
between the Company and any other person. During the two years immediately
preceding Mr. Peckham's election, there has been no transaction or proposed
transaction between the Company and Mr. Peckham or any member of Mr. Peckham's
immediate family.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
None.
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: March 3, 2005
By: /s/ Brad Ketch
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Brad Ketch
President and Chief Executive Officer