Unassociated Document
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
September
14, 2007
Date
of
Report (Date of earliest event reported)
EESTECH,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-32863
|
33-0922627
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
No.)
|
| |
|
|
1260
S. Highway 89, Building 1, Suite H-5
Chino
Valley, Arizona 86323
(Address
of principal executive offices and zip code)
(928)
636-6255
(Registrant’s
telephone number, including area code)
(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:
□
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.
Convertible
Note Subscription Agreement
On
September 14, 2007, EESTech, Inc. (the “Company”) entered into a Convertible
Note Subscription Agreement (the “Agreement”) with Richard Thearle Hart, and
individual resident of New South Wales, Australia (“Subscriber”), regarding the
subscription for and issuance of a convertible note (the “Note”). As of the date
of the Agreement, neither the Company nor any of its affiliates had a material
relationship with Subscriber unrelated to the Agreement.
Pursuant
to the terms of the Agreement, Subscriber agreed to make a subscription payment
to the Company in exchange for the Note (“Subscription Payment”). Subscriber
agreed to pay a Subscription Payment of US $60,000 for the Note. As of October
1, 2007, the date of filing of this current report on Form 8-K (the “Filing”),
the Subscription Payment has not been delivered to the Company, and that Note
has not been issued.
Upon
receipt of the Subscription Payment by the Company, the Note will be issued.
The
rate of interest of the Note will be ten percent (10%) per annum. The Note
is
proposed to be issued to Subscriber through a transaction that will be exempt
from the registration requirements of the Securities Act of 1933 (the “Act”)
under Section 4(2) of the Act. The Note will be convertible into common shares
of the Company’s stock (“Company Stock”), and such conversion shall be
accomplished by dividing the outstanding principal and accrued interest on
the
Issued Note as of the date of conversion by a price per share of Company Stock
of $0.33 (the resulting number of shares of Company Stock being the “Conversion
Shares”).
Under
the
terms of the Agreement, the Subscriber has irrevocably agreed that the Note
shall be converted to Company Stock on the fifth business day following the
date
upon which the Company has received authorization from its shareholders to
increase the Company’s authorized share capital by an amount that exceeds the
number of Conversion Shares.
Item
9.01 Financial
Statements and Exhibits.
| |
1.1
|
Convertible
Note Subscription Agreement dated September 14, 2007 between the
Company
and Richard Thearle Hart.
|
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.
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|
|
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EESTECH,
INC. |
|
|
|
| Date: September
28, 2007 |
By: |
/s/ Murray
Bailey |
| |
Name:
Murray Bailey |
| |
Title:Chief
Executive Officer |