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
28, 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.
Deed
On
September 28, 2007, EESTech, Inc. (the “Company”) entered into a Deed (the
“Deed”) with Maxwell Damian Conrad and Cleo Sonia Conrad, individual residents
of London, England (together, “Conrad”), regarding the revolving unsecured
convertible loan from Conrad to the Company. 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 Deed, Conrad has agreed to make available to the Company
a
revolving line of credit, from which the Company has and may continue to
drawdown funds (the “Loan”). As of the date of the Deed, the Company had
exercised its drawdown option with respect to approximately US $1,425,306.00
since March 19, 2007.
The
Deed
contemplates that, within five days of the increase in authorized shares of
the
Company’s common stock (the “Stock”), any outstanding amount of the Loan will be
converted into shares of Stock at a strike price of either US $0.30 or US $0.35
per share of Stock, as detailed in Schedule 4 to the Deed (the “Conversion”).
The issuance of the Stock in conjunction with the Conversion is anticipated
to
take place 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.
Item
9.01 Financial
Statements and Exhibits.
| |
1.1
|
Deed
dated September 28, 2007 between the Company and
Conrad.
|
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: October
22, 2007 |
By: |
/s/ Murray
Bailey |
| |
Name:
Murray Bailey |
| |
Title: Chief
Executive Officer |