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
October
9, 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
October 9, 2007, EESTech, Inc. (the “Company”) entered into a Convertible Note
Subscription Agreement (the “Agreement”) with Prestige Pursuits Pty Ltd, an
Australian company (“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 $150,000 for the Note. As of the
date
of filing of this current report on Form 8-K (the “Filing”), the Subscription
Payment has been delivered to the Company, and that Note has been issued (the
“Issued Note”).
The
Issued Note was issued by the Company on October 10, 2007 in the principal
amount of US $150,000. The rate of interest of the Issued Note is ten percent
(10%) per annum. The Issued Note was issued to Subscriber through a transaction
that was exempt from the registration requirements of the Securities Act of
1933
(the “Act”) under Section 4(2) of the Act. The Issued Note is 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 $0.60 (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 Issued
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
3.02 Unregistered
Sale of Equity Securities.
The
information set forth in Item 1.01 above is incorporated by reference
herein.
Item
9.01 Financial
Statements and Exhibits.
| |
1.1
|
Convertible
Note Subscription Agreement dated October 9, 2007 between the Company
and
Prestige Pursuits Pty Ltd.
|
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
23, 2007 |
By: |
/s/ Murray
Bailey |
| |
Name:Murray
Bailey |
| |
Title:Chief
Executive Officer |