UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
July
3, 2006
Date
of
Report (Date of earliest event reported)
EESTECH,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-32863
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33-0322627
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number )
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Identification
No.)
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23011
Moulton Parkway, Suite A-10
Laguna
Hills, California 91311
(Address
of principal executive offices and zip code)
(949)
380-4033
(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.
On July
3, 2006, EESTech, Inc. (the “Company”) entered into a Share Sale Agreement
with Global Power and Water, Inc. and Liquatech Pty Ltd. and a Share Sale
Agreement with Gregory Paxton and Liquatech Pty Ltd. (collectively, the
“Agreements”). Under the Agreements, the Company will acquire a 58% interest in
Liquatech Pty Ltd. In accordance with the terms and conditions of the
Agreements, the Company will issue 999,268 shares of its common stock to Greg
Paxton, a consultant to the Company’s Research & Development Division, and
552 shares of its common stock to Global Power and Water, Inc. In exchange,
the
Company will receive 999,820 shares of common stock of Liquatech Pty Ltd. The
Company expects to complete the transaction in the second quarter of
2007.
Liquatech
Pty Ltd. is a holding company that operates its business through its
wholly-owned subsidiary, Liquatech Turbine Pty Ltd. Liquatech Turbine Pty Ltd.
and the Australian Government Research Agency Commonwealth Scientific and
Industrial Research Organization each own 50% of a joint venture known as
ComEnergy Pty Ltd. ComEnergy Pty Ltd. holds the exclusive international
marketing and production rights to the Hybrid Coal and Gas Turbine (HCGT)
intellectual property.
The
Share
Sale Agreements are attached as Exhibits 10.1 and 10.2 and incorporated herein
by reference.
The
shares of the Company’s common stock were offered and being sold to each of the
investors in a transaction made in reliance upon an exemption from registration
pursuant to Section 4(2) promulgated under the Securities Act of
1933.
Item
3.02 Unregistered
Sales of Equity Securities.
The
information set forth in Item 1.01 of this report is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
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(c)
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Exhibits |
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Exhibit
No.
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Description
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10.1
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Share
Sale Agreement between the Company, Global Power & Water, Inc. and
Liquatech Pty Ltd. dated July 3, 2006.
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10.2
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Share
Sale Agreement between the Company, Gregory Paxton and Liquatech
Pty Ltd.
dated July 3, 2006.
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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.
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EESTECH,
INC. |
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| Date: January
31, 2007 |
By: |
/s/ Murray
Bailey |
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Name:
Murray Bailey |
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Title: Chief
Executive Officer and Chief Financial
Officer
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