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
November 29,
2007
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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000-32863
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33-0922627
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On
September 24, 2007, EESTech, Inc. (the “Company”) entered into a Share Swap
Agreement (the “Agreement”) with HTC Hydrogen Technologies Corp. (“HTC”)
concerning the acquisition by the Company of all of the outstanding shares
(the
“CO2 Shares”) of CO2 Technologies Pty Ltd (“CO2”), a wholly-owned subsidiary of
HTC. The Company reported the execution of the Agreement by filing a Current
Report on Form 8-K on September 24, 2007 (the “Filing”), which Filing is
incorporated herein by reference.
Pursuant
to the terms of the Agreement, the Company agreed to issue 10,000,000 shares
of
common stock of the Company (the “Company Shares”) in exchange for the CO2
Shares. Prior to issuance of the Company Shares, however, the Company needed
to
obtain shareholder approval to amend the Company’s Certificate of Incorporation
to increase the Company’s authorized capital from 20,000,000 shares to
100,000,000 shares (the “Amendment”). A vote was taken at a special meeting of
the shareholders of the Company on November 23, 2007, and the Amendment was
approved. On November 29, 2007 (the “Closing Date”), the Company Shares were
issued to HTC, the CO2 Shares were transferred to the Company, and all of
the
other transactions contemplated by the Agreement were completed.
As
of the
Closing Date, neither the Company nor any of its affiliates, directors,
officers, or any associates thereof had a material relationship with HTC
unrelated to the Agreement.
Item
3.02 Unregistered
Sale of Equity Securities.
The
information set forth in Item 2.01 above is incorporated herein by
reference.
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: December
11, 2007 |
By: |
/s/ Murray
Bailey |
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Name:
Murray Bailey
Title: Chief
Executive Officer
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