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
22, 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)
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(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:
□
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
25, 2007, EESTech, Inc. (the “Company”) completed the acquisition of 50% of the
outstanding ordinary shares of ComEnergy Pty Ltd (“ComEnergy”) from Commonwealth
Scientific and Industrial Research Organisation (“CSIRO”). This acquisition is
detailed in the Company’s Current Report on Form 8-K filed on September 7, 2007,
as amended by the Company’s Form 8-K/A filed on December 10, 2007 (each a
“Filing” and, collectively, the “Filings”), which Filings are incorporated
herein by reference.
As
noted
in the September Filing, at the time of the acquisition, ComEnergy was the
holder of an Exclusive International License for the exploitation of Hybrid
Coal
and Gas Turbine (“HCGT”) Technology (the “License”). The License had been
granted to ComEnergy by CSIRO, and CSIRO retained all ownership and control
of
the HCGT Technology itself, including all of the research results of tests
performed on, intellectual property rights and patents related to, and
entitlements to licensing fees from the HCGT Technology. For a description
of
the HCGT Technology, please see the Company’s recent Quarterly Report filed with
the Securities and Exchange Commission on Form 10-QSB on November 14,
2007.
On
October 22, 2007 (the “Effective Date”), the Company, CSIRO, and ComEnergy
entered into a Termination and Technology Assignment Deed (the “Agreement”), a
copy of which is filed herewith. Pursuant to the terms of the Agreement,
the
License was terminated as of the Effective Date, and each of ComEnergy and
CSIRO
released the other from all obligations arising pursuant to the License.
Further, as of the Effective Date, CSIRO assigned to the Company, and the
Company accepted the assignment of, all of CSIRO’s rights, title, and interests
related to the HCGT Technology described in the Agreement, which includes
but is
not limited to all of the intellectual property rights and patents related
to
and future entitlements to license fees arising from the HCGT Technology.
Entry
into the Agreement, along with the promises and obligations of the parties
thereto, served as the consideration for the transactions contemplated in
the
Agreement.
As
of
October 22, 2007, neither the Company nor any of its affiliates, directors,
officers, or any associates thereof had a material relationship with CSIRO
unrelated to the Agreement or the transactions identified in the
Filings.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 above is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
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10.1
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Termination
and Technology Assignment Deed dated October 22, 2007 between the
Company,
CSIRO, and ComEnergy.
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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: December
13, 2007 |
By: |
/s/ Murray
Bailey |
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Name:
Murray Bailey
Title: Chief
Executive Officer
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