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
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(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)
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| 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))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
3.02 Unregistered
Sale of Equity Securities.
At
a
special meeting of the shareholders of EESTech, Inc. (the “Company”) held on
November 23, 2007, the shareholders of the Company approved an amendment
to the
Company’s Certificate of Incorporation increasing the authorized shares of the
Company’s common stock from 20,000,000 to 100,000,000 (the “Amendment”).
Following the Amendment, the Company has issued shares of common stock to
several individuals and entities, arising out of obligations described below.
This current report on Form 8-K is intended to disclose these
issuances.
The
Consultancy Agreements
In
its
current report filed on Form 8-K on June 6, 2007, which filing and exhibits
thereto is incorporated herein by reference, the Company disclosed that it
had
entered into two Consultancy Agreements. Pursuant to the terms of the
Consultancy Agreements, the Company is obligated to issue shares of common
stock
of the Company to Australia Corporation Consulting Pty. Ltd. and Murray James
Bailey at specified intervals, and also upon obtaining the approval of the
Amendment.
On
November 29, 2007, 1,137,500 shares of common stock of the Company were issued
to Australia Corporation Consulting Pty. Ltd. pursuant to the terms of its
Consultancy Agreement with the Company. These shares of common stock were
issued
in reliance upon Section 4(2) of the Securities Act of 1933 (the
“Act”).
On
November 29, 2007, 3,239,174 shares of common stock of the Company were issued
to Murray James Bailey pursuant to the terms of his Consultancy Agreement
with
the Company. These shares of common stock were issued in reliance upon Section
4(2) of the Act.
The
Financial Advisory and Capital Raising Agreements
In
its
current report filed on Form 8-K on November 29, 2007, which filing is
incorporated herein by reference, the Company disclosed that it had entered
into
two Financial Advisory and Capital Raising Agreements. Pursuant to the terms
of
the Financial Advisory and Capital Raising Agreements, the Company is obligated
to issue shares of common stock of the Company to Montrose Partners LLP at
specified intervals, including upon obtaining the approval of the
Amendment.
On
November 29, 2007, 10,000 shares of common stock of the Company were issued
to
Montrose Partners LLP pursuant to the terms of the Financial Advisory and
Capital Raising Agreements with the Company at a price per share of UD $0.85.
These shares of common stock were issued in reliance upon Section 4(2) of
the
Act.
Other
Issuances
Gaylord
Beeson is one of the directors of the Company, and as consideration for such
services, he is entitled to receive 5,000 shares for each fiscal quarter
of the
Company during which he served as director. On November 29, 2007, 10,000
shares
of common stock of the Company were issued to Gaylord Beeson as consideration
for his services to the Company as a director for the quarters ended June
30,
2007 and September 30, 2007. These shares of common stock were issued in
reliance upon Section 4(2) of the Act.
On
November 29, 2007, 1,670,000 shares of common stock of the Company were issued
to Paul McCafferty and/or his nominees as consideration for various services
provided by Paul McCafferty between October 2004 and November 2007 to the
Company and its subsidiaries. These shares of common stock were issued in
reliance upon Section 4(2) of the Act.
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
26, 2007 |
By: |
/s/
Murray Bailey |
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Name:
Murray Bailey |
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Title:
Chief
Executive Officer
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