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
Date
of
Report:
July
16,
2007
Solution
Technology International, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-27842
|
52-1988677
|
| |
|
|
|
(State
of Incorporation)
|
(Commission
File Number )
|
(IRS
Employer Identification No.)
|
Garrett
Information Enterprise Center
685
Mosser Road, Suite 11
McHenry,
MD 21541
(Address
of principal executive offices) (Zip Code)
(301)
387-6900
(Registrant's
telephone number)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following provisions
(see
General
Instruction A.2 below):
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
3.02. Unregistered Sales of Equity Securities.
On
July
16, 2006 the Registrant (“Solution Technology International”) issued a total of
17,500,000 shares of its common stock, $0.01 par value per share, for total
payments of $175,000 from the following individuals in the following amounts
and
a warrant for the issuance of 25,000,000 shares of common stock at an exercise
price of $.01 per share that is exercisable for two years to Idis Holdings
LLC:
|
Name
|
Number
of Shares
|
Amount
Paid
|
|
Idis
Holdings LLC
|
15,000,000
|
$150,000
|
|
Joel
H. Bernstein
|
2,500,000
|
$25,000
|
| |
|
|
|
TOTAL
|
17,500,000
|
$175,000
|
Under
the
terms of equity investment by these investors Solution Technology International
has agreed to register these shares.
The
above
securities were issued pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933, as amended, to a person who is sophisticated
in such transactions and who had knowledge of and access to sufficient
information about Solution Technology International to make an informed
investment decision. The purchasers of these securities were aware that they
would receive restricted securities.
Item
8.01
Other Events.
Solution
Technology International has entered into a term sheet with Westside Capital
LLC
to provide $2.8 million in financing through the issuance of 7,000,000 warrants
at increasing exercise prices of $0.075, $0.12 and $0.20. Solution Technology
International will register the shares of its common stock underlying the
warrants. The financing is dependent upon completion of due diligence to the
satisfaction of Westside Capital LLC.
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 thereunto
duly authorized.
| |
|
|
| |
By: |
/s/
Dan
L. Jonson |
| |
Dan
L. Jonson |
| |
President
and
Chief Executive Officer |
Date:
July 20, 2007