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 (DATE OF EARLIEST EVENT REPORTED): JULY 14, 2006
US ENERGY INITIATIVES CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Georgia 333-33134 58-2267238
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2701 North Rocky Point Drive, Suite 325, Tampa, Florida 33607
-------------------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (813) 287-5787
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 (see General Instruction A.2. below):
[ ] 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 14, 2006, we completed an offering of our $845,000 principal amount
15-month promissory note (the "Note") to Dutchess Private Equities Fund, II,
L.P. (the "Investor") for aggregate gross proceeds of $650,000. The Note bears
interest at a rate equal to 12% per month. On or before July 31, 2006 through
November 30, 2006, we shall make payments to the Investor in an amount equal to
100% of each put from the Equity Line of Credit with the Investor given by us to
the Investor under that certain Investment Agreement dated as of November 4,
2005 which we entered into with the Investor (the "Investment Agreement"). Our
initial payment will be due on July 31, 2006 and all subsequent payments will be
made at the closing of every put to the Investor thereafter until the Note is
paid in full. Commencing on December 31, 2006, we shall make payments to the
Investor in an amount equal to the greater of (i) 100% of each put to the
Investor from us, or (ii) 1/12th of the outstanding balances due on this Note
and any notes currently outstanding between the Company and the Investor dated
March 23, 2006 and December 20, 2005. In the event that on the maturity date
we have any remaining amounts unpaid on the Note, the Investor can exercise its
right to increase the face amount by 10% and an additional 2.5% per month, pro
rata for partial periods, as liquated damages. In addition, our obligation to
repay the principal and accrued interest under the Note, as well as our
$1,412,500 principal amount one-year promissory note which we issued to Dutchess
Private Equities Fund, L.P. on March 23, 2006, and our $1,362,500 principal
amount one-year promissory note which we issued to the Investor on December 20,
2005, is secured by all of our assets pursuant to a certain Security Agreement
which we entered into on March 23, 2006.
We claim an exemption from the registration requirements of the Act for the
private placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investors were accredited investors
and/or qualified institutional buyers, the investors had access to information
about the company and their investment, the investors took the securities for
investment and not resale, and we took appropriate measures to restrict the
transfer of the securities.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit
Number Description
-------------- ----------------------------------------------------
10.1 Promissory Note of US Energy Initiatives Corporation dated as of
March 23, 2006.
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.
U.S. Energy Initiatives Corporation
Date: July 21, 2006 /s/ Mark Clancy
-----------------------------------
Mark Clancy
Chief Executive Officer