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): January 25, 2010
TEDOM CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 333-148516 | 20-8235863 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5699 Kanan Road, #251, Agoura Hills, California | 91301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's
telephone number, including area code: (310)
335-5460
Not
applicable
(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 (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))
This Form
8-K and other reports filed by Tedom Capital, Inc. (“Tedom” or the “Company”)
from time-to- time with the Securities and Exchange Commission (collectively the
“Filings”) contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, the Company's
management, as well as estimates and assumptions made by the Company's
management. When used in the Filings, the words “anticipate,” “believe,”
“estimate,” “expect,” “future,” “intend,” “plan” or the negative of those terms
and similar expressions as they relate to the Company or the Company's
management identify forward-looking statements. Such statements reflect the
current view of the Company with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Company's
industry, operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of those risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Item
1.01 Entry into a
Material Definitive Agreement.
On
January 25, 2010, Tedom borrowed $20,000 from Ameris, LLC (the “Lender”), as
evidenced by an unsecured $20,000 Convertible 10% Promissory Note (the “Note”)
issued to the Lender. The Note is due and payable on January 25, 2011
(the “Maturity Date”); provided, however, that if Tedom completes a registered
public offering prior to the Maturity Date: (i) Tedom has the right to prepay
(without penalty) all or any portion of the Note out of the proceeds of the
registered public offering and (ii) the Lender has the right (but not
obligation) to demand immediate payment of the entire amount of the Note out of
the proceeds of the registered public offering. The Maturity Date of
the Note is subject to acceleration (at the Lender’s election) upon the
occurrence of certain events of default. After the occurrence of an
event of default, the interest rate on the Note automatically increases to 12%
per year or the maximum rate permitted by law. At any time prior to
the Maturity Date, the Lender has the right to convert all or any part of the
principal and/or accrued interest of the Note into shares of Tedom’s $0.001 par
value common stock at the rate of $0.15 per share. There is no
material relationship between Tedom or its affiliates and the Lender except for
previously reported loans of $20,000 and $18,500 from the Lender to the Company
by Convertible 10% Promissory Notes similar to the Note which remain
outstanding.
Item
2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
See Item
1.01 above for a description of the direct financial obligation created by the
Note.
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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.
| TEDOM CAPITAL, INC. | |||
|
Date:
January 26, 2010
|
By:
|
/s/ ERIC GRUNFELD | |
| Eric Grunfeld, Chief Executive Officer | |||
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