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) March 3, 2011
FRESHWATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-140595
(Commission File Number)
98-0508360
(IRS Employer Identification No.)
30 Denver Crescent, Suite 200, Toronto, Ontario, Canada M2J 1G8
(Address of principal executive offices and Zip Code)
(416) 490-0254
Registrant's telephone number, including area code
N/A
(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)
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
Further to our Form 8-K filed on May 11, 2010 with the Securities and Exchange Commission relating to the sale of a convertible note by us to an investor on May 5, 2010 in the principal amount of $55,000, on March 3, 2011, the investor converted $4,500 in principal amount of the note into 6,428,571 shares of our common stock in accordance with the terms of the note as described in the originally filed Form 8-K.
The issuance of our shares was made pursuant to the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Act”), provided by Section 4(2) of the Act and Rule 506 of Regulation D promulgated thereunder, to a sophisticated investor that acquired our securities for investment purposes and not pursuant to any general solicitation by us.
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.
FRESHWATER TECHNOLOGIES, INC.
/s/ Max Weissengruber
Max Weissengruber
President, CEO and Director
Date: March 14, 2011