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): December 1, 2010
SAVWATT USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-52402 27-2478133
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
1100 Wicomico Street, Suite 700, Baltimore, Maryland 21224
(Address of Principal Executive Offices) (Zip Code)
6801 Eastern Avenue, Suite 203, Baltimore, Maryland 21224
(Former Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (866) 641-3507
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 communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.133-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Since November 30, 2010, the Company has issued the following securities
without registration under the Securities Act of 1933:
COMMON STOCK ISSUED:
Date of Issuance Shares Consideration Reason for Issuance
---------------- ------ ------------- -------------------
December 1, 2011 2,000,000 $ 80,200 Services rendered
December 1, 2011 6,000,000 $240,600 Services rendered
December 2, 2011 2,777,778 $ 25,000 Debt Conversion
December 7, 2011 1,000,000 $ 22,100 Services rendered
December 7, 2011 750,000 $ 7,500 Debt Conversion (1)
December 14, 2011 1,500,000 $ 7,500 Debt Conversion (1)
January 5, 2011 100,000 $ 1,250 Services rendered
January 5, 2011 1,750,000 $ 1,750 Debt Conversion (1)
January 11, 2011 4,692,700 $ 46,927 Debt Conversion
January 16, 2011 2,000,000 $ 70,000 Services rendered
January 16, 2011 1,000,000 $ 10,000 Additional Consideration
paid for extension of Loan
January 16, 2011 5,000,000 $ 20,000 Debt Conversion (2)
January 16, 2011 5,000,000 $ 25,000 Debt Conversion
January 17, 2011 2,500,000 $ 35,000 Services
February 19, 2011 9,090,900 $ 25,000 Debt Conversion (3)
February 19, 2011 9,090,900 $ 25,000 Debt Conversion (3)
February 19, 2011 5,000,000 $ 15,250 Debt Conversion (2)
February 24, 2011 7,000,000 $ 19,677 Debt Conversion (4)
March 3, 2011 8,428,572 $ 14,750 Debt Conversion (2)
March 3, 2011 10,000,000 $ 17,500 Debt Conversion (4)
March 3, 2011 6,250,000 $ 25,000 Debt Conversion (3)
March 8, 2011 1,219,512 $ 5,000 Debt Conversion
March 16, 2011 8,000,000 $ 18,800 Debt Conversion (2)
March 16, 2011 10,000,000 $ 25,000 Debt Conversion (3)
March 23, 2011 10,000,000 $ 30,000 Services rendered
March 24, 2011 3,896,104 $ 9,000 Debt Conversion
March 28, 2011 13,333,334 $ 20,000 Debt Conversion (1)
March 29, 2011 15,000,000 $ 30,000 Debt Conversion
----------
(1) Represents same entity.
(2) Represents same entity.
(3) Represents same entity.
(4) Represents same entity.
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PREFERRED STOCK ISSUED:
On December 29, 2010, the Company's Board of Directors approved certain
resolutions fixing and designating a number of shares and the rights,
preferences, privileges and restrictions to the Series A Convertible Preferred
Stock ("Series A Preferred") and authorized the officers of the Company to file
a Certificate of Designation of Series A Convertible Preferred Stock with the
Secretary of State of Delaware ("Certificate of Designation"). In January 2011,
the Secretary of State of Delaware approved the filing of the Certificate of
Designation.
In January 2011, the Board of Directors of the Company approved the
issuance of 5,000,000 shares of Series A Preferred to Sutton Global Associates,
Inc., a related party owned by our President, Isaac H. Sutton, in exchange for
the cancellation of $250,000 in indebtedness owed by the Company to Sutton
Global Associates, Inc. The 5,000,000 shares of Series A Preferred were, in
fact, issued to Sutton Global Associates, LLC on February 4, 2011.
No broker or underwriter was involved in any of the above transaction
Management believes the above shares of Common Stock and Series A Preferred
Stock were issued pursuant to the exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended. No broker or underwriter was involved
in any of the above transactions.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
As discussed above in Item 3.02, the Company filed a Certificate of
Designation with the Secretary of State of Delaware on January 10, 2011. Each
share of Series A Preferred is convertible into ten (10) shares of the Company's
common stock. Each share of Series A Preferred is entitled to 500 votes on any
matters considered and voted upon by the Company's holders of common stock.
The consequences of the Certificate of Designation and the subsequent
issuance of 5,000,000 shares of Series A Preferred to Sutton Global Associates,
LLC are (i) that in the event Sutton Global Associates, LLC converts the Series
A Preferred into common stock, the then shareholders of the Company will incur
dilution of their equity ownership position in the Company; and (ii) Sutton
Global Associates, LLC, having the right to cast 2,500,000,000 votes on any
matter presented to, and voted upon by, the Company's shareholders, effectively
controls the nomination, selection and election of directors, an entrenches
management such that it cannot be removed from office without the vote and
consent of Sutton Global Associates, LLC and its owner, Isaac H. Sutton, the
Company's President.
ITEM. 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On April 1, 2011, the Company appointed Adam Kolodny to the position of
Chief Financial Officer. Mr. Kolodny will be compensated at the rate of $6,000
per month. No employment agreement was entered into between the Company and Mr.
Kolodny. Mr. Kolodny's business experience and background are set forth in the
biographical information set forth below.
Mr. Kolodny is a seasoned senior executive with cross-industry experience
in the management of high growth, dynamic global companies. From 2008 through
2010, Mr. Kolodny served as an operational and financial consultant for
companies engaged in, among other things, manufacturing and data services. From
2001 through 2007, Mr. Kolodny served as the Chief Operating Officer and Chief
Financial Officer for PT-1 Communications. He was appointed to this position by
that company's secured lenders. Mr. Kolodny was instrumental in the
re-engineering of PT-1 Communications.
Mr. Kolodny began his professional career as an accountant with Laventhol &
Horwath, where he focused on technology and public companies. He received his
Bachelor of Business Administration (Accounting) from Hofstra University n 1986.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DATED: April 1, 2011
SAVWATT USA, INC.
By: /s/ Michael Haug
---------------------------------
Michael Haug
Chief Executive Officer
