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 13, 2011
 
SAVWATT USA, INC.
(Exact name of registrant as specified in its charter)
 
Delaware   000-52402   27-2478133
(State or other jurisdiction
of incorporation)
 
(Commission File
Number) 
 
(IRS Employer
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):

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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 December 19, 2011, 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 19, 2011
    27,027,027     $ 10,000  
Debt Conversion
    (1 )
December 20, 2011
    103,000,000     $ 10,300  
Debt Conversion
    (2 )
December 22, 2011
    42,857,143     $ 15,000  
Debt Conversion
    (1 )
December 27, 2011
    150,000,000     $ 50,000  
Debt Conversion
       
December 28, 2011
    (10,256,410 )   $ 20,000  
Cancellation of previously issued stock
    (3 )
December 29, 2011
    50,000,000     $ 14,000  
Debt Conversion
    (1 )
January 3, 2012
    83,000,000     $ 8,300  
Debt Conversion
    (2 )
________________
(1)  
Represents same entity.
(2)  
Represents same entity.
(3)  
Represents cancellation of shares issued in an aborted debt conversion transaction.
 
No broker or underwriter was involved in any of the above transactions. Management believes the above shares of Common Stock were issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.
 
Issuance of Registered Shares

In addition to the above issuances of unregistered equity securities, the Company has issued the following shares pursuant to a form S-8 Registration Statement filed with the Commission on December 13, 2011:
 
Date of Issuance
 
Shares
   
Consideration
 
Reason for Issuance
 
                 
                 
December 13, 2011
    25,000,000     $ 17,500  
Consulting Fees
 
December 13, 2011
    50,000,000     $ 35,000  
Consulting Fees
 
December 13, 2011
    25,000,000     $ 17,500  
Consulting Fees
 
December 27, 2011
    50,000,000     $ 25,000  
Consulting Fees
 
 
"As of January 6, 2012, there are 3,192,078,480 outstanding shares of the Registrant's Common Stock, $0.0001 par value."
 
 
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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.
 
  SAVWATT USA, INC.  
       
DATED: January 6, 2012
By:
/s/ Isaac H Sutton  
    Isaac H. Sutton  
    Chief Executive Officer  
 
 
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