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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: February 3, 2012
LATITUDE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-54194 26-1284382
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
2595 NW BOCA RATON BLVD., SUITE 100, BOCA RATON, FL 33431
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(Address of Principal Executive Offices) (Zip Code)
(561)417-0644
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Registrant's telephone number, including area code
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(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:
[ ] 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)
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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LINE OF CREDIT
On February 1, 2012, Latitude Solutions, Inc. ("the Company") entered into a $5
Million Revolving Asset-Based Line of Credit ("Line of Credit") with Crestmark
Bank ("Crestmark.")
The Line of Credit provides for the Company to have access to $5 Million in
capital. The Line of Credit is paid for by the assignment of the accounts
receivable to Crestmark. The Credit Line has an interest rate of 2.75% in excess
of the prime rate reported by the Wall Street Journal per annum.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
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PRESS RELEASE
The information in this Item 7.01 of this Current Report is furnished pursuant
to Item 7.01 and shall not be deemed "filed" for any purpose, including for the
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that Section. The information in this Current Report on Form 8-K
shall not be deemed incorporated by reference into any filing under the
Securities Act or the Exchange Act regardless of any general incorporation
language in such filing.
On February 2, 2012, the Company made a press release announcing the Asset Based
Credit Line. The text of the press release is attached hereto as Exhibit 99.1.
On February 8, 2012, the Company made a press release announcing the deployment
of the Company's proprietary Electro-PrecipitationTM (EPTM) water remediation
technology pursuant to an agreement entered into with an oil and gas company in
the Permian Basin of West Texas.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
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ORGANIZATION OF LATITUDE ENERGY SERVICES, LLC
On January 20, 2012, the Company and the other managing members agreed to
dissolve Latitude Energy Services, LLC, a 70% owned subsidiary that was to
provide water remediation services to the oil, gas and energy industries. At the
time of the dissolution, Latitude Energy Services, LLC was organized under the
laws of the State of Nevada.
On February 3, 2012, the Company converted the Latitude Energy Services, LLC
that had been dissolved in the State of Nevada into and organized a new limited
liability company in the State of Florida, called Latitude Energy Services, LLC.
The Company owns 100 % of the outstanding equity of Latitude Energy Services,
LLC, and Messrs. Jeffrey Wohler and Matthew Cohen, officers and directors of the
Company are the managing members of Latitude Energy Services, LLC.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(D) EXHIBITS. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
EXHIBIT NO. DESCRIPTION
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3.1 Articles of Organization of Latitude Energy Services, LLC
99.1 Press Release, dated February 2, 2012
99.2 Press Release, dated February 8, 2012
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.
LATITUDE SOLUTIONS, INC.
By: /s/ Matthew J. Cohen
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Matthew J. Cohen, Chief Financial Officer
Date: February 16, 2012