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): February 28,
2010
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United
eSystems, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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000-49745
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91-2150635
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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IRS
Employer
Identification
Number
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2150
N. Highway 190
Covington,
Louisiana
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70433
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (228)
832-1597
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(Former
name or former address if changed since last
report)
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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 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-14(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
3. Securities and Trading Markets
Item
3.02. Unregistered Sales of Equity Securities.
On
February 28, 2010, United eSystems, Inc. closed a private placement of its
common stock and issued and sold 5,072,500 shares of common stock to a limited
number of accredited and non-accredited investors for gross proceeds of
$1,014,500. The shares were sold at a price of $0.20 per
share. The offer and sale was conducted on behalf of the company by a
FINRA-licensed broker-dealer who served as placement agent in the offering and
received a sales commission equal to 7% of the gross proceeds of the offering,
or $71,015, and a financial advisory/management fee equal to 2% of the gross
proceeds of the offering, or $20,290.
The
shares were offered and sold without registration under the Securities Act of
1933 in reliance upon the exemption provided by Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder, and may not be offered
or sold in the United States in the absence of an effective registration
statement or exemption from the registration requirements under the Securities
Act. An appropriate legend was placed on the shares of common stock
issued.
This
Current Report on Form 8-K is neither an offer to sell nor a solicitation of an
offer to buy any of these securities. This report is being filed
pursuant to and in accordance with Rule 135c under the Securities
Act.
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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.
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UNITED
eSYSTEMS, INC.
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Dated: March 4,
2010
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By:
/s/ Walter Reid Green, Jr.
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Walter
Reid Green, Jr.
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Chief
Executive Officer and Chief Financial
Officer
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