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

February 9, 2011

Date of Report
(Date of Earliest Event Reported)
 
Tuffnell Ltd.

(Exact name of registrant as specified in its charter)

Nevada
 
000-53610
 
26-2463465
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

81 Oxford St,
London W1D 2EU
United Kingdom

  (Address of principal executive offices)

011-44-020-7903-5084

  (Registrant's telephone number, including area code)

N/A

  (Former name and former address, if changed since last report)
 
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))
 
 
 
 

 
 

Section 3.   Securities and Trading Markets
 
Item 3.02
Unregistered Sales of Equity Securities
   
 On February 9, 2011, Tuffnell Ltd., a Nevada corporation (the “ Company” ), closed a private placement of 266,667 common shares at $.75 per share for a total offering price of $200,000.  The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended.  The private placement was fully subscribed to by a non U.S. Corporation.

 
 

 

 
 
 
Signatures

 
Date: February 14, 2011
Tuffnell Ltd.
 
     
     
 
/s/ George Dory
 
 
George Dory, Chief Executive Officer and President