Attached files
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): July 1, 2011
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 June 30, 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
---------------- ------ ------------- -------------------
July 1, 2011 4,132,231 $16,116 Debt Conversion
July 20, 2011 10,256,400 $20,000 Debt Conversion
July 20, 2011 10,101,810 $23,335 Debt Conversion (1)
July 20, 2011 20,833,300 $50,000 Debt Conversion (2)
July 20, 2011 19,230,800 $50,000 Debt Conversion (2)
July 22, 2011 4,058,442 $12,500 Debt Conversion (1)
July 25, 2011 19,607,900 $50,000 Debt Conversion (2)
July 26, 2011 4,563,561 $ 9,828 Debt Conversion
July 26, 2011 12,175,325 $37,500 Debt Conversion (1)
July 26, 2011 2,673,800 $ 8,610 Debt Conversion (1)
July 26, 2011 12,422,360 $40,000 Debt Conversion (1)
July 27, 2011 2,332,362 $ 8,000 Debt Conversion (1)
July 27, 2011 30,000,000 $37,500 Debt Conversion (4)
July 28, 2011 3,409,091 $10,500 Debt Conversion (1)
August 2, 2011 50,000,000 $50,000 Debt Conversion (2)
August 3, 2011 6,190,476 $ 6,500 Debt Conversion (1)
August 10, 2011 16,071,429 $18,000 Debt Conversion (1)
August 10, 2011 20,269,786 $21,893 Debt Conversion (1)
August 14, 2011 53,333,333 $40,000 Debt Conversion (3)
August 17, 2011 25,000,000 $25,000 Debt Conversion (2)
August 21, 2011 25,000,000 $25,000 Debt Conversion (2)
August 23, 2011 800,000 $ 1,280 Services Rendered
August 31, 2011 47,619,048 $30,000 Debt Conversion
September 1, 2011 2,000,000 $ 3,600 Services Rendered
September 1, 2011 5,000,000 $ 9,000 Services Rendered
September 6, 2011 30,000,000 $ 6,250 Debt Conversion (4)
September 12, 2011 5,000,000 $ 4,000 Debt Conversion (3)
September 13, 2011 27,715,925 $22,173 Debt Conversion (3)
October 4, 2011 51,144,018 $26,500 Debt Conversion
October 4, 2011 17,807,585 $20,000 Debt Conversion
----------
(1) Represents same entity.
(2) Represents same entity.
(3) Represents same entity.
(4) Represents same entity.
2
No broker or underwriter was involved in any of the above transaction
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. No broker or underwriter was involved in any of the above transactions.
ITEM. 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS WITH
CERTAIN OFFICERS
On October 13, 2011, SavWatt USA, Inc. ("Company") made certain management
changes to realign the authority and responsibility of our management team.
Isaac H. Sutton, our President, was appointed as our Chief Executive Officer,
and is now our President and Chief Executive Officer. Adam Kolodny, our Chief
Financial Officer, was appointed as our Chief Operating Officer, and is now our
Chief Financial Officer and Chief Operating Officer. Michael Haug, our former
Chief Executive Officer, was appointed to our newly created office of Executive
Vice President and Eco Hub Development. Biographical information for our
officers is set forth below.
ISAAC H. SUTTON, PRESIDENT, CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR
Mr. Sutton, age 57, is an entrepreneurial marketing executive. He combines
in-depth global marketing experience with practical business knowledge. His
experience includes founding positions at Aprica Juvenile Products, Fusen Usagi,
Inc., Exus Networks, Inc., Starinvest Group, Inc., and, GoIP Global, Inc. His
career began at I.S. Sutton & Sons, Inc., an importer of products from the Far
East. In 1978, he managed a major Ronald McDonald import Doll Promotion for one
year overseas at the age of 24. Examples of his innovative marketing work and
vision can be seen in the companies he founded. His goal-driven accomplishments
in Uzbekistan drew upon his considerable aptitudes to successfully implement a
World Bank project designed to assist the country in increasing its GNP for
cotton. Mr. Sutton earned his Bachelor of Arts degree from Pace University in
New York.
ADAM KOLODNY, CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER
Mr. Kolodny, age 48, 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 in 1986.
MICHAEL F. HAUG, EXECUTIVE VICE PRESIDENT OF SALES AND ECO HUB DEVELOPMENT
As an experienced insurance and financial representative since 1993,
Michael F. Haug, age 45, has worked for well known companies such as Liberty
Mutual, John Hancock, and AIG. He also formed his own insurance agencies called
Financial Solutions in 1999 and Z-Group International in 2007. In 2007 Michael
became heavily involved in commercial lighting, working as consultant to Global
Green Works and later AEI lighting. A graduate of The University of Baltimore in
1990 in Business Administration, Michael has always had a passion for businesses
to improve their Leadership in Energy & Environmental Design (LEED). His
motivation and mission in life has been green projects and energy efficient
lighting. Michael is proud to bring lighting education to the forefront. He has
helped municipalities, private enterprises, and schools save money and energy by
increasing their awareness of energy efficient lighting. Michael also has been
affiliated with many LEED programs to stay on top of the ever changing energy
environment. This diversification has helped propel Michael to the top of the
financial and energy lighting work place.
3
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On September 21, 2011, the Company amended its Certificate of Incorporation
to increase the number of shares of all classes which the Company has authority
to issue to 5,000,000,000 of which 4,800,000,000 shall be Common Stock with a
par value of $.0001 per share, and 200,000,000 shall be Preferred Stock with a
par value of $.0001 per share.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1.1 Certificate of Amendment of Certificate of Incorporation filed on
September 21, 2011 with the Secretary of State of Delaware.
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: October 14, 2011
SAVWATT USA, INC.
By: /s/ Isaac H. Sutton
-------------------------------------
Isaac H. Sutton
President and Chief Executive Officer
4
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
3.1.1 Certificate of Amendment of Certificate of Incorporation filed on
September 21, 2011 with the Secretary of State of Delaware
