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)

July 2, 2012


ECOLOGY COATINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada
333-91436
26-0014658
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(State or other jurisdiction incorporation)
(Commission File Number)
(IRS Employer or Identification No.)

24663 Mound Road, Warren, MI  48091
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(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code

586-486-5308

(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 (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 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))

 
 

 


Item 1.01 Entry Into A Material Definitive Agreement

On June 26, 2012, we issued a promissory note to John M. (“Pete”) Salpietra (“Salpietra”) in the principal amount of Forty Thousand Dollars ($40,000) bearing interest at five percent (5%) per annum.  Salpietra is a member of our Board of Directors.  The note is payable in full on September 26, 2012.  Salpietra, at his option, may demand payment of all amounts owed under the note within fifteen (15) days following our completion of either (i) an underwritten public offering of its securities or (ii) a private offering exempt from registration under Section 4(2) of the Securities Act of 1933, as amended which results in proceeds, net of underwriting discounts and commissions, in excess of One Million Dollars ($1,000,000) (“New Offering”). The amounts due under the note may also be accelerated upon an event of default or converted into common shares upon our completion of a New Offering.  The note is convertible into shares of our common stock on terms mutually agreed upon by the parties.

Item 9.01. Financial Statements and Exhibits
 
None.
 

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.

 
ECOLOGY COATINGS, INC.
   
DATE:  July 2, 2012
By: /s/ Daniel V. Iannotti
 
Daniel V. Iannotti
 
Vice President, General Counsel & Secretary