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): May 7, 2013
Environmental Science and Technologies, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware |
| 000-54758 |
| 45-5529607 |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
| (COMMISSION FILE NO.) |
| (IRS EMPLOYEE IDENTIFICATION NO.) |
4 Wilder Drive #7 |
Plaistow, NH 03865 |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
|
|
(603) 378-0809 |
(ISSUER TELEPHONE NUMBER) |
_________________________________________________________________
(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 (see General Instruction A.2. below):
. Written communications pursuant to Rule 425 under the Securities Act
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act
. Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
. Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On May 7, 2013, the Registrant sold an aggregate of 5,150,000 shares of its common stock for aggregate consideration of $515 (a per-share price of $.0001, being the par value of the shares). The shares were sold to three accredited investors, one of whom is Michael R. Rosa, CEO and Chairman of the Registrant, and another of whom is Michael G. Faris, an COO/CFO and director of the Registrant.
In addition, on May 8, 2013, the Registrant sold an aggregate of 250,000 shares of its common stock for aggregate consideration of $25,000 (a per-share price of $.10). The shares were sold to an accredited investor.
The Registrant believes that the foregoing transactions were exempt from the registration requirements under the Securities Act of 1933, as amended (“the Act”), based on the following facts: there was no general solicitation, there was a limited number of purchasers, each of whom the Registrant believes was an “accredited investor” (within the meaning of Regulation D under the Securities Act of 1933, as amended) and was sophisticated about business and financial matters, and all shares issued were subject to restriction on transfer, so as to take reasonable steps to assure that the purchaser was not an underwriter within the meaning of Section 2(11) under the Act.
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.
Environmental Science and Technologies, Inc.
By: /s/ Michael G. Faris
Name: Michael G. Faris
Title: Chief Operating Officer
Dated: May 8, 2013