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
May 4, 2007
Date of Report (Date of earliest event reported)
EXPLORATION DRILLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
NEVADA | 000-50459 | 98-0396733 |
(State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
incorporation) | Number) |
Suite 212 – 810 Peace Portal Drive | |
Blaine, WA | 98230 |
(Address of principal executive offices) | (Zip Code) |
(360) 305-5696
Registrant's telephone number, including area code
N/A
(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:
____ 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))
SECTION 3 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On May 4, 2007, Exploration Drilling International Inc. (the “Company”) completed a private placement of 1,875,000 units at a price of $0.32 per unit for total proceeds of $600,000. Each unit is comprised of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase one additional share of the Company’s common stock at a price of $0.32 per share for a period of one year from the date of issuance. This private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. The Company did not engage in a distribution of this offering in the United States. The investor represented that it was not a US persons as defined in Regulation S, and has provided representations indicating that it was acquiring the Company’s securities for investment purposes only and not with a view towards distribution.
The Company paid a finder's fee of 10% of the proceeds in cash, to Montalban Anstalt, of Liechtenstein, in consideration of its efforts in arranging the private placement. The Company intends to use the funds provided by the private placement as general working capital and to finance its business operations.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c)Exhibits
Exhibit Number | Description of Exhibit |
99.1 |
SIGNATURE
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.
EXPLORATION DRILLING INTERNATIONAL INC. | ||
Date: May 8, 2007 | ||
By: | /s/ Guenter Thiemann | |
GUENTER THIEMANN | ||
Chief Financial Officer |
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