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
March 11, 2009
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) | |
Mendelstrasse 11, Technologiehof, | ||
D-48149, Muenster, Germany | ||
(Address of principal executive offices) | (Zip Code) |
0049-251-980-2030
Registrant's telephone number, including area code
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 March 11, 2009, Exploration Drilling International Inc. (the “Company”) issued 520,000 units at a price of EUR $0.05 per unit (the “Units”) in order to settle an outstanding indebtedness of EUR 26,000 pursuant to the terms of a subscription and debt settlement agreement entered into with a creditor. 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 EUR 0.06 per share for a period ending two (2) years from the date of issuance of the units. The issuance 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 creditor represented that it was not a US person as defined in Regulation S and that it was not acquiring the units for the account or benefit of a US person.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Exhibit Number | Description of Exhibit | |
10.1 | Subscription and Debt Settlement Agreement between the Company and Jesko Beck Finance S.A. |
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: March 12, 2009 | ||
By: | /s/ Guenter Thiemann | |
GUENTER THIEMANN | ||
Chief Financial Officer |
2