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 31, 2007
YALETOWN CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Nevada | 333-136621 | 20-5163976 |
(State or Other Jurisdiction | (Commission File | (I.R.S. Employer |
of Incorporation) | Number) | Identification Number) |
Suite 200 - 3083 Grandview Hwy., Vancouver, B.C. | V5M 2E4 | ||
(Address of principal executive offices) | (Zip Code) |
(Registrant's telephone number, including area code) (604) 437- 3374
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))
Subscription Agreement for 2,000,000 shares
On May 31, 2007, the Company entered into a binding Non-U.S. Share Private Placement and Subscription Agreement (the “Agreement”) with an investor (the “Subscriber”) pursuant to which it sold 2,000,000 shares of its common stock (the “Shares”) at a price of $0.025 per share for total proceeds of $50,000.00.
The securities sold in this transaction have not been registered under the Securities Act of 1933, as amended (the “Act”) and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act. No offers or sales were made to United States residents and the Subscriber qualifies under Rule 902 of Regulation S under the Act as non-U.S. subscriber. The Company received the entire proceeds of this investment; no placing or finder’s fees were paid as part of this transaction.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of the Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
(a) | Financial statements of businesses acquired. |
Not applicable.
(b) | Pro forma financial information. |
Not applicable.
(c) | Shell company transactions. |
Not applicable.
(d) | Exhibits |
Exhibit No. | Description | |
10.1 | Non-US Share Private Placement Subscription Agreement dated May 31, 2007 | |
*Filed herewith.
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.
Yaletown Capital, Inc. | ||
| | |
Date: June 1, 2007 | By: | /s/ Randolph Cheveldave |
Randolph Cheveldave | ||
President and Chief Executive Officer |