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): April 7, 2011
Solar Park Initiatives, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-143672 | 80-0189455 |
| (State of Other Jurisdiction of Incorporation) | (Commission File Number) | IRS Employer Identification Number) |
818 A1A North
Suite 201
Ponte Vedra Beach, Florida 32082
(Address of principal executive offices)
(904) 644-6090
(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 (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 |
| Item 2.03 | Creation of a Direct Financial Obligation |
| Item 3.02 | Unregistered Sales of Equity Securities |
On April 7, 2011, Solar Park Initiatives, Inc. (the “Company”) entered into a Securities Purchase Agreement with JDF Capital, Inc. ("JDF"), for the sale of an 12% convertible promissory note in the principal amount of $100,000 (the "Note"). The financing closed on April 9, 2011.
The Note bears interest at the rate of 12% per annum. All interest and principal must be paid on April 5, 2012. The Note is convertible into common stock, at JDF’s option, at a 40% discount to the average of the three lowest closing bid prices of the common stock during the 20 trading day period ending one day prior to conversion. The Note contains a prepayment option whereby the Company may make a payment to JDF equal to 150% of all amounts owed under the Note during the one hundred fifty (150) day period beginning on the date of issuance of the Note and expiring on the 150 day anniversary.
JDF has agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, JDF is an accredited investor, JDF had access to information about the Company and their investment, JDF took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits.
Exhibit Number | | Description |
| 4.1 | | Securities Purchase Agreement, dated April 7, 2011, by and among the Company and the JDF Capital, Inc. |
| | | |
| 4.2 | | Convertible Promissory Note issued to JDF Capital, Inc. dated April 7, 2011 |
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.
| | SOLAR PARK INITIATIVES, INC. | |
| | | | |
| Date: April 14, 2011 | By: | /s/ David J. Surette | |
| | | David J. Surette | |
| | | Chief Executive Officer & Chief Financial Officer | |
| | | | |
