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 16, 2007
THERETIREMENTSOLUTION.COM, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-27019 | | 87-0369205 |
| (State or Other Jurisdiction | | (Commission File Number) | | (I.R.S. Employer |
| of Incorporation) | | | | Identification Number) |
337 N. Marwood Avenue, Fullerton CA 92832
(Address of principal executive offices) (zip code)
714-322-2263
(Registrant's telephone number, including area code)
Andrea Cataneo, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | 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 3.02 Unregistered Sales of Equity Securities.
On April 16, 2007, we completed a private placement offering of 36.025 units to accredited investors for an aggregate purchase price of $1,201,250 in cash and the cancellation of outstanding debt obligations in the aggregate principal amount of $600,000. Each “unit” consisted of 200,000 shares of our common stock and 100,000 warrants to purchase our common stock. Accordingly, we issued an aggregate of 7,205,000 shares of common stock and 3,602,500 warrants to purchase our common stock. The aforementioned securities were sold in reliance upon the exemption afforded by the provisions of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended.
The foregoing closing concluded a private placement offering, which we began in October 2006, and in which we have granted the investors registration rights with respect to the shares of common stock and warrants purchased, pursuant to the terms of a subscription agreement.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | | Description |
| 10.1 | | Form of Subscription Agreement |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | THERETIREMENTSOLUTION.COM, INC. |
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| Dated: April 20, 2007 | By: | /s/ William Kosoff |
| |
William Kosoff |
| | Chief Financial Officer |
