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): August 29, 2006
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MED-TECH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-51574 98-0442163
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
Suite 2200 - 1177 West Hastings Street
Vancouver, British Columbia, Canada V6E 2K3
(Address of principal executive offices)
(Registrant's telephone number, including area code) (604) 688-7526
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Not Applicable
(Former name or former address, if changed since last report)
Copies to:
Richard A. Friedman, 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):
[ ] 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 8 - Other Events
Item 8.01 Other Events.
On August 29, 2006, Med-Tech Solutions, Inc. (the "Company") entered into a
Heads of Agreement (a/k/a Letter of Intent) (the "Letter of Intent"), with En
Fuels Limited, a company formed under the laws of England and Wales ("En
Fuels"), for the proposed acquisition by the Company of En Fuels, in two
successive stages. Pursuant to the Letter of Intent, En Fuels has agreed to
offer the Company the right to acquire common shares of En Fuels equal to an
initial interest in, or contract notes or options to acquire 18% interest in En
Fuels, or a corresponding interest if En Fuels restructures its share capital,
in consideration of the Company providing initial financing to En Fuels in the
amount of $3,000,000 (the "Initial Funding"). Furthermore, pursuant to the
Letter of Intent, the Company acquired the right or option to acquire the
remaining share capital of En Fuels (the "Transaction") subject to, among other
conditions, the Company successfully raising approximately an additional amount
of $36,666,666 (the "Financing Package") in subsequent financing. It is the
intention of the parties that the Transaction shall occur no later than 3 months
after the release of the Initial Funding.
The completion of the acquisition is subject to the negotiation and execution of
a definitive acquisition agreement, as well as to the completion of full legal
and financial due diligence, including the determination of the valuation of En
Fuels, the Company successfully raising the Initial Funding and the Financing
Package, compliance with US and EU securities, corporate and other applicable
laws, completion within the contemplated timeframe, subject to the parties
mutual agreement to extend such, satisfaction of conditions precedent set forth
in Attachment A to the Letter of Intent, a copy of which is attached here as
Exhibit 10.1 and the completion and delivery of audited financial statements of
En Fuels.
Section 9 - Financial Statements and Exhibits
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 Number Description
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10.1 Heads of Agreement dated as of August 29, 2006 by and between
Med-Tech Solutions, Inc. and En Fuels Limited.
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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.
Med-Tech Solutions Inc.
Dated: August 30, 2006 By: /s/ Mark A. McLeary
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Name: Mark A. McLeary
Title: Chief Executive Officer,
Chief Financial Officer, President,
Secretary, Treasurer and Director
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