SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 9, 2005
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INTERNATIONAL IMAGING SYSTEMS, INC.
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(Exact name of registrant as specified in Charter)
Delaware 000-25413 65-0854589
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(State of other Jurisdition of (Commission file no.) (IRS employer
of incorporation) identification no.)
2419 E. Commercial Blvd., Suite 307, Ft. Lauderdale, FL 33308
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 772-5501
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6689 N.W. 16th Terrace, Ft. Lauderdale, FL 33309
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(Former Name or Former Address, if Changed Since Last Report)
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))
Forward Looking Statements
This Form 8-K and other reports we file from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, our management as well as estimates
and assumptions made by our management. When used in the Filings the words
"anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the
negative of these terms and similar expressions as they relate to us or our
management identify forward looking statements. Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors relating to our industry and our
operations and results of operations. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Although we believe that the expectations reflected in the forward
looking statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Item 1.01. Entry into a Material Definitive Agreement
On July 29, 2005, we sold an aggregate of 225,000 restricted shares of
our common stock, par value $.001 per share, to three accredited investors, and
on August 9, 2005, we sold 80,000 restricted shares of our common stock to an
accredited investor in private transactions pursuant to subscription agreements
between each such investor and us. The investors paid $.10 per share, for
aggregate gross proceeds of $30,500.
The details of the sale of the shares, including all information
required by Item 1.01 of this Current Report on Form 8-K (this "Report") are set
forth in Item 3.02. " Unregistered Sales of Equity Securities " below, the
contents of which are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
On July 29, 2005, we sold an aggregate of 225,000 restricted shares of
our common stock, par value $.001 per share, to three accredited investors, and
on August 9, 2005, we sold 80,000 restricted shares of our common stock to an
accredited investor in private transactions pursuant to subscription agreements
between each such investor and us. The investors paid $.10 per share, for
aggregate gross proceeds of $30,500.
These sales were the first and second closing of a private placement of
up to 1,500,000 restricted shares of our common stock authorized by our board of
directors. The proceeds from the private placement will be used for general
working capital purposes.
We sold the shares pursuant to certain exemptions from registration
provided by Rule 506 of Regulation D and Section 4(2) of the Securities Act of
1933, as amended.
Item 9.01. Financial Statements and Exhibits
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Number Description
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4.1 Form of Subscription Agreement
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.
INTERNATIONAL IMAGING SYSTEMS, INC.
/s/ C. LEO SMITH
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C. Leo Smith
Chief Executive Officer
Dated: August 9, 2005