UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 22, 2005
ARMOR ELECTRIC, INC.
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(Exact name of registrant as specified in charter)
Florida 000-32249 65-0853784
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 Lomas Santa Fe, Suite #420, Solana Beach,CA 92075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(858) 720-0123
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(Former name, or former address, if changed since last report)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On or about February 22, 2005, Armor Electric, Inc., a Florida corporation (the
"Company"), and various purchasers (the "Purchasers") began a private placement
transaction pursuant to section 4(2) of the SECURITIES ACT, of 1933, as amended
("Securities Act") and Rule 506 thereof, and an offering under Regulation S
pursuant to rules 901 to 905 of the Securities Act.
Through the Regulation D Private Placement, the Company sold a total of
4,050,000 units to the Purchasers. Each unit consists of one common share and
one share purchase warrant. Each unit sold for $0.10 each and each warrant can
be exercised to purchase one common share at an exercise price of $0.15 and has
an expiry date of February 22, 2012. Each purchaser in the Private Placement
executed three agreements with the Company: a Purchase Agreement, a Registration
Rights Agreement and a Warrant Agreement (the "Agreements").
The total offering price for the securities sold in the Regulation D Private
Placement was $405,000. The aggregate offering price, which includes the
offering price of all securities offered, including warrants, was $1,012,500.
In the Purchase Agreement, the Company also agreed to issue a warrant to Granite
Financial Group, Inc. ("Granite") that will entitle Granite to acquire up to 10%
of the Shares to be issued to the Purchasers in the private placement
transactions. The Granite warrant will have an exercise price of $0.15 per
share, will expire after seven years and will entitle the holder to purchase
500,000 shares. The issuance of this warrant was agreed to as a Finder's Fee.
Other than the Granite Warrant, no brokerage or finder's fees or commissions are
or will be payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person
with respect to this private placement transaction.
Through the Regulation S transaction, the Company sold a total of 1,150,000
units. Each unit consists of one common share and one share purchase warrant.
Each unit sold for $0.10 each and each warrant can be exercised to purchase one
common share at an exercise price of $0.15 and has an expiry date of February
22, 2012.
The total offering price for the securities sold in the Regulation S transaction
was $115,000. The aggregate offering price, which includes the offering price of
all securities offered, including warrants, was $287,500.
There are no material relationships between the Company and the purchasers in
the Regulation D, Regulation S and Granite transactions other than in respect of
these transactions.
The Company issued a press release on February 22, 2005, announcing that it had
concluded this private placement transaction. The press release is included as
an exhibit to this form.
ITEM 8.01 OTHER INFORMATION
On February 24, 2005, the Company announced that it has been approved for
listing in Standard & Poor's Corporation Records of publicly traded companies.
Standard & Poor's Corporation Records contain information on more than 12,000
publicly held U.S., Canadian, and International Companies. The press release,
issued by the Company, announcing this event is attached as an exhibit to this
form.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit
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99.1 Press Release dated February 23, 2005, Armor Electric, Inc.
99.2 Press Release dated February 24, 2005, Armor Electric, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARMOR ELECTRIC INC.
Date: March 8, 2005 /s/ Merrill Moses
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Merrill Moses, President