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).............September 22, 1997 Service Systems International, Ltd. ............................................................................... (Exact name of registrant as specified in its charter) Nevada 0-21753 88-0263701 .............................................................................. (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Ident. No.) 2800 Ingleton Avenue, Burnaby, B.C. Canada V5C 6G7 ............................................................................... (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (604) 451-1069 ............................................................................... (Former name or former address, if changed since last report.) Item 9. Sales of Equity Securities Pursuant to Regulation S On September 22, 1997, the Registrant sold to three Costa Rican investors, in a Regulation S transaction, 12% Series A Senior Subordinated Convertible Redeemable Debentures in the aggregate principal face amount of $262,535 for a price of $210,268. Each Debenture is due on July 31, 1998, if not redeemed or converted before that date. The conversion price per share of common stock is the lower of (a) 80% of the closing bid price of the common stock for the business day immediately preceding the date of receipt by the Company of Notice of conversion or (b) 80% of the average of the closing bid price of the common stock for the 5 business days of trading immediately preceding the date of conversion as reported on the NASDAQ Bulletin Board. SERVICE SYSTEMS INTERNATIONAL, LTD. Date: October 6, 1997 By:/s/ Kenneth Fielding Kenneth Fielding, President Service Systems International, Ltd. (Registrant)