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 3, 2008
MOBICLEAR INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania
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(State or other jurisdiction of incorporation)
Pennsylvania 0-10822 25-1229323
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
140 Broadway, 46th Floor
New York, New York 10005
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(Address of principal executive offices) (Zip Code)
212 208-1448
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report.)
Check the appropriate box below of the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] 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))
ITEM 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On April 3, 2008 MobiClear, Inc. issued 56,200,000 shares to a select group of
institutional and accredited investors (arranged by Perrin Holden & Davenport
Capital Corp.)pursuant to a private placement equity line agreement entered into
on October 16, 2007. Under the terms of the agreement, the investors invested
$500,000 in the Company. The Equity Line investment can be converted to
unrestricted common stock in the Company at the sole discretion of the investors
pursuant to Section 3(a)7 of the Securities Act of 1933, as amended. When
converted, the stock will be priced based on the average of the lowest 3 closing
prices for the prior 10 trading days less a 12% discount until the entire amount
of the investment is subscribed. The discount shall be increased to 14% after
November 15, 2007 and shall be further increased to 16% after December 15, 2007.
The shares are to be issued immediately upon conversion. In order to facilitate
the immediate issuance of stock, the Company has issued shares to each of the
investors' personal accounts at the Company's investment bank. Upon each
conversion transaction the equity balance is reduced by the amount tendered and
the shares are allocated based on the formula above. As of the date hereof, the
equity balance is $130,801 and 113,157,953 shares have been issued to the
investors.
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.
MOBICLEAR INC.
(Registrant)
Date: April 14, 2008 By: /s/ Anders Ericsson
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Anders Ericsson
Chief Executive Officer,
and President of
MobiClear Inc.