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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): April 8, 2005
SYNERTECK INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware 0-50754 20-0929024
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
11585 South State, Suite 102, Draper, Utah 84020
(Address of Principal Executive (Zip Code)
Registrant's telephone number, including area code: (801) 816-2505
Not applicable.
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
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Item 1.01 Entry into a Material Definitive Agreement
On April 8, 2005, Synerteck Incorporated (the "Company") entered into a
Preferred Stock Purchase Agreement with David Ross, an individual investor the
("Investor"). Subject to the terms and conditions of this Agreement, at the
closing the Investor agreed to purchase and the Company agreed to sell and issue
Investor 50,000 shares of the Company's Series A Preferred Stock, par value
$0.001 per share, which will convert into Common Stock of the Company during a
three-year period commencing on April 8, 2005 on a 1-for-1 basis. The total
consideration paid by the Investor for this stock was $25,000. The Series A
Preferred Stock bought by the Investor will be free and clear of all pledges,
liens, encumbrances and restrictions. The Company shall only be able to
consummate any stock dividend stock split (whether a forward split or reverse
split), recapitalization, share capital consolidation with written consent from
the Investor.
Item 3.02 Unregistered Sales of Equity Securities
As described in Item 1.01 above, on April 8, 2005, the Company issued and
sold 50,000 shares of Series A Preferred Stock at an aggregate purchase price of
$25,000 to a single, "sophisticated" investor as defined under Rule 501. No
solicitation was made and no underwriting discounts were given or paid in
connection with this transaction. The Company believes that this transaction was
exempt from registration with the Securities and Exchange Commission pursuant to
Sections 3(a)(11) and 4(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description of Exhibit
10.1 Preferred Stock Purchase Agreement dated April 8, 2005
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.
SYNERTECK INCORPORATED
By: /s/ Chene Gardner
Date: April 8, 2005 ______________________________
Chene Gardner
Chief Financial Officer