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): December 27, 2004
DATIGEN.COM, INC.
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(Exact name of registrant as specified in its charter)
Utah 0-26027 87-0626333
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
c/o David Lubin & Associates
92 Washington Avenue
Cedarhurst, New York 11516
(Address of principal executive offices)
(516) 569-9629
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
SECTION 1- REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The disclosure set forth under Item 3.02 (Unregistered Sales of Equity
Securities) is hereby incorporated by reference into this Item 1.01.
SECTION 3-SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On December 27, 2004, Datigen.com, Inc. (the "Registrant") received an aggregate
of $178,667 in cash and executed subscription agreements from 31 persons
relating to the purchase of an aggregate of 35,733,400 shares of common stock at
a per share purchase price of $0.005 per share. The form of the subscription
agreement is attached hereto as Exhibit 10.2.
There were no underwriters or broker-dealers involved in the private placement
and therefore no underwriting discounts or commissions were paid; the Registrant
received the full gross proceeds of the offering. The shares of common stock of
the Registrant were offered and sold only to friends and family of the officer
of the Registrant. The shares were offered and issued pursuant to Regulation S
promulgated by the Securities and Exchange Commission. The Registrant did not
make any offers in the United States, each of the purchasers were outside the
United States and there were no selling efforts in the United States.
Amir Uziel, the President and Chief Executive Officer and a director of the
Registrant, purchased 1,500,000 shares of common stock in the offering, and
Robert Lubin, a director of the Registrant, purchased 50,000 shares of Common
Stock.
Of the gross proceeds received by the Registrant, $120,000 was paid to Purisys,
Inc. in accordance with the terms of the binding Letter of Intent dated December
15, 2004. As previously disclosed in the Registrant's Current Report on Form
8-K, filed with the Commission on December 17, 2004 (File No. 000-26027), the
Registrant entered into a binding letter of intent with Purisys, Inc., a New
Jersey corporation, and the sole shareholder of Purisys, which provides, among
other things, for the sale to the Registrant of all of the assets constituting
the Battery Brain Product owned by Purisys. The disbursement made on December
27, 2004 to Purisys of $120,000 was a condition of the Letter of Intent. If the
Registrant terminates the Letter of Intent prior to the closing of the
contemplated transaction, said amount will be automatically converted into a
loan from the Registrant to Purisys, which will become due and payable by
Purisys within 15 days after the date of termination of the Letter of Intent.
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SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Information. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits
Exhibit 10.2 Form of Regulation S Subscription Agreement and
Investment Representation
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.
DATIGEN.COM, INC.
(Registrant)
By: /s/ Amir Uziel
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President and Chief Executive Officer
Date: December 29, 2004
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