8-K/A 1 newtech8k.htm NEWTECH JAN 24 2005

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

of the

SECURITIES EXCHANGE ACT OF 1934

Date of Event Requiring Report: January 24, 2005

NEWTECH RESOURCES LTD.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

000-33255
(Commission File Number)

98-0342217
(IRS Employer Identification Number)

Ross Wilmot, Chief Executive Officer

2610-1066 West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2
(Address of principal Executive offices)

(604) 602-1717
(Registrant’s telephone number, including area code

N/A
(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 (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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On January 24, 2005 the board of directors of Newtech Resources Ltd. (“Company”) authorized the issuance of 625,000 shares of restricted common stock to Francois Struye de Swielande, in exchange for cash consideration of $0.01 a share for an aggregate of $6,250 pursuant to the terms of a subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”). No sales commissions were paid in connection with this transaction.

The Company made this offering based on the following factors: (1) the issuance was an isolated private transaction by the Company which did not involve a public offering; (2) there was only one offeree who was issued the Company’s stock for cash consideration; (3) the offeree stated an intention not to resell the stock; (4) there were no subsequent or contemporaneous public offerings of the stock; (5) the stock was not broken down into smaller denominations; and (6) the negotiations that lead to the issuance of the stock took place directly between the offeree and the Company.

Regulation S provides generally that any offer or sale that occurs outside of the United States is exempt from the registration requirements of the Securities Act, provided that certain conditions are met. Regulation S has two safe harbors. One safe harbor applies to offers and sales by issuers, securities professionals involved in the distribution process pursuant to contract, their respective affiliates, and persons acting on behalf of any of the foregoing (the “issuer safe harbor”), and the other applies to resales by persons other than the issuer, securities professionals involved in the distribution process pursuant to contract, their respective affiliates (except certain officers and directors), and persons acting on behalf of any of the forgoing (the “resale safe harbor”). An offer, sale or resale of securities that satisfied all conditions of the applicable safe harbor is deemed to be outside the United States as required by Regulation S. The distribution compliance period for shares sold in reliance on Regulation S is one year.

The Company complied with the requirements of Regulation S by having no directed selling efforts made in the United States, by selling only to a purchaser who was outside the United States at the time the subscription originated, and ensuring that the subscriber is a non-U.S. person with an address in a foreign country.

On January 24, 2005 the board of directors of the Company authorized the issuance of 625,000 shares of restricted common stock to Jean Struye de Swielande, in exchange for cash consideration of $0.01 a share for an aggregate of $6,250 pursuant to the terms of a subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”). No sales commissions were paid in connection with this transaction.

On January 24, 2005 the board of directors of the Company authorized the issuance of 625,000 shares of restricted common stock to Philippe Meillard, in exchange for cash consideration of $0.01 a share for an aggregate of $6,250 pursuant to the terms of a subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”). No sales commissions were paid in connection with this transaction.

On January 24, 2005 the board of directors of the Company authorized the issuance of 625,000 shares of restricted common stock to Catherine Crochet, in exchange for cash consideration of $0.01 a share for an aggregate of $6,250 pursuant to the terms of a subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”). No sales commissions were paid in connection with this transaction.

On January 24, 2005 the board of directors of the Company authorized the issuance of 2,000,000 shares of restricted common stock to Pierre Besuchet, in exchange for cash consideration of $0.01 a share for an aggregate of $20,000 pursuant to the terms of a subscription agreement. The Company relied on exemptions provided by Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities Act”). No sales commissions were paid in connection with this transaction.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized

Newtech Resources Ltd.


Signature		Date
By: /s/ Ross Wilmot		September 8, 2005
Name: Ross Wilmot
Title:		Chief Executive Officer