-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I5fp4+jSUrJ7SD09ZhBuuSM2PaGa+YAVpxP5+H5Ej21XBXnGSnriaI+BO+J1CP97 nZq6GgV8VAThEUf3/iuk9Q== 0001062993-07-001684.txt : 20070510 0001062993-07-001684.hdr.sgml : 20070510 20070510131708 ACCESSION NUMBER: 0001062993-07-001684 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070504 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPLORATION DRILLING INTERNATIONAL INC. CENTRAL INDEX KEY: 0001219606 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980396733 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50459 FILM NUMBER: 07836334 BUSINESS ADDRESS: STREET 1: 810 PEACE PORTAL DRIVE, SUITE 212 CITY: BLAINE STATE: WA ZIP: 98230 BUSINESS PHONE: 360-305-5696 MAIL ADDRESS: STREET 1: 810 PEACE PORTAL DRIVE, SUITE 212 CITY: BLAINE STATE: WA ZIP: 98230 FORMER COMPANY: FORMER CONFORMED NAME: INVISION CAPITAL INC DATE OF NAME CHANGE: 20030221 8-K 1 form8k.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Exploration Drilling International Inc. - Form 8K

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

May 4, 2007
Date of Report (Date of earliest event reported)

EXPLORATION DRILLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50459 98-0396733
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

Suite 212 – 810 Peace Portal Drive  
Blaine, WA 98230
(Address of principal executive offices) (Zip Code)

(360) 305-5696
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))


SECTION 3 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On May 4, 2007, Exploration Drilling International Inc. (the “Company”) completed a private placement of 1,875,000 units at a price of $0.32 per unit for total proceeds of $600,000. Each unit is comprised of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase one additional share of the Company’s common stock at a price of $0.32 per share for a period of one year from the date of issuance. This private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. The Company did not engage in a distribution of this offering in the United States. The investor represented that it was not a US persons as defined in Regulation S, and has provided representations indicating that it was acquiring the Company’s securities for investment purposes only and not with a view towards distribution.

The Company paid a finder's fee of 10% of the proceeds in cash, to Montalban Anstalt, of Liechtenstein, in consideration of its efforts in arranging the private placement. The Company intends to use the funds provided by the private placement as general working capital and to finance its business operations.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit
Number
Description of Exhibit
   
99.1

Press Release dated May 8, 2007

 

SIGNATURE

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.

  EXPLORATION DRILLING INTERNATIONAL INC.
Date: May 8, 2007  
  By: /s/ Guenter Thiemann
     
    GUENTER THIEMANN
    Chief Financial Officer

2


EX-99.1 2 exhibit99-1.htm PRESS RELEASE DATED MAY 8, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - Exploration Drilling International Inc. - Exhibit 99.1

EXPLORATION DRILLING INTERNATIONAL INC.
# 212-810 Peace Portal Drive
Blaine, WA, 98230
USA
TELEPHONE: (360) 305-5696
OTC BB: EXDL

May 9, 2007

FOR IMMEDIATE DISEMINATION

EXPLORATION DRILLING ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Blaine, Washington – May 9, 2007 – Exploration Drilling International Inc. (OTCBB: EXDL) (the "Company") announced that it has closed a private placement with a corporate investor of 1,875,000 units, sold at a price of $0.32 per unit, for total proceeds of $600,000. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share of the Company’s common stock at a price of $0.32 per share for a period of one year from the date of issuance. This private placement was made in reliance on the provisions of Regulation S promulgated under the Securities Act of 1934.

The Company paid a finder's fee of 10% of the proceeds in cash to Montalban Anstalt of Liechtenstein in consideration of its efforts in arranging the private placement. The Company intends to use the funds provided by the private placement as general working capital and to finance its business operations.

This press release may contain, in addition to historical information, forward-looking statements. These forward looking statements are based on management's expectations and beliefs, and may involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein. In particular, although the above private placement financing has raised significant funding for the Company, the Company will require substantially more funds in order to complete its business plans for the next twelve months. Even if the Company is able to obtain the funding necessary to complete its business plans, there is no assurance that its business will be successful. To date, the Company has not earned significant revenues, and there are no assurances that the Company will earn significant revenues in the future.

Readers are cautioned not to place undue reliance on the forward-looking statements made in this press release.

EXPLORATION DRILLING INTERNATIONAL INC.

/s/ Guenter Thiemann
________________________
Guenter Thiemann
Chief Financial Officer


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