-----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, TwM18sdh5LjaRhTzjFR4wHQf+C+ZzEwNCwqXgxrQwdyPlBwsNNuQjrSvh2cOTWr7 f+RU/+sGAwNYLKZ0bHXXIw== 0001062993-08-000752.txt : 20080220 0001062993-08-000752.hdr.sgml : 20080220 20080220133143 ACCESSION NUMBER: 0001062993-08-000752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080213 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080220 DATE AS OF CHANGE: 20080220 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: 08629127 BUSINESS ADDRESS: STREET 1: GOETHESTRASSE 61 CITY: HALTERN AM SEE STATE: 2M ZIP: D-45721 BUSINESS PHONE: 49-2364-604-428 MAIL ADDRESS: STREET 1: GOETHESTRASSE 61 CITY: HALTERN AM SEE STATE: 2M ZIP: D-45721 FORMER COMPANY: FORMER CONFORMED NAME: INVISION CAPITAL INC DATE OF NAME CHANGE: 20030221 8-K 1 form8k.htm CURRENT REPORT FEBRUARY 13, 2008 Filed by Automated Filing Services Inc. (604) 609-0244 - Exploration Drilling International Inc. - Form 8-K

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

February 13, 2008
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)  

Mendelstraße 11, Technologiehof,  
D-48149, Münster, Germany                    
(Address of principal executive offices) (Zip Code)

0049-2364-604428
Registrant's telephone number, including area code

Goethestrasse 61 D-45721 Haltern am See, Germany
(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 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 13, 2008, Exploration Drilling International Inc. (the “Company”) entered into a consulting agreement with Mr. Jesko Beck. Mr. Beck has agreed to provide the Company with investor relations services for a one year period, ending on February 28, 2009. In consideration for Mr. Beck’s services, the Company agreed to issue Mr. Beck 250,000 shares of its common stock and share purchase warrants entitling Mr. Beck to purchase an additional 250,000 shares of the Company’s common stock at a price of $0.25 per share, expiring on February 28, 2009. Mr. Beck has represented to the Company that he is not a US person as defined in Regulation S and that he is acquiring the Company’s securities for investment purposes only and not with a view towards distribution.

A copy of the consulting agreement between the Company and Mr. Beck is included as an exhibit to this Current Report.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit Number Description of Exhibit
   
10.1 Consulting Agreement between Jesko Beck and Exploration Drilling International Inc. dated February 13, 2008.

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: February 18, 2008  
  By:
    /s/ Guenter Thiemann
     
    GUENTER THIEMANN
    Chief Financial Officer

2


EX-10.1 2 exhibit10-1.htm CONSULTING AGREEMENT - JESKO BECK Filed by Automated Filing Services Inc. (604) 609-0244 - Exploration Drilling International Inc. - Exhibit 10.1

Agreement

Between

Mr. Jesko Beck, Rue du Littoral 18, 2025 Chez le Bart, Switzerland

and

Exploration Drilling International Inc., Mendelstraße 11, Technologiehof, D-48149 Münster, Germany

1. Mr. Beck agrees to provide Exploration Drilling International Inc. (“EDI”) with public relations services, especially spreading EDI-Story to editors of stock and money news-letters in Europe (written and mailer – based). Mr. Beck will also contact potential European private and institutional investors about EDI. When providing these services, Mr. Beck agrees not to contact any US persons, including, but not limited to, citizens of the United States and individuals, companies or other entities resident in the United States.

2. Mr. Beck agrees to provide the services to be performed by him under this Agreement for a period ending on February 28, 2009.

3. Mr. Beck agrees that the services to be performed by him under this Agreement will be performed in compliance with all applicable securities and other laws. Notwithstanding the generality of the preceding sentence, Mr. Beck agrees not to:

(a) make use of spam e-mails or spam faxes or any other improper promotional methods or activities, and shall not engage any subcontractor who conducts, or is otherwise involved in, such activities; and

(b) distribute any materials or make any representations about EDI, its business or its prospects, other than as set out in EDI’s public filings made with the United States Securities and Exchange Commission, without EDI’s prior written approval.

4. In exchange for Mr. Beck’s services, EDI will issue 250,000 shares of its common stock to Mr. Beck, and share purchase warrants to purchase an aggregate of 250,000 additional shares of EDI’s common stock at a price of $0.25 per share for a period ending on February 28, 2009.

5. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding agreements, correspondence or offers are expressly superseded and terminated by this Agreement.


6. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

This Agreement is dated effective as of February 13, 2008

    EXPLORATION DRILLING
    INTERNATIONAL INC.
     
/s/ Jesko Beck   /s/ Günter Thiemann
JESKO BECK   GÜNTER THIEMANN
    Chief Financial Officer


-----END PRIVACY-ENHANCED MESSAGE-----