-----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, NtdagUgVq1n6UPnzICiG7DbQNo+tM+dKnX0jraBWywD4+g1PVlaMlpOGKjB4DyAN EeRoioXQUIeCxCQBMSAvMA== 0001062993-08-003113.txt : 20080710 0001062993-08-003113.hdr.sgml : 20080710 20080710172752 ACCESSION NUMBER: 0001062993-08-003113 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080704 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080710 DATE AS OF CHANGE: 20080710 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: 08947783 BUSINESS ADDRESS: STREET 1: MENDELSTRASSE 11, TECHNOLOGIEHOF CITY: MUENSTER STATE: 2M ZIP: D-48149 BUSINESS PHONE: 0049-251-980-2030 MAIL ADDRESS: STREET 1: MENDELSTRASSE 11, TECHNOLOGIEHOF CITY: MUENSTER STATE: 2M ZIP: D-48149 FORMER COMPANY: FORMER CONFORMED NAME: INVISION CAPITAL INC DATE OF NAME CHANGE: 20030221 8-K 1 form8k.htm Filed by sedaredgar.com - 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

July 4, 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, Muenster, Germany
(Address of principal executive offices) (Zip Code)

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

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 July 8, 2008, Exploration Drilling International Inc. (the “Company”) completed a private placement to one investor of 714,285 units at a price of EUR 0.07 per unit for total proceeds of EUR 50,000. 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 EUR 0.09 per share for a period ending two (2) years from the date of issuance of the Units. 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 he was not a US person as defined in Regulation S and that he was not acquiring the units for the account or benefit of a US person.

The Company has agreed to issue 71,428 shares of its common stock (the “Commission Shares”) to a finder in connection with this private placement. The Commission Shares are being issued to the finder pursuant to the provisions of Regulation S on the basis that the finder is not a US person.

On July 4, 2008, the Company issued an aggregate of 3,500,000 units at a purchase price of $0.11 per unit. Each unit issued consisted of one share of the Company’s common stock and one share purchase warrant entitling the holder to purchase one additional share of the Company’s common stock at a price of $0.14 per share for a period of one year from the date of issuance. The units were issued pursuant to the provisions of Regulation S on the basis of representations made by the investors that they were not US persons and that they were not acquiring the units for the account or benefit of a US person.

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: July 10, 2008  
  By: /s/ John Boschert
     
    JOHN BOSCHERT
    Corporate Secretary

2


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