8-K

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): October 28, 2010

Structural Enhancement Technologies Corp.

 (Exact Name Of Registrant As Specified In Charter)

Delaware	333-148425	11-3460949
(State Or Other Jurisdiction Of Incorporation Or Organization)	(Commission File No.)	(IRS Employee Identification No.)

40 Marcus Avenue

Hauppauge, NY  11788

 (Address Of Principal Executive Offices)

Phone number (631) 560-4108

 (Issuer Telephone Number)

30 East Sunrise Highway

Valley Stream, NY  11581

(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 (see General Instruction A.2. below):

¨      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 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On October 28, 2010, the Registrant entered into a Debt Conversion Agreement between Michael Margolies and Stanley Chason and the Registrant.  The Company is indebted to Michael Margolies and Stanley Chason in the amount of $707,785.00 plus interest, as of October 28, 2010, and which was incurred on or before March 1, 2009, and still due and owing as of the date hereof (the “Debt”).  Michael Margolies and Stanley Chason have agreed to convert a portion of the debt into 10,000,000 shares of common stock.  The exact amount for which the Debt is reduced depends on the value received from the sale of the shares converted.

In addition, the Registrant also issued shares of common stock, bearing a restrictive legend to the following:

Shareholder Charles Woodward James W. Zimbler Andrew B. Mazzone Cimarron Capital Ltd. LSS Consulting Marty Hodas Michael S. Krome, Esq. DRB Consulting, Inc. Number of Shares 2,000,000 2,000,000 2,000,000 1,000,000 750,000 250,000 500,000 500,000 Compensation or Consideration Accrued Salary ($______) Accrued Salary ($______) Accrued Salary ($______) Consulting Fees Consulting Fees Consulting Fees Legal Fees due Consulting Fees

All shares were issued in reliance of Section 4(2) of the Securities Act of 1933, as amended.  Such reliance was based upon the fact that (i) the issuance of the shares did not involve a public offering, (ii) there were no more than 35 investors (excluding “accredited investors”), (iii) each investor who was not an accredited investor either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within this description, (iv) the securities are subject to Rule 144 limitation on resale and (v) each of the parties is a sophisticated purchaser and had full access to the information on the Registrant necessary to make an informed investment decision by virtue of the due diligence conducted by the purchaser or available to the purchaser prior to the transaction.

Effective November 10, 2010, the Registrant had approximately 24,039,472 issued and outstanding shares of common stock.

Section 5 -- Corporate Governance and Management

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective as of November 10, 2010, the following has resigned as a Director and Vice-President of the Registrant.

James W. Zimbler                   Director and Vice-President

The Director/Executive Officer resigning has stated in his resignation letter that his resignation does not in any way imply or infer that there is any dispute or disagreement relating to the Company’s operations, policies or practices. 

Each resigning Director/Executive Officer has been provided a copy of his disclosure, no less that the day the Registrant is filing the disclosure with the Commission.  Each Director will be given an opportunity to furnish the Registrant a letter or response, that he agrees with the statements made by the Registrant in this Section 5.02, and if not, stating the respects in which he does not agree.

The Registrant expects to interview potential new members of the Board of Directors and for the position of Vice-President in the near future.

Section 8– Other Events

Item 8.01 Other Events

Effective immediately, the Company has relocated its Executive/Corporate offices as follows:

40 Marcus Avenue

Hauppauge, NY  11788

Phone number:(631) 560-4108

Section 9 --Financial Statement And Exhibits

Item 9.01 Financial Statement And Exhibits.

(c)        Exhibits.

Exhibit 17.1                Resignation Letter of James W. Zimbler

Exhibit 99.1                Debt Conversion Agreement

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.

Structural Enhancement Technologies Corp.

By:   /s/  Andrew B. Mazzone

Andrew B. Mazzone

President

Dated: November 10, 2010

EX-17

Exhibit 17.1

November 10, 2010

Board of Directors

Structural Enhancement Technologies Corp.

40 Marcus Avenue

Hauppauge, NY  11788

Re:      Structural Enhancement Technologies Corp. (the “Company”)

Dear Sirs:

            Please be advised that I hereby resign as Director and Vice-President of Structural Enhancement Technologies Corp., effective November 10, 2010.

            My resignation does not in any way imply or infer that there is any dispute or disagreement relating to the Company’s operations, policies or practices.

                                                                        Sincerely,

/s/ James W. Zimbler

                                                                                                James W. Zimbler

EX-99.1 CHARTER

Exhibit 99.1

Debt Conversion Agreement

This Debt Conversion Agreement (“Agreement”) is dated as of October 28, 2010, by and between Structural Enhancement Technologies Corp., incorporated under the laws of the Sate of Delaware (“EMWW”), doing business at 30 East Sunrise Highway, Valley Stream, NY  11581 (the “Company”), and Michael Margolies and Stanley Chason, doing business at 14 Dancing Rock Road, Garrison, New York 10524 (“Lender”). This Agreement relates to all loans, promissory notes, advances and other debt of the Company owed to Lender, included all accrued interest (the “Conversion”).

RECITALS

WHEREAS, The Company is previously indebted to the Lender in the amount of $707,785.00 plus interest as of October 28, 2010, and is still due and owing as of the date hereof (the “Debt”), and the Lender has agreed to settle the Indebtedness, in part as follows;

WHEREAS. The Company and the Creditor have agreed that the Indebtedness will be satisfied in part by the conversion of an unknown portion of the debt into 10,000,000 shares of common stock of the Company (the “Shares”), which shall be Assigned by the Lender to various entities;

NOW, THEREFORE, in consideration of the promises and of the mutual agreements hereinafter set forth, the parties hereto agree as follows:

1.The Debt.

1.1The Company is indebted to the Creditor in the amount of $707,785.00 plus interest, as of October 28,2010, and which was incurred on or before March 1, 2009, and still due and owing as of the date hereof (the “Debt”), and the Lender has agreed to convert an unknown portion of the Indebtedness;

1.2The Company has no immediate source of funds available to settle the Indebtedness in cash, and shall receive credit for the debt from the proceeds from the sale of the converted shares paid to the Lender by all of the Escrow Agents and any amount remaining due and owing will be paid by EMWW in cash within 20 days of the final sale of the shares, but in no event later than March 20, 2011;

1.3The Company and the Lender have agreed that the Indebtedness will be satisfied in part by the issuance of 10,000,000 shares of common stock of the Company (the “Shares”), subject to the payments made from the sale of the shares in this Agreement.  The Debt shall be extinguished upon the payment of the full dollar amount after the conversion and sale of the debt into shares of common stock, plus and shortfall in cash.

1.4Interest at 6% will continue to accrue on the original amount due, after October 28, 2010 on any unpaid balance due Lender, and added to final payment.  In the event of non-compliance, which means non-payment as set forth herein only, any collection costs incurred and reasonable legal fees are the responsibility of the Company.

2.Agreement to Convert. The Lender has agreed to convert a portion of its debt into the shares indicated above, and to allow the assignment of shares of common stock to one or more entities, provided however that the full amount of the indebtedness be paid in full first from the sale of the shares of common stock of the Company and any balance by EMWW in cash.  At a minimum, 4,000,000 of the shares converted shall be held in escrow, and sold by the Escrow Agent(s), which Agreements are provided to Lender, with the gross proceeds being distributed on a 50% basis to the Lender for each transaction, until the entire amount owed is paid in full.  These payments are a credit against the prior judgments and guarantees.  All sales will be completed by February 1, 2011.

3.Release. The Lender hereby agrees that upon delivery of the full amount owed to the Lender by the Escrow Agents, that the Debt will be fully satisfied and the Lender will remise, release and forever discharge the Company its successors and assigns, and its directors, officers and employees and the personal guarantors, XXXXXXXXXXXXXXXXX, from all of its obligations relating to the Indebtedness.

4.Independent Legal Advice.        The Lender acknowledges that the Company has given it adequate time to review this Agreement and to seek and obtain independent legal advice with respect to this Agreement. The Lender represents to the Company that it is satisfied as to all the terms and conditions contained in this Agreement.

5.      Miscellaneous.

5.1This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective representatives, successors and assigns.

5.2All notices or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given or made if hand delivered, mailed from within the United States by certified or registered mail, or sent by prepaid telegram to the applicable address appearing on the preamble or the signature page to this Agreement, or to such other address as either party may have designated by like notice forwarded to the other party hereto.

5.3No provision of this letter agreement may be amended, modified, or waived, except in writing and signed by the party against whom enforcement is sought.

5.4Application of New York Law.  This Agreement, and the application or interpretation thereof, shall be governed exclusively by its terms and by the laws of the State of New York.

5.5It is agreed to by the Company that all guarantees remain in full effect until full payment is made on the Debt and it is paid in full, as which time the guarantors shall be released.  This Agreement is not a waiver of any prior rights or agreements, especially the Confessions of Judgment.

5.6Per company counsel, the shares of common stock issued hereunder, any assignments, escrow and sale all comply with Securities and Exchange Commission rules and regulations. The company agrees to defend and indemnify Margolies and Chason from any possible claims hereunder this Agreement.

5.7This letter agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties hereto have caused this Debt Conversion Agreement to be executed as of the date first above written.

Structural Enhancement Technologies Corp.

_____________________________

By:      Andrew B. Mazzone,

Title:    President

Lender:

_____________________________

By:      Michael Margolies

Lender:

_____________________________

By:      Stanley Chason