FORM 8-K

0001493152-15-005072.txt : 20151030 0001493152-15-005072.hdr.sgml : 20151030 20151030160521 ACCESSION NUMBER: 0001493152-15-005072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151026 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20151030 DATE AS OF CHANGE: 20151030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Windstream Technologies, Inc. CENTRAL INDEX KEY: 0001439133 STANDARD INDUSTRIAL CLASSIFICATION: POWER, DISTRIBUTION & SPECIALTY TRANSFORMERS [3612] IRS NUMBER: 000000000 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54360 FILM NUMBER: 151187496 BUSINESS ADDRESS: STREET 1: 819 BUCKEYE STREET CITY: NORTH VERNON STATE: IN ZIP: 47265 BUSINESS PHONE: 812-953-1481 MAIL ADDRESS: STREET 1: 819 BUCKEYE STREET CITY: NORTH VERNON STATE: IN ZIP: 47265 FORMER COMPANY: FORMER CONFORMED NAME: WINDAUS GLOBAL ENERGY INC DATE OF NAME CHANGE: 20130215 FORMER COMPANY: FORMER CONFORMED NAME: Blue Star Entertainment Technologies, Inc. DATE OF NAME CHANGE: 20120613 FORMER COMPANY: FORMER CONFORMED NAME: Solarte Hotel Corp DATE OF NAME CHANGE: 20120529 8-K 1 form8-k.htm 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

Date of report (date of earliest event reported): October 26, 2015

WINDSTREAM TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-54360

98-0178621

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

819 Buckeye Street, North Vernon, Indiana 47265

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (812) 953-1481

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))

Item 3.02 Unregistered Sales of Equity Securities.

Effective October 26, 2015, WindStream Technologies, Inc. (the “Company”) issued 32,500,000 shares of common stock to an accredited investor upon conversion of $5,200 in principal of an outstanding senior secured convertible debenture at a conversion price of $0.00016 per share.

Effective October 26, 2015, the Company issued 43,557,083 shares of common stock to an accredited investor upon conversion of $5,226.85 in principal and accrued interest of an outstanding convertible debenture at a conversion price of $0.00012 per share.

Effective October 26, 2015, the Company issued 33,905,970 shares of common stock to an accredited investor upon conversion of $3,729.66 in principal of an outstanding convertible debenture at a conversion price of $0.00011 per share.

Effective October 26, 2015, the Company issued 46,000,000 shares of common stock to an accredited investor upon conversion of $5,520 in principal of an outstanding convertible debenture at a conversion price of $0.00012 per share.

Effective October 28, 2015, the Company issued 46,000,000 shares of common stock to an accredited investor upon conversion of $4,600 in principal of an outstanding senior secured convertible debenture at a conversion price of $0.0001 per share.

Effective October 28, 2015, the Company issued 43,785,333 shares of common stock to an accredited investor upon conversion of $2,627.12 in principal and accrued interest of an outstanding convertible debenture at a conversion price of $0.00006 per share.

Effective October 28, 2015, the Company issued 43,575,333 shares of common stock to an accredited investor upon conversion of $2,614.52 in principal and accrued interest of an outstanding convertible debenture at a conversion price of $0.00006 per share.

Effective October 29, 2015, the Company issued 56,929,580 shares of common stock to an accredited investor upon conversion of $3,131.13 in principal of an outstanding convertible debenture at a conversion price of $0.000055 per share.

Effective October 29, 2015, the Company issued 43,584,500 shares of common stock to an accredited investor upon conversion of $2,615.07 in principal and accrued interest of an outstanding convertible debenture at a conversion price of $0.00006 per share.

The above issuances were made in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.

Effective October 29, 2015, after the issuances described above, the Company had 1,276,087,790 shares of common stock issued and outstanding.

SIGNATURE

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

WINDSTREAM TECHNOLOGIES, INC.

Date: October 30, 2015	By:	/s/ WILLIAM K. THORPE
		William K. Thorpe
		Chief Financial Officer