0001078782-13-001447.txt : 20130802 0001078782-13-001447.hdr.sgml : 20130802 20130801174217 ACCESSION NUMBER: 0001078782-13-001447 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130726 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20130802 DATE AS OF CHANGE: 20130801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL SCIENCE & TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001552743 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 455529607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54758 FILM NUMBER: 131003771 BUSINESS ADDRESS: STREET 1: 4 WILDER DRIVE #7 CITY: PLAISTOW STATE: NH ZIP: 03865 BUSINESS PHONE: 603-382-8481 MAIL ADDRESS: STREET 1: 4 WILDER DRIVE #7 CITY: PLAISTOW STATE: NH ZIP: 03865 FORMER COMPANY: FORMER CONFORMED NAME: APEX 5 INC. DATE OF NAME CHANGE: 20120621 8-K 1 f8k080113_8k.htm FORM 8-K CURRENT REPORT FORM 8-K Current Report




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): July 26, 2013



Environmental Science and Technologies, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



Delaware

 

000-54758

 

45-5529607

(STATE OR OTHER

JURISDICTION OF

INCORPORATION OR

ORGANIZATION)

 

(COMMISSION FILE NO.)

 

(IRS EMPLOYEE

IDENTIFICATION NO.)



4 Wilder Drive #7

Plaistow, NH 03865

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



(603) 378-0809

(ISSUER TELEPHONE NUMBER)



_________________________________________________________________

(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


      . Soliciting material pursuant to Rule 14a-12 under the Exchange Act


      . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


      . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act







SECTION 3 - SECURITIES AND TRADING MARKETS


Item 3.02 Unregistered Sales of Equity Securities


Between July 26 and July 31, 2013, the Registrant sold an aggregate of 3,600,000 shares of its common stock for aggregate consideration of $360 (a per-share price of $.0001, being the par value of the shares). In addition, between July 26 and July 31, 2013, the Registrant issued an aggregate of 160,000 shares of its common stock to consultants for services.


The shares were sold to an aggregate of five accredited investors, one of whom is Michael G. Faris, COO/CFO and director of the Registrant, and another of whom is Richard M. Patterson, Jr., a key employee of the Registrant.


The Registrant believes that the foregoing transactions were exempt from the registration requirements under the Securities Act of 1933, as amended (“the Act”), based on the following facts: there was no general solicitation, there was a limited number of purchasers, each of whom the Registrant believes was  an “accredited investor” (within the meaning of Regulation D under the Securities Act of 1933, as amended) and was sophisticated about business and financial matters, and all shares issued were subject to restriction on transfer, so as to take reasonable steps to assure that the purchaser was not an underwriter within the meaning of Section 2(11) under the Act.





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.



Environmental Science and Technologies, Inc.



By: /s/ Michael G. Faris

Name: Michael G. Faris

Title: Chief Operating Officer


Dated: August 1, 2013