8-K 1 f84808k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 29, 2008 ---------------------- Finotec Group, Inc. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 76-0251547 -------------------------------------------------------------------------------- (State or Other Jurisdiction (IRS Employer Incorporation) Identification No.) 228 East 45th Street, Suite 1801, New York NY 10017 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code -------------------------- N/A -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 3.02. Unregistered sales of equity securities. Private Placement. On July 29, 2008, the Company entered into definitive agreements for the sale of 3,333,333 shares of Common Stock (the "Common Stock") at a price of $0.30 per share for a total of $1 million. As a part of the transaction, the Company agreed to issue accompanying warrants (the "Investor Warrants") to purchase an aggregate of 1,428,571 shares of Common Stock at an exercise price of $0.70 per share. The shares of Common Stock sold in the private placement offering have not been registered under the Act and may not be offered or sold absent registration or an applicable exemption from such registration requirements. The transaction closed on July 31, 2008. The summary description of the financing described above does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase 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, thereunto duly authorized. Date: August 1, 2008 Finotec Group, Inc. By: /s/ Didier Essemini ------------------------ Name: Didier Essemini Title: President