Form 8-K ETHOS ENVIRONMENTAL, INC. 052107
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): May
21, 2007
ETHOS
ENVIRONMENTAL, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30237
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88-0467241
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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6800
Gateway Park Drive
San
Diego, CA 92154
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(Address
of principal executive offices)
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619-575-6800
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(Registrant’s
Telephone Number)
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(Former
name or former address, if changed since last report)
N/A
Copy
of
all Communications to:
Luis
Carrillo
SteadyLaw
Group, LLP
501
W. Broadway, Suite 800
San
Diego, CA 92101
main
phone: 619.399.3090
fax:
619.330.1888
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))
Item
3.02 Unregistered
Sales of Equity Securities
On
May
23, 2007, we finalized and issued a warrant (“Warrant”) to purchase 1,900,000
shares of common stock at $2.50 per share to National Advisors, Inc. (“NAI”).
This Warrant expires March 31, 2010. No underwriter participated in, nor did
we
pay any commissions or fees to any underwriter in this transaction. This
transaction did not involve a public offering. NAI had knowledge and experience
in financial and business matters that allowed it to evaluate the merits and
risk associated with the Warrant. NAI was knowledgeable about our operations
and
financial condition.
The
Warrant was issued under an exemption from the registration requirements of
the
Securities Act of 1933 (the “Act”), as amended, pursuant to Section 4(2) of
the Act and Rule 506 of Regulation D promulgated thereunder. NAI is an
“accredited investor” under the Act.
The
terms
and conditions of the Warrant are fully set forth in Exhibits 10.1 to this
Current Report on Form 8-K, which is specifically incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Common
Stock Purchase Warrant
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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.
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Date:
May 23, 2007
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Ethos Environmental, Inc. |
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By: /s/
Thomas W Maher |
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Thomas W Maher, CFO |