SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
November 9, 2006
SENSOR SYSTEM SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-024828 98-0226032
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45 Parker Avenue, Suite A, Irvine, California 92618
(Address of principal executive offices) (Zip code)
(949) 855-6688
Registrant's telephone number, including area code:
Not Applicable
(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:
|_| 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTS
On November 9, 2006, Sensor System Solutions, Inc., a Nevada corporation
(the "Company"), entered into a Securities Purchase Agreement with Cornell
Capital Partners, LP ("Cornell Capital"), which provides for the purchase by
Cornell Capital of a secured convertible debenture (the "Debenture") in the
amount of $255,000. The Debenture is convertible into the Company's common
stock, par value $0.001 per share (the "Common Stock"), based on a conversion
price which shall be equal to the lesser of (i) $0.025 or (ii) ninety five
percent (95%) of the lowest volume weighted average price of the Common Stock
during the thirty (30) trading days immediately preceding the Conversion Date as
quoted by Bloomberg, LP. The Debenture bears interest at 10% per annum and the
principal amount will be payable on the second anniversary of the effective date
of the Debenture. The Company shall have the right to redeem a portion or all of
the amounts outstanding under the Debenture, provided that (i) the closing bid
price is less than the conversion price; (ii) the Registration Statement is
effective; and (iii) no event of default occurred under the documents. If the
closing bid price of the Common Stock is trading below the conversion price at
the time of the redemption notice, the Company shall pay an amount equal to the
principal amount being redeemed plus a redemption premium equal to twenty
percent (20%) of the principal amount being redeemed, and accrued interest. The
Company's obligations under the Debenture are secured by (i) a security interest
in all of the assets of the Company and of each of the Company's subsidiaries as
evidenced by that certain Security Agreement, dated December 23, 2005, by and
between the Company and Cornell Capital; (ii) the UCC-1 Financing Statements
filed in the States of California and Nevada; and (iii) 10,075,357 shares of
Common Stock of the Company as evidenced by that certain Pledge and Escrow
Agreement, dated December 23, 2005. The Company also entered into a Registration
Rights Agreement, dated November 9, 2006 (the "Registration Rights Agreement")
with Cornell Capital pursuant to which the Company is obligated to file a
registration statement covering the resale of at least 50,000,000 shares of
Common Stock issuable upon the conversion of the Debenture.
In connection with the Securities Purchase Agreement, the Company issued
two warrants to Cornell Capital to purchase 30,000,000 shares of the Company's
Common Stock (the "Warrants"). The first warrant for 20,000,000 has an exercise
price equal to $0.025, which may be adjusted under the terms of the warrant, and
has a term of five years from the date of issuance on November 9, 2006. The
second warrant for 10,00,000 shares has an exercise price equal to $0.05, which
may be adjusted under the terms of the warrant, and has a term of five years
from the date of issuance on November 9, 2006.
The foregoing is a summary of the terms and conditions of the Securities
Purchase Agreement, the Debenture, the Registration Rights Agreement, and the
Warrants and does not purport to be complete. The foregoing is also qualified in
its entirety by reference to the above-mentioned agreements, copies of which are
filed as exhibits to this Current Report on Form 8-K and are incorporated herein
by reference.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES
See Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit No. Description:
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EXHIBIT DESCRIPTION LOCATION
Exhibit 10.1 Securities Purchase Agreement, dated as Provided herewith
of November 9, 2006, by and between Sensor
System Solutions, Inc. and Cornell Capital
Partners, LP
Exhibit 10.2 Registration Rights Agreement, Provided herewith
dated as of November 9, 2006, by and between
Sensor System Solutions, Inc. and Cornell
Capital Partners, LP
Exhibit 10.3 Secured Convertible Debenture, dated as Provided herewith
of November 9, 2006, issued to Cornell
Capital Partners, LP in the principal amount
of $255,000
Exhibit 10.4 Security Agreement, dated as of Incorporated by reference as
December 23, 2005, by and between Sensor Exhibit 10.4 to the Current Report on
System Solutions, Inc. and Cornell Capital Form 8-K filed on January 4, 2006
Partners, LP
Exhibit 10.5 Insider Pledge and Escrow Agreement, Incorporated by reference as
dated as of December 23, 2005, by and among Exhibit 10.6 to the Current
Sensor System Solutions, Inc., Cornell Report on Form 8-K filed on
Capital Partners, LP and David Gonzalez, January 4, 2006
Esq.
Exhibit 10.6 Warrant for 20,000,000 shares, dated as Provided herewith
of November 9, 2006
Exhibit 10.7 Warrant for 10,000,000 shares, dated as Provided herewith
of November 9, 2006
Exhibit 10.8 Irrevocable Transfer Agent Provided herewith
Instructions, dated as of November 9, 2006,
by and among by and between Sensor System
Solutions, Inc., Cornell Capital Partners,
LP and Worldwide Stock Transfer, LLC
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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.
Date: November 27, 2006 SENSOR SYSTEM SOLUTIONS, INC.
By: /s/ Michael Young
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Name: Michael Young
Title: Chief Executive Officer
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