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): December
21, 2006
GLOBAL
MATRECHS, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-29204
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58-2153309
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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Executive
Pavilion, 90 Grove Street, Ridgefield, Connecticut
06877
(Address
of principal executive offices) (Zip Code)
(203)431-6665
(Registrant’s
telephone number, including area code)
N/A
(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).
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This
report on Form 8-K contains "forward-looking statements" within the meaning
of
Section 27A of the Securities Act of 1933, as amended (the "Securities
Act")
and
Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange
Act").
We
intend the forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements in these sections. All statements
regarding our expected financial position, business and financing plans are
forward-looking statements. These statements can sometimes be identified
by our
use of forward-looking words such as "may," "will," "should," "expect,"
"anticipate," "project," "designed," "estimate," "plan" and "continue." Although
we believe that our expectations in such forward-looking statements are
reasonable, we cannot promise that our expectations will turn out to be correct.
These
forward-looking statements are subject to certain risks, uncertainties and
assumptions relating to Global Matrechs, Inc. (the “Company”).
Should one or more of these risks or uncertainties materialize, or should
the
assumptions underlying our forward-looking statements prove incorrect, our
future performance and actual results of operations could vary significantly
from those anticipated, projected, believed, expected, intended or implied.
We
undertake no obligation to update any of the forward-looking statements in
this
Report, which speak only as of the date they were made.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet
Arrangement of a Registrant.
On
December 21, 2006, Global Matrechs, Inc., a Delaware corporation (the
“Company”), and Southridge Partners LP (“Southridge”) entered into a 2%
Convertible Promissory Note for the principal sum of $80,000. The promissory
note is convertible, at the option of Southridge, at any time to convert
all or
a portion of the outstanding principal and interest on the promissory note
into
a number of shares of common stock equal to a fraction, the numerator of
which
will be the amount of principal and interest being converted and the denominator
of which will be equal to the conversion price. Under the promissory note,
the
conversion price is equal to eighty percent (80%) of the average of the five
lowest closing bid prices for the ten trading days immediately preceding
the
date of conversion.
In
addition, on January 10, 2007, the Company and Southridge entered into a
2%
Convertible Promissory Note for the principal sum of $30,000. The promissory
note is convertible, at the option of Southridge, at any time to convert
all or
a portion of the outstanding principal and interest on the promissory note
into
a number of shares of common stock equal to a fraction, the numerator of
which
will be the amount of principal and interest being converted and the denominator
of which will be equal to the conversion price. Under the promissory note,
the
conversion price is equal to eighty percent (80%) of the average of the seven
lowest closing bid prices for the ten trading days immediately preceding
the
date of conversion.
On
January 24, 2007, the Company and Southridge entered into a 2% Convertible
Promissory Note for the principal sum of $60,000. The promissory note is
convertible, at the option of Southridge, at any time to convert all or a
portion of the outstanding principal and interest on the promissory note
into a
number of shares of common stock equal to a fraction, the numerator of which
will be the amount of principal and interest being converted and the denominator
of which will be equal to the conversion price. Under the promissory note,
the
conversion price is equal to eighty percent (80%) of the average of the seven
lowest closing bid prices for the ten trading days immediately preceding
the
date of conversion.
The
amounts due under each of the promissory notes is due on December 31, 2007.
In addition, under each of the three promissory notes, the Company has the
right
to redeem a promissory note at any time by making a cash payment to
Southridge of the outstanding principal amount of that particular promissory
note multiplied by 120%, plus all accrued interest. Further, an event of
default
is defined the same under each of the promissory notes. An event of default
will
occur: (i) if the Company defaults on the payment of principal or interest
on
the promissory note which continues for a period of twenty days; (ii) if
the
Company makes an assignment for the benefit of creditors or commences
proceedings for its dissolution or applies for or consents to the appointment
of
a trustee, liquidator or receiver for its or for a substantial part of its
property or business; (iii) if a trustee, liquidator or receiver is appointed
without the Company’s consent and is not discharged within sixty days after such
appointment; (iv) any governmental agency or any court assumes custody or
control of the properties or assets of the Company and is not dismissed within
sixty days; (v) except for any judgments, settlements or related litigations
or
actions disclosed in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005, any judgment or similar process in excess of $150,000
in the
aggregate is entered or filed against the Company or any of its properties
or
other assets and remains unpaid, unvacated, unbonded or unstayed for a period
of
sixty days; or (vi) certain bankruptcy proceedings. Upon the occurrence of
an
event of default, the interest rate on that particular promissory note will
be
18%.
A
description of each of the promissory notes contained herein is qualified
in its
entirety by reference to the respective promissory note. Each of the promissory
notes is filed as an exhibit to this report and each is incorporated herein
by
reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 2.03 of this report is incorporated herein
by
reference.
Each
of
the promissory notes were offered and sold to Southridge in a private placement
transaction made in reliance upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933. The exemption under Section
4(2)
of the Securities Act of 1933 is based in part upon the representations of
Southridge in each of the promissory notes.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Promissory
Note dated December 21, 2006 between Global Matrechs, Inc.
and Southridge Partners LP.
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10.2
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Promissory
Note dated January 10, 2007 between Global Matrechs, Inc.
and Southridge Partners LP.
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10.3
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Promissory
Note dated January 24, 2007 between Global Matrechs, Inc. and
Southridge
Partners LP.
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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.
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GLOBAL
MATRECHS, INC.
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Dated:
February 2, 2007
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By:/s/
Michael Sheppard
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Name:
Michael Sheppard
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Title:
Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Promissory
Note dated December 21, 2006 between Global Matrechs, Inc.
and Southridge Partners LP.
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10.2
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Promissory
Note dated January 10, 2007 between Global Matrechs, Inc.
and Southridge Partners LP.
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10.3
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Promissory
Note dated January 24, 2007 between Global Matrechs, Inc. and Southridge
Partners LP.
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