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 26, 2006
SAFETEK
INTERNATIONAL, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of incorporation)
|
33-22175
(Commission
File Number)
|
75-2226896
(IRS
Employer Identification No.)
|
23
Aminadav St.
Tel
Aviv, Israel, 67898
(Address
of principal executive offices)
972-3-561-3465
(Registrant's
Telephone Number, Including Area Code)
__________________________________________________
(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 (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))
Section
3.02 Unregistered Sales of Equity Securities
As
disclosed under Item 1.01 (Entry into a Material Definitive Agreement) in
Form
8-K filed with the Securities and Exchange Commission on May 19, 2006 (file
no.
333-22175), the Registrant entered into a Securities Purchase Agreement with
New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC (collectively, the "Investors") on November 18,
2005
for the sale of (i) $750,000 in callable secured convertible notes
(collectively, the “Debentures”) and (ii) stock purchase warrants to buy
1,000,000 shares of common stock.
On
July
6, 2006, the Investors irrevocably elected to convert a total of $16,170.00
of
the principal amount of the Debentures into 1,000,000 shares of common stock
of
the Registrant, at an applicable conversion price of $0.01617, in accordance
with the terms and conditions of the Debentures.
On
July
26, 2006, the Investors irrevocably elected to convert a total of $19,500.00
of
the principal amount of the Debentures into 3,000,000 shares of common stock
of
the Registrant, at an applicable conversion price of $0.0065 in accordance
with
the terms and conditions of the Debentures. As of this date, the Investors
owned
an aggregate of 4,000,000 shares of the Registrant’s issued and outstanding
common stock.
On
August
26, 2006, the Investors irrevocably elected to convert a total of $12,939.00
of
the principal amount of the Debentures into 3,000,000 shares of common stock
of
the Registrant, at an applicable conversion price of $0.004313, in accordance
with the terms and conditions of the Debentures. The foregoing issuances
represented an aggregate of 10.42% of the issued and outstanding shares of
common stock of the Registrant.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
August
23, 2006, the Board accepted the resignation of Amnon Presler from his positions
as a director, President and Chief Executive Officer of the Registrant and
its
Subsidiary.
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.
SAFETEK
INTERNATIONAL, INC.
(Registrant)
By:
/s/
Tamar Tzaban_ Nahomov
Name:
Tamar
Tzaban Nahomov
Title:
Chief
Financial Officer and Director
Date:
August 28, 2006