UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) November 18, 1998 (November
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12, 1998)
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COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
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(State or other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
Of Incorporation)
9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 662-8373
This Document consists of 2 pages
<PAGE>
Item 9: Issuance of Securities Pursuant to Regulation S Exemption
Debt Obligation and Issuance of Common Stock as Loan Origination Fees for Debt
Obligation on November 12, 1998
On November 12, 1998, the Company issued a total of 1,538,461 shares of its
.001 par value common stock to Cayman Offshore International Limited, a
corporation organized outside of the United States of America, whose
shareholders are not residents of the United States of America. The shares
were issued as incentive and fees for a loan of $200,000 received
approximately October 26, 1998 from Cayman Offshore International, Limited
The $200,000 debt financing was obtained to pay current and future operating
costs. The terms of the debt financing are, maturity date: six months from
issue, interest at 12% per annum due six months from issue, if the notes are
not paid within six months, the interest rate increases to 18% per annum.
The transaction took place outside of the United States of America on Grand
Cayman, British West Indies, with entities that are not residents of the
United States of America pursuant to exemption from registration provided by
Regulation S. No underwriter was involved in the transaction and no cash
commissions or discounts other than as described herein were paid by the
Company.
The following table sets forth the issuance of shares pursuant to Regulation S
exemption from registration as described above.
11/12/98 issue of .001 par value common stock in exchange for loan origination
fees
<TABLE>
<CAPTION>
PER SHARE NUMBER CASH PAID OTHER NONCASH
DATE SHAREHOLDER NAME OFFER PRICE OF SHARES TO COMPANY CONSIDERATION
---- ---------------- ----------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
SOLD:
5/20/98 Cayman Offshore International, $0.025 1,538,461 $0 Loan origination fees
Limited
</TABLE>
The following table sets forth the issuance of debt instruments pursuant to
Regulation S exemption from registration as described above.
<TABLE>
<CAPTION>
INITIAL
NOTE INTEREST CASH PAID OTHER NONCASH
DATE SHAREHOLDER NAME AMOUNT RATE TO COMPANY CONSIDERATION
---- ---------------- ----------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
SOLD:
5/20/98 Cayman Offshore International, $200,000 12% $200,000
Limited
</TABLE>
SIGNATURES
ComTec International, Inc.
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(Registrant)
Date: November 18, 1998
s/s James Krejci
________________________________________
James Krejci - Authorized Officer, CEO
and President.
