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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) February 11, 1997
Echo Springs Water Co., Inc.
(Name of Small Business Issuer in its Charter)
New York 33-30980 16-1433379
(State or other (Commission) (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
Building 100A, Hackensack Avenue, Kearny, NJ 07032
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (201) 465-5151
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Item 5. Other Events.
In February, 1997, Echo Springs Water Co., Inc. (the "Company") concluded a
private placement of 400,000 shares of its common stock, par value $.0001
("Common Stock") at $1.00 per share, for gross proceeds of $400,000.00, to two
investors, each an "accredited investor" within the meaning of Regulation D of
the Securities Act of 1933, as amended (the "Act"). The issuance of the shares
of Common Stock was exempt from the registration provision of the Act by reason
of Section 4(2) thereof.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
On February 11, 1997, the Company concluded a private placement of 200,000
shares of its Common Stock at $1.00 per share, for gross proceeds of
$200,000.00, in an offering conducted pursuant to Rule 903 of Regulation S
promulgated under the Act. U.S. Milestone Corporation acted as a distributor
within the meaning of Rule 902(c) of Regulation S and was compensated directly
by the investor. The issuance of the shares of Common Stock was exempt from the
registration provision of the Act by reason of Section 4(2) thereof.
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SIGNATURES
Pursuant to the requirements of The Securities Exchange Act of 1934, as
amended, Echo Springs Water Co., Inc. has caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
Dated: February 26, 1997
ECHO SPRINGS WATER CO., INC.
By: /s/ Michael S. Rakusin
Michael S. Rakusin
President
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