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| CIK | 764839 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pacer Funds Trust - Pacer WealthShield ETF
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 22, 2017 |
PSWS / PureSafe Water Systems, Inc. / Blackbridge Capital LLC - SCHEDULE 13G Passive Investment SC 13G 1 v460128sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PURESAFE WATER SYSTEMS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 74624H103 (CUSIP Number) January 11, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| November 23, 2016 |
PSWS / PureSafe Water Systems, Inc. / Tide Pool Ventures Corp - SCHEDULE 13G Passive Investment SC 13G 1 pssc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PureSafe Water Systems, Inc. (Name of Issuer) Common Stock, Par Value $0 .00001 (Title of Class of Securities) 74624H103 (CUSIP Number) November 23, 2016 (Date of Event which Requires Filing of this Statement) Check the a |
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| November 9, 2016 |
8-K 1 f8k1109168k.htm FORM 8-K CURRENT REPORT 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): November 8, 2016 PureSafe Water Systems, Inc. (Exact name of registrant as specified in charter) Delaware 0-30544 (State or other jurisdiction (Commissio |
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| March 28, 2016 |
PureSafe Water Systems FORM 12B-25 NOTICE OF LATE FILING U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): X .Form 10-K .Form 20-F .Form 11-K .Form 10-Q .Form N-SAR For Period Ended: December 31, 2015 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q . Transition Report on Form N-SAR For the Transition Perio |
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| November 25, 2015 |
PureSafe Water Systems FORM 10-Q QUARTERLY REPORT (Quarterly Report) Form 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 19, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q FORM 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q FORM 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 14, 2015 |
PureSafe Water Systems FORM 8-K CURRENT REPORT (Current Report/Significant Event) Form 8-K Current Report 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 2, 2015 PureSafe Water Systems, Inc. |
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| July 14, 2015 |
EX-10.52 3 f8k071315ex10z52.htm EXHIBIT 10.52 EXCHANGE AGREEMENT EXHIBIT 10.52 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Exchange Agreement”), is dated July 1, 2015, and effective as of July 2, July, 2015, by and between PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), Southridge Partners II LP, ASC Recap LLC, Tarpon Bay Partners LLC, and Stephen Hicks (each a “Holder” |
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| July 14, 2015 |
PURESAFE WATER SYSTEMS, INC. PROMISSORY NOTE DUE JUNE 30, 2016 Exhibit 10.53 Promissory Note EXHIBIT 10.53 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARB |
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| July 14, 2015 |
Exhibt 3.1i Certificate of Amendment EXHIBIT 3.1i CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES G PREFERRED STOCK, $0.001 PAR VALUE PER SHARE PureSafe Water Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: That the Board of Directors of the Corporation (the "Board") on July 1, 2015, |
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| June 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 10K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30544 PureSafe Water Systems, Inc. (Name of registrant |
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| April 17, 2015 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 8K Current Report 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): April 9, 2015 PureSafe Water Systems, Inc. |
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| April 17, 2015 |
Exhibit 3.1h CERTIFICATE OF DESIGNATION EXHIBIT 3.1h CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR THE SERIES I CONVERTIBLE PREFERRED STOCK AND SERIES J CONVERTIBLE PREFERRED STOCK OF PURESAFE WATER SYSTEMS, INC. The undersigned, the President of Puresafe Water Systems, Inc., a Delaware corporation (the "Coporation"), in accordance with the provisions of Section 151(g) the Delaware Gene |
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| March 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Form 10-Q/A Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Form 10-Q/A Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2015 |
PureSafe Water Systems FORM 12B-25 NOTICE OF LATE FILING FORM 12b-25 Notice of Late Filing U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): X .Form 10-K .Form 20-F .Form 11-K .Form 10-Q .Form N-SAR For Period Ended: December 31, 2014 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q . Transition Report on F |
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| March 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q FORM 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A FORM 10-Q/A Amended Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 4, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q FORM 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 2, 2015 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Current Report on Form 8-K 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): February 26, 2015 PureSafe Water Systems, Inc. |
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| March 2, 2015 |
CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION PURESAFE WATER SYSTEMS, INC. EX-3.1G 2 f8k030215ex3z1g.htm EXHIBIT 3.1G CERTIFICATE OF AMENDMENT EXHIBIT 3.1g CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF PURESAFE WATER SYSTEMS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Puresafe Water Systems, Inc. (the “corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, do |
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| February 9, 2015 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant FORM 8-K/A Amended Current Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A 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 6, 2015 PureSafe Water Systems, Inc. |
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| February 9, 2015 |
Exhibit 16.1 Letter on change in certifying accountant EXHIBIT 16.1 February 9, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by PureSafe Water Systems, Inc. under Item 4.01 of its Form 8-K/A dated February 6, 2015. We agree with the statements concerning our Firm in such Form 8-K/A; we are not in a position to agree |
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| February 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q FORM 10-Q Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 6, 2015 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant FORM 8-K Current Report 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): February 6, 2015 PureSafe Water Systems, Inc. |
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| February 6, 2015 |
LETTER ON CHANGE IN CERTIFYING ACCOUNTANT FROM MARCUM LLP Exhibit 16 Letter on change in certifying accountant from Marcum LLP EXHIBIT 16 LETTER ON CHANGE IN CERTIFYING ACCOUNTANT FROM MARCUM LLP February 6, 2015 Securities and Exchange Commission Washington, D. |
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| December 11, 2014 |
PWS / Pacer WealthShield ETF DEF 14C - - SCHEDULE 14C DEFINITIVE INFORMATION STATEMENT Schedule 14C Definitive Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 5, 2014 |
PSWS / PureSafe Water Systems, Inc. / BLACK ARCH OPPORTUNITY FUND LP - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a)* PureSafe Water Systems, Inc.. (Name of Issuer) Shares of Common Stock par value $0.001 (Title of Class of Securities) 74624H103 (CUSIP Number) November 24, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| October 24, 2014 |
PWS / Pacer WealthShield ETF PRE 14C - - PRE 14C PRELIMINARY INFORMATION STATEMENT Pre 14C Preliminary Information Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 23, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FORM 10-K Annual Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 8, 2014 |
PSWS / PureSafe Water Systems, Inc. / TARPON BAY PARTNERS LLC - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240. |
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| September 17, 2014 |
PSWS / PureSafe Water Systems, Inc. / TARPON BAY PARTNERS LLC - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240. |
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| July 3, 2014 |
CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES H CONVERTIBLE PREFERRED STOCK OF PURESAFE WATER SYSTEMS, INC. |
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| July 3, 2014 |
CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES G CONVERTIBLE PREFERRED STOCK OF PURESAFE WATER SYSTEMS, INC. |
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| July 3, 2014 |
CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made as of the 13th day of June, 2014 (“Effective Date”) between Tarpon Bay Partners LLC (the “Project Manager”), a Florida limited liability company, and PureSafe Water Systems, Inc. |
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| July 3, 2014 |
PSWS / PureSafe Water Systems, Inc. / TARPON BAY PARTNERS LLC - FORM SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D [Rule 13d-101] INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240. |
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| June 17, 2014 |
EX-10.49 8 f8k061214ex10z49.htm EXHIBIT 10.49 EQUITY PURCHASE AGREEMENT WITH ALPHA CAPITAL ANSTALT EXHIBIT 10.49 EQUITY PURCHASE AGREEMENT BY AND BETWEEN PURESAFE WATER SYSTEMS, INC. AND ALPHA CAPITAL ANSTALT Dated June 13, 2014 THIS EQUITY PURCHASE AGREEMENT entered into as of the 13th day of June, 2014 (this "AGREEMENT"), by and between Alpha Capital Anstalt ("INVESTOR"), and PURESAFE WATER SYST |
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| June 17, 2014 |
PURESAFE WATER SYSTEMS, INC. CODE OF BUSINESS CONDUCT AND ETHICS EXHIBIT 14.01 PURESAFE WATER SYSTEMS, INC. CODE OF BUSINESS CONDUCT AND ETHICS A. INTRODUCTION The purpose of this Code of Business Conduct and Ethics (this “Code”) is to describe standards of conduct and business expected of directors, officers and employees (the “Covered Persons”) of PureSafe Water Systems, Inc. (the “Company”). All Covered Persons will be required to attest annually to their aw |
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| June 17, 2014 |
Exhibit 3.11 Certificate of Designations of Series H Convertible Preferred Stock EXHIBIT 3.11 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES H CONVERTIBLE PREFERRED STOCK OF PURESAFE WATER SYSTEMS, INC. PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), does hereby certify: FIRST: That pursuant to authority expressly vested in it by the Articles of Incorporation |
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| June 17, 2014 |
STATE OF DELAWARE CERTIFICATE OF CORRECTION EXHIBIT 3.09 STATE OF DELAWARE CERTIFICATE OF CORRECTION Puresafe Water Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation is Puresafe Water Systems, Inc. 2. That a Certificate of Designation of Series F Preferred Stock (Title of Certificate Being Corrected) was filed b |
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| June 17, 2014 |
Exhibit 10.50 Registration Rights Agreement EXHIBIT 10.50 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated June 13, 2014, is made by and between PURESAFE WATER SYSTEMS, INC. a Delaware corporation ("Company"), and Alpha Capital Anstalt, a Liechtenstein company (the "Investor"). RECITALS WHEREAS, upon the terms and subject to the conditions of the Equity Purchas |
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| June 17, 2014 |
Exhibit 10.51 Levin Settlement EXHIBIT 10.51 |
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| June 17, 2014 |
Form 8-K Current Report 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): June 3, 2014 PureSafe Water Systems, Inc. |
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| June 17, 2014 |
EXHIBIT 3.12 BYLAWS OF PURESAFE WATER SYSTEMS, INC. BYLAWS OF PURESAFE WATER SYSTEMS, INC. ARTICLE I CORPORATE OFFICES 1.1 Offices In addition to the corporation’s registered office set forth in the Certificate of Incorporation, the Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDER |
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| June 17, 2014 |
Exhibit 3.10 Certificate of Designations of Series G Convertible Preferred Stock EXHIBIT 3.10 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES FOR SERIES G CONVERTIBLE PREFERRED STOCK OF PURESAFE WATER SYSTEMS, INC. Pursuant to Section 151 of the Delaware General Corporation Law, PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), does hereby certify: FIRST: That pursuant to |
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| June 17, 2014 |
STATE OF DELAWARE CERTIFICATE OF CORRECTION Exhibit 3.08 Certificate of Correction for Series A Preferred Stock EXHIBIT 3.08 STATE OF DELAWARE CERTIFICATE OF CORRECTION Puresafe Water Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: 1. The name of the corporation is Puresafe Water Systems, Inc. 2. That a Certificate of Designation of Series |
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| June 17, 2014 |
EX-10.48 7 f8k061214ex10z48.htm EXHIBIT 10.48 CONSULTING AGREEMENT EXHIBIT 10.48 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made as of the 13th day of June, 2014 (“Effective Date”) between Tarpon Bay Partners LLC (the “Project Manager”), a Florida limited liability company, and PureSafe Water Systems, Inc. (the “Company”) a Delaware corporation. WHEREAS: Project Manager has ex |
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| June 6, 2014 |
Form 10-Q Quarterly Report Septemeber 30, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 4, 2014 |
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): April 2, 2014 PureSafe Water Systems, Inc. |
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| March 14, 2014 |
8-K 1 psws8k.htm CURRENT REPORT 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): March 7, 2014 PureSafe Water Systems, Inc. (Exact name of registrant as specified in charter) Delaware 0-30544 (State or other jurisdiction (Commission File Number) of |
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| February 14, 2014 |
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): February 13, 2014 PureSafe Water Systems, Inc. |
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| November 15, 2013 |
OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| August 15, 2013 |
OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| May 20, 2013 |
EXHIBIT 3.1b AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK, $0.001 PAR VALUE PER SHARE PureSafe Water Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: FIRST: That the Board of Directors of the Corporation (the "Board") on April 15, 2013, in accordance with the |
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| May 14, 2013 |
OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 16, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30544 PureSafe Water Systems, Inc. (Name of registrant as specified in |
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| April 3, 2013 |
EXCLUSIVE SALES AND MARKETING AGREEMENT EXHIBIT 10.47 EXCLUSIVE SALES AND MARKETING AGREEMENT This Exclusive Sales and Marketing Agreement the "Agreement") is entered into as of January 25., 2013, by and between PureSafe Water Systems, Inc. ("PS"), having its principal place of business at 160 Dupont Street, Plainview, NY 11803 and Global Equipment Marketing, Inc. ("GEM"), having its principal place of business at 71 South Street, Hopki |
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| April 3, 2013 |
EXHIBIT 3.1a State of Delaware Secretary of State Division of Corporations Delivered 04:45 PM 06/26/2012 FILED 04:42 PM 06/26/2012 SRV 120779550 - 2119652 FILE CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B PREFERRED STOCK, $0.001 PAR VALUE PER SHARE PureSafe Water Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), here |
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| April 3, 2013 |
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): June 26, 2012 PureSafe Water Systems, Inc. |
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| April 3, 2013 |
EXHIBIT 10.46 ENGINEERING PACKAGE AGREEMENT This Engineering Package Agreement (the "Agreement") is entered into as of January 24, 2013, by and between PureSafe Water Systems, Inc. ("PS"), having its principal place of business at 161) Dupont Street, Plainview, NY 1 1803 and ETG/Engineering, Technologies Group. Inc. ("ETG"). having its principal place of business at 71 South Street, Hopkinton, MA |
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| April 1, 2013 |
OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 6, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) þ Definitive Information Statement PureSafe Water Systems, Inc. (Name o |
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| January 25, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement PureSafe Water Systems, Inc. (Name o |
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| November 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registran |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on F |
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| September 17, 2012 |
- DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) þ Definitive Information Statement PureSafe Water Systems, Inc. (Name o |
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| September 4, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement PureSafe Water Systems, Inc. (Name o |
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| August 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| August 15, 2012 |
NT 10-Q 1 pswsnt10q.htm LATE FILING NOTICE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report |
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| May 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| May 15, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on F |
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| April 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30544 PureSafe Water Systems, Inc. (Name of registrant as specified in |
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| March 30, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Fo |
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| November 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registran |
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| November 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K ? Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on F |
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| August 22, 2011 |
EXHIBIT 10.44 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 3, 2011, between PURESAFE WATER SYSTEMS, INC., a Delaware corporation (“PSWS”), and SOUTHRIDGE PARTNERS II, LP, a Delaware limited partnership (“Purchaser”). WHEREAS, Purchaser and PSWS are executing and delivering this Agreement in reliance upon the exemption from securities registratio |
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| August 22, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| August 22, 2011 |
EXHIBIT 10.45 THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS T |
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| August 22, 2011 |
EXHIBIT 10.43 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION |
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| August 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING Check one): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For the period ended: June 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on |
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| May 20, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| May 17, 2011 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2011 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transi |
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| April 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) formOF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30544 PureSafe Water Systems, Inc. (Name of registrant as specifie |
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| March 31, 2011 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number CUSIP Number (Check one): √ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2010 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Tra |
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| January 26, 2011 |
EXHIBIT 10.43 SETTLEMENT AGREEMENT made this 29th day of December, 2010 by and between Hidell-Eyster International, 195 Whiting Street, Hingham, Massachusetts 02043 (HEI) and PureSafe Water Systems, Inc., 25 Fairchild Avenue, Plainview, New York 11803 (PureSafe). WITNESSETH: WHEREAS, HEI and PureSafe are parties to a certain General Management Service Agreement, dated January 1, 2010, as amended b |
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| January 26, 2011 |
Employment Agreement PureSafe Water Systems, Inc. EXHIBIT 10.44 Employment Agreement PureSafe Water Systems, Inc. Agreement made as of January 1, 2011, by and between Gerard R. Stoehr of 305 East 24th Street, Apt 11Y, New York, N.Y. 10010 ("Executive") and PureSafe Water Systems, Inc., (the "Company"). PREAMBLE The Board of Directors of the Company recognizes Executive's previous and potential contribution to the growth and success of the Company |
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| January 26, 2011 |
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): January 1, 2011 PureSafe Water Systems, Inc. |
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| November 19, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q T QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registran |
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| November 16, 2010 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-09478 CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 30, 2010 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Fo |
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| November 8, 2010 |
EXHIBIT 10.42a MODIFICATION AGREEMENT This AGREEMENT made as of this 23rd day of October, 2010 (the "Modification Agreement") by and between Hidell-Eyster International having an address at 195 Whiting Street, Hingham, MA, Attn: Henry R. Hidell (hereinafter referred to as "HEI"), and PureSafe Water Systems, Inc. having an address at 25 Fairchild Avenue, Suite 250, Plainview, New York (hereinafter |
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| November 8, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT 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): October 23, 2010 PureSafe Water Systems, Inc. |
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| August 16, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| June 28, 2010 |
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): June 11, 2010 PureSafe Water Systems, Inc. |
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| May 24, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| May 17, 2010 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 001-09478 CUSIP Number (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2010 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 1 |
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| April 20, 2010 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT 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): April 16, 2010 PureSafe Water Systems, Inc. |
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| April 13, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30544 PureSafe Water Systems, Inc. Formerly known as Water Chef, Inc. |
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| April 1, 2010 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 0-30544 CUSIP Number 7462H 10 3 (Check one): √ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2009 Transition Report on Form 10-K Transition Report on Form 20-F Transition Repo |
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| April 1, 2010 |
8-K 1 form8k.htm PURE SAFE WATER SYSTEMS 8-K 3-26-2010 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): March 26, 2010 PureSafe Water Systems, Inc. (Exact name of registrant as specified in charter) Delaware 0-30544 (State or other jurisdiction of |
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| April 1, 2010 |
Hidell-Eyster International General Management Service Agreement EX-10.42 2 ex1042.htm EXHIBIT 10.42 EXHIBIT 10.42 Hidell-Eyster International General Management Service Agreement 1. THIS AGREEMENT by and between Hidell-Eyster International (HEI), 195 Whiting Street, Hingham, MA and PureSafe Water Systems, Inc., 25 Fairchild Avenue, Suite 250, Plainview, NY 11803 (the Client and/or the Company), dated this First Day of January, 2010, wherein HEI agrees to perfo |
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| February 8, 2010 |
Employment Agreement PureSafe Water Systems, Inc. EXHIBIT 10.41 Employment Agreement PureSafe Water Systems, Inc. Agreement made as of January 1, 2010, by and between Terry R. Lazar of Jericho, New York (“Executive”) and PureSafe Water Systems, Inc. (the “Company”). PREAMBLE The Board of Directors of the Company recognizes Executive's previous and potential contribution to the growth and success of the Company and desires to assure the Company of |
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| February 8, 2010 |
Employment Agreement PureSafe Water Systems, Inc. EXHIBIT 10.40 Employment Agreement PureSafe Water Systems, Inc. Agreement made as of January 1, 2010, by and between Leslie Kessler of Jericho, New York (“Executive”) and PureSafe Water Systems, Inc. (the “Company”). PREAMBLE The Board of Directors of the Company recognizes Executive's previous and potential contribution to the growth and success of the Company and desires to assure the Company of |
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| February 8, 2010 |
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): February 1, 2010 PureSafe Water Systems, Inc. |
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| November 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-09478 PureSafe Water Systems, Inc. (Exact name of registrant |
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| November 16, 2009 |
Exhibit 10.1 LOAN AGREEMENT This Loan Agreement, dated as of , 2009 (this ?Agreement?), is by and between PureSafe Water Systems, Inc., a Delaware corporation with a principal place of business at 25 Fairchild Avenue, Suite 250, Plainview, New York 11803 (the "Company"), and , an individual residing at (the "Lender"). W I T N E S S E T H : WHEREAS, the Lender desires to loan (the ?Loan?) to the Co |
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| August 13, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-09478 PureSafe Water Systems, Inc. (Exact name of registrant as sp |
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| June 18, 2009 |
PureSafe Water Systems, Inc. Announces Proposed Company Management Changes EXHIBIT 99.1 Announcement Press Release PureSafe Water Systems, Inc. Announces Proposed Company Management Changes PureSafe Water Systems, Inc. (OTCBB:PSWS) (formerly known as Water Chef, Inc.) 25 Fairchild Avenue, Suite 250 Plainview, NY 11803 Contact: Leslie J. Kessler Voice: 516.208.8250 Fax: 516.208.8252 E-Mail: [email protected] Web Site: www.puresafewatersystems.com Plainview, Ne |
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| June 18, 2009 |
Financial Statements and Exhibits 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): June 18, 2009 PureSafe Water Systems, Inc. |
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| June 17, 2009 |
EXHIBIT 3.2a AMENDED AND RESTATED BY-LAWS OF PURESAFE WATER SYSTEMS, INC., a Delaware corporation (Effective June 11, 2009) ARTICLE I STOCKHOLDERS SECTION 1.1 Annual Meetings. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting may be held at such place, within or without the State of Delaware, as may be designated by or |
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| June 17, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT 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): June 11, 2009 PureSafe Water Systems, Inc. |
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| May 21, 2009 |
PureSafe Water Systems, Inc. Incentive Stock Option Agreement Exhibit 10.1 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2008 Equity Incentive Plan (the ?Plan?), has granted to Leslie J. Kessler (the ?Optionee?) a stock option (the ?Option?) to purchase a total of three million (3,000,000) shares (each, a ?Share?) of the common stock, par value $0. |
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| May 21, 2009 |
Exhibit 10.3 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”), has granted to Al Wolter (the “Optionee”) a stock option (the “Option”) to purchase a total of five hundred thousand shares (each, a “Share”) of the common stock, par value $0.001 per shar |
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| May 21, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact nam |
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| May 21, 2009 |
Exhibit 10.4 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2008 Equity Incentive Plan (the ?Plan?), has granted to Jawyi Dillmann (the ?Optionee?) a stock option (the ?Option?) to purchase a total of two hundred and fifty thousand shares (each, a ?Share?) of the common stock, par value $ |
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| May 21, 2009 |
PureSafe Water Systems, Inc. Incentive Stock Option Agreement Exhibit 10.2 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2008 Equity Incentive Plan (the ?Plan?), has granted to Terry R. Lazar (the ?Optionee?) a stock option (the ?Option?) to purchase a total of three million (3,000,000) shares (each, a ?Share?) of the common stock, par value $0.001 |
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| May 21, 2009 |
WARRANT NO. 125 PURESAFE WATER SYSTEMS, INC. 4,000,000 Shares Exhibit 10.5 WARRANT NO. 125 PURESAFE WATER SYSTEMS, INC. 4,000,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WI |
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| May 20, 2009 |
Exhibit 10.3 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2008 Equity Incentive Plan (the ?Plan?), has granted to Al Wolter (the ?Optionee?) a stock option (the ?Option?) to purchase a total of five hundred thousand shares (each, a ?Share?) of the common stock, par value $0.001 per shar |
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| May 20, 2009 |
PureSafe Water Systems, Inc. Incentive Stock Option Agreement Exhibit 10.2 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”), has granted to Terry R. Lazar (the “Optionee”) a stock option (the “Option”) to purchase a total of three million (3,000,000) shares (each, a “Share”) of the common stock, par value $0.001 |
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| May 20, 2009 |
WARRANT NO. 125 PURESAFE WATER SYSTEMS, INC. 4,000,000 Shares Exhibit 10.5 WARRANT NO. 125 PURESAFE WATER SYSTEMS, INC. 4,000,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WI |
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| May 20, 2009 |
PureSafe Water Systems, Inc. Incentive Stock Option Agreement Exhibit 10.1 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the ?Company?), pursuant to the Company?s 2008 Equity Incentive Plan (the ?Plan?), has granted to Leslie J. Kessler (the ?Optionee?) a stock option (the ?Option?) to purchase a total of three million (3,000,000) shares (each, a ?Share?) of the common stock, par value $0. |
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| May 20, 2009 |
Exhibit 10.4 PureSafe Water Systems, Inc. Incentive Stock Option Agreement PureSafe Water Systems, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”), has granted to Jawyi Dillmann (the “Optionee”) a stock option (the “Option”) to purchase a total of two hundred and fifty thousand shares (each, a “Share”) of the common stock, par value $ |
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| May 20, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-09478 PureSafe Water Systems, Inc. (Exact name of registrant as |
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| May 15, 2009 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3234-0058 SEC File Number 0-30544 CUSIP Number 74624H 10 3 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2009 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report |
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| April 15, 2009 |
Exhibit 10.29 LOAN AGREEMENT This Loan Agreement, dated as of October 14, 2008 (this “Agreement”), is by and between Water Chef, Inc., a Delaware corporation with a principal place of business at 25 Fairchild Avenue, Suite 250, Plainview, New York 11803 (the "Company"), and Terry R. Lazar, an individual residing at 34 Kristi Drive, Jericho, NY 11753(the "Lender"). W I T N E S S E T H : WHEREAS, th |
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| April 15, 2009 |
Certification of Principal Financial Officer Exhibit 31.2 Certification of Principal Financial Officer I, Terry R. Lazar, certify that: 1. I have reviewed this Annual Report on Form 10-K of PureSafe Water Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| April 15, 2009 |
Exhibit 10.30 LOAN AGREEMENT This Loan Agreement, dated as of November 17, 2008 (this “Agreement”), is by and between Water Chef, Inc., a Delaware corporation with a principal place of business at 25 Fairchild Avenue, Suite 250, Plainview, New York 11803 (the "Company"), and Terry R. Lazar, an individual residing at 34 Kristi Drive, Jericho, NY 11753(the "Lender"). W I T N E S S E T H : WHEREAS, t |
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| April 15, 2009 |
Exhibit 10.28 LOAN AGREEMENT This Loan Agreement, dated as of November 17, 2008 (this ?Agreement?), is by and between Water Chef, Inc., a Delaware corporation with a principal place of business at 25 Fairchild Avenue, Suite 250, Plainview, New York 11803 (the "Company"), and Leslie J. Kessler, an individual residing at 11 Hedgerow Lane, Jericho, NY 11753(the "Lender"). W I T N E S S E T H : WHEREA |
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| April 15, 2009 |
Composite Restated Certificate of Incorporation PureSafe Water Systems, Inc. Exhibit 3.01 Composite of Restated Certificate of Incorporation of PureSafe Water Systems, Inc. 1. The name of the Corporation is: PureSafe Water Systems, Inc. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is the Corporation Trust Com |
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| April 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-30544 PureSafe Water Systems, Inc. (Name of registrant as specified in |
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| April 15, 2009 |
Certification of Principal Financial Officer Exhibit 32.2 Certification of Principal Financial Officer In connection with the filing of the Annual Report on Form 10-K (the “Report”) of PureSafe Water Systems, Inc. (the “Registrant”) for the year ended December 31, 2008, I, Terry R. Lazar, the Chief Executive Officer of the Registrant, certify that, to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13( |
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| April 15, 2009 |
Exhibit 10.33 AGREEMENT Between WaterChef, Inc. 68 South Service Rd Suite 100 Melville, N.Y, USA Hereafter "Wate Chef And Bircon Ltd. 40 Jordan St. POB 182 , Shoham 73142 ISRAEL Fax : +972-3-9794165 Hereafter "Bircon" WaterChef is a US based public company engage in development and marketing of water purification systems (hereinafter the "Water Systems") worldwide; Bircon is an Israeli based priva |
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| April 15, 2009 |
Certification of Principal Executive Officer Exhibit 32.1 Certification of Principal Executive Officer In connection with the filing of the Annual Report on Form 10-K (the “Report”) of PureSafe Water Systems, Inc. (the “Registrant”) for the year ended December 31, 2008, I, Leslie J. Kessler, the Chief Executive Officer of the Registrant, certify that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securit |
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| April 15, 2009 |
Exhibit 10.31 LOAN AGREEMENT This Loan Agreement, dated as of December 17, 2008 (this “Agreement”), is by and between PureSafe Water Systems, Inc., a Delaware corporation with a principal place of business at 25 Fairchild Avenue, Suite 250, Plainview, New York 11803 (the "Company"), and Steve Legum, an individual residing at One Meadow Lane, Lawrence, NY 11559(the "Lender"). W I T N E S S E T H : |
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| April 15, 2009 |
Exhibit 10.32 WATER CHEF, INC. 25 Fairchild Avenue, Suite 250 Plainview, New York 11803 Phone: (516) 208-8250 Fax: (516) 208-8252 www.waterchef.net August 6, 2008 Mr. Alphonse Wolter President Designs and Project Development Corp. 243 NW 108 Avenue Coral Springs Fl. 33071 Dear Mr. Wolter: This agreement will serve as a consulting agreement between Water Chef Inc (the Company) and Designs and Proje |
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| April 15, 2009 |
Certification of Principal Executive Officer Exhibit 31.1 Certification of Principal Executive Officer I, Leslie J. Kessler, certify that: 1. I have reviewed this Annual Report on Form 10-K of PureSafe Water Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statemen |
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| April 15, 2009 |
Exhibit 10.27 LOAN AGREEMENT This Loan Agreement, dated as of October 14, 2008 (this “Agreement”), is by and between Water Chef, Inc., a Delaware corporation with a principal place of business at 25 Fairchild Avenue, Suite 250, Plainview, New York 11803 (the "Company"), and Leslie J. Kessler, an individual residing at 11 Hedgerow Lane, Jericho, NY 11753(the "Lender"). W I T N E S S E T H : WHEREAS |
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| March 31, 2009 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3234-0058 SEC File Number 0-30544 CUSIP Number 7462H 10 3 (Check one): √ Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2008 Transition Report on Form 10-K Transition Report on Form 20-F Transition Repo |
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| November 14, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-09478 Water Chef, Inc. (Exact name of registrant as specified |
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| November 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant £ Check the appropriate box: £ Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) S Definitive Proxy State |
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| October 23, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant T Filed by a Party other than the Registrant £ Check the appropriate box: T Preliminary Proxy Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) £ Definitive Proxy State |
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| October 21, 2008 |
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): July 30, 2008 Water Chef, Inc. (Exact name of registrant as specified in its charter) Delaware 0-30544 86-0515678 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 19, 2008 |
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): August 18, 2008 Water Chef, Inc. (Exact name of registrant as specified in its charter) Delaware 0-30544 86-0515678 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 19, 2008 |
Exhibit 10.3 WARRANT NO. 07-B-XX WATER CHEF, INC. (# of shares ) Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHO |
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| August 19, 2008 |
WATER CHEF, INC. 25 Fairchild Avenue Plainview, New York 11803 Exhibit 10.4 WATER CHEF, INC. 25 Fairchild Avenue Plainview, New York 11803 August 18, 2008 Terry R. Lazar 34 Kristy Drive Jericho, New York 11753 Dear Mr. Lazar: Reference is made to that certain Stock Purchase, Loan and Security Agreement, dated as of April 16, 2008 (the “Lazar Agreement”), between Water Chef, Inc. (the “Corporation”) and yourself (“Lazar”), pursuant to which the Corporation sol |
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| August 19, 2008 |
PRICES ARE VALID FOR 30 DAYS FROM DATE OF THIS PROPOSAL Exhibit 10.1 Location: 195 Whiting Street Hingham, Massachusetts 02043 USA Mailing Address: P.O. Box 325 Accord, Massachusetts 02018 USA June 6, 2008 Ms. Leslie Kessler, CEO Water Chef, Inc. 68 S. Service Road, Suite 100 Melville, NY 11747 Re: Proposal for Professional Services Dear Ms. Kessler: This proposal is the result of extensive conversations and discussions related to the professional serv |
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| August 19, 2008 |
Exhibit 10.2 STOCK SUBSCRIPTION AGREEMENT THIS AGREEMENT is effective from the day of , 2007 between Water Chef, Inc., a Delaware corporation (the “Company”), and residing at (the “Purchaser”). WHEREAS, desires to purchase shares of the Company’s Common Stock (the “Shares”) pursuant to the terms of this Agreement, and the Board of Directors of the Company has determined that it is in the best inte |
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| August 19, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 or o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-09478 WATER CHEF, INC. |
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| August 19, 2008 |
WATER CHEF, INC. 25 Fairchild Avenue Plainview, New York 11803 Exhibit 10.3 WATER CHEF, INC. 25 Fairchild Avenue Plainview, New York 11803 August 18, 2008 Leslie J. Kessler 11 Hedgerow Lane Jericho, New York 11753 Dear Ms. Kessler: Reference is made to that certain Stock Purchase, Loan and Security Agreement, dated as of April 16, 2008 (the “Kessler Agreement”), between Water Chef, Inc. (the “Corporation”) and yourself (“Kessler”), pursuant to which the Corpo |
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| August 12, 2008 |
United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3234-0058 SEC File Number 001-09478 CUSIP Number 940907108 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2008 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report |
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| May 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-09478 CUSIP NUMBER 940907108 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2008 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition |
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| April 17, 2008 |
Employment Agreement Water Chef, Inc. Exhibit 99.2 Employment Agreement Water Chef, Inc. Agreement made as of April 16, 2008, by and between Terry R. Lazar of Jericho, New York (?Employee?) and Water Chef, Inc. (the ?Company?). PREAMBLE The Board of Directors of the Company recognizes Employee?s previous and potential contribution to the growth and success of the Company and desires to assure the Company of Employee?s employment in an |
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| April 17, 2008 |
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): April 16, 2008 WATER CHEF, INC. (Exact name of registrant as specified in its charter) Delaware 0-30544 86-0515678 (State or other jurisdiction of incorporation) (Commission File Numb |
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| April 17, 2008 |
Exhibit 99.3 STOCK PURCHASE, LOAN AND SECURITY AGREEMENT BY AND BETWEEN WATER CHEF, INC. AND LESLIE J. KESSLER Dated as of April 16, 2008 STOCK PURCHASE, LOAN AND SECURITY AGREEMENT This STOCK PURCHASE, LOAN AND SECURITY AGREEMENT (this “Agreement”), made as of April 16, 2008, by and between WATER CHEF, INC., a Delaware corporation (the “Company”), and LESLIE J. KESSLER (“Executive”). BACKGROUND W |
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| April 17, 2008 |
Employment Agreement Water Chef, Inc. Exhibit 99.1 Employment Agreement Water Chef, Inc. Agreement made as of April 16, 2008, by and between Leslie J. Kessler of Jericho, New York (?Employee?) and Water Chef, Inc. (the ?Company?). PREAMBLE The Board of Directors of the Company recognizes Employee?s previous and potential contribution to the growth and success of the Company and desires to assure the Company of Employee?s employment in |
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| April 17, 2008 |
Exhibit 99.5 STOCK PURCHASE, LOAN AND SECURITY AGREEMENT BY AND BETWEEN WATER CHEF, INC. AND SHAUL KOCHAN Dated as of April 16, 2008 STOCK PURCHASE, LOAN AND SECURITY AGREEMENT This STOCK PURCHASE, LOAN AND SECURITY AGREEMENT (this ?Agreement?), made as of April 16, 2008, by and between WATER CHEF, INC., a Delaware corporation (the ?Company?), and SHAUL KOCHAN (?Consultant?). BACKGROUND WHEREAS, C |
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| April 17, 2008 |
Exhibit 99.4 STOCK PURCHASE, LOAN AND SECURITY AGREEMENT BY AND BETWEEN WATER CHEF, INC. AND TERRY R. LAZAR Dated as of April 16, 2008 STOCK PURCHASE, LOAN AND SECURITY AGREEMENT This STOCK PURCHASE, LOAN AND SECURITY AGREEMENT (this “Agreement”), made as of April 16, 2008, by and between WATER CHEF, INC., a Delaware corporation (the “Company”), and TERRY R. LAZAR (“Executive”). BACKGROUND WHEREAS |
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| March 31, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-09478 CUSIP NUMBER 940907108 (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10D o Form N-SAR oForm N-CSR For Period Ended: December 31, 2007 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Trans |
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| March 17, 2008 |
MALCOLM HOENLEIN TO JOIN THE BOARD OF DIRECTORS OF WATER CHEF, INC. Exhibit 99.1 Announcement Press Release MALCOLM HOENLEIN TO JOIN THE BOARD OF DIRECTORS OF WATER CHEF, INC. Water Chef, Inc. – (WTER OTC: BB) 68 South Service Road Suite 100 Melville, NY 11747 Contact: Leslie J. Kessler Voice: 631.577.7915 Fax: 631.577.7918 E-Mail: [email protected] Web Site: www.waterchef.net Melville, New York, March 17, 2008 – Leslie J. Kessler, President and Chief Executive O |
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| March 17, 2008 |
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): March 14, 2008 WATER CHEF, INC. (Exact name of registrant as specified in its charter) Delaware 0-30544 86-0515678 (State or other jurisdiction of incorporation) (Commission File Numb |
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| December 21, 2007 |
Water Chef, Inc. 68 South Service Road, Suite 100, Melville, New York 11747 December 21, 2007 Water Chef, Inc. 68 South Service Road, Suite 100, Melville, New York 11747 December 21, 2007 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Pamela A. Long Re: Water Chef, Inc. Form SB-2 Registration Statement File No. 333- 122252 Ladies and Gentlemen: We hereby request that the effective date for the registration statement referred to above be accelerated |
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| November 15, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 - NOTIFICATION OF LATE FILING SEC FILE NUMBER [ ] - CUSIP NUMBER 940907108 - (CHECK ONE): || Form 10-K || Form 20-F || Form 11-K |X| Form 10-Q || Form 10D || Form N-SAR || Form N-CSR For Period Ended: SEPTEMBER 30, 2007 || Transition Report on Form 10-K || Transition Report on Form 20-F || Transition Report on Form |
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| October 16, 2007 |
Exhibit 10.22 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This SETTLEMENT AGREEMENT (the "Settlement Agreement") is entered into as of the 11th day of October, 2007, by and between Water Chef, Inc. ("Water Chef") on the one hand, and Occidental Engineering Consultants Limited, a Republic of Cyprus corporation ("Occidental Engineering"), on the other (collectively the "Parties"); and WHEREAS, Water Che |
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| October 16, 2007 |
Exhibit 4.8 WARRANT NO. 106 WATER CHEF, INC. 2,000,000 Shares WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATE THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIA |
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| October 16, 2007 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 2007 Registration No. |
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| October 12, 2007 |
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) October 12, 2007 - - WATER CHEF, INC. |
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| September 10, 2007 |
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) September 7, 2007 - - WATER CHEF, INC. |
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| September 10, 2007 |
Exhibit 99.5 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. 07-A-1 - WATER CHEF, INC. COMMON STOC |
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| September 10, 2007 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of August 27, 2007 (this "Agreement"), is entered into by and between WATER CHEF, INC., a Delaware corporation with headquarters located at 68 South Service Road, Suite 100, Melville, NY 11747 (the "Company"), and each individual or entity named on an executed counterpart of the signature page hereto (each such |
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| September 10, 2007 |
Exhibit 99.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of September 7, 2007, is made by and between WATER CHEF, INC., a Delaware corporation ("Company"), and BRITTANY CAPITAL MANAGEMENT LIMITED, a corporation organized and existing under the laws of the Bahamas (the "Subscriber"). RECITALS WHEREAS, upon the terms and subject to the conditions of the F |
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| September 10, 2007 |
Exhibit 99.6 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. 07-A-2 - WATER CHEF, INC. COMMON STOC |
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| September 10, 2007 |
Exhibit 99.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. 07-01-A-1 US $200,000.00 - - WATER CH |
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| September 10, 2007 |
Exhibit 99.2 ANNEX IV TO SECURITIES PURCHASE AGREEMENT REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of August 27, 2007 (this "Agreement"), is made by and between WATER CHEF, INC., a Delaware corporation with headquarters located at 68 South Service Road, Suite 100, Melville, NY 11747 (the "Company"), and each entity named on a signature page hereto (each, an "Initial |
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| September 10, 2007 |
Exhibit 99.4 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. No. 07-01-A-2 US $50,000.00 - - WATER CHE |
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| September 10, 2007 |
Exhibit 99.7 PRIVATE EQUITY CREDIT AGREEMENT BY AND BETWEEN WATER CHEF, INC. AND BRITTANY CAPITAL MANAGEMENT LIMITED Dated September 7, 2007 THIS PRIVATE EQUITY CREDIT AGREEMENT is entered into as of the 7th day of September, 2007 (this "AGREEMENT"), by and between BRITTANY CAPITAL MANAGEMENT LIMITED, a corporation organized and existing under the laws of the Bahamas ("INVESTOR"), and WATER CHEF, |
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| September 6, 2007 |
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) August 31, 2007 - - WATER CHEF, INC. |
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| February 23, 2007 |
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) February 20, 2007 - - WATER CHEF, INC. |
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| February 5, 2007 |
Exhibit 10.1 AGREEMENT AND RELEASE Agreement and Release ("Agreement") executed this 31st day of January, 2007, by and between David Conway ("Employee") who resides at 22 North Drive, Plandome, New York 11030, and Water Chef, Inc. located at 1007 Glen Cove Avenue, Glen Head, NY 11545 ("the Company"). WHEREAS, Employee and Water Chef, Inc. entered into an Employment Agreement dated January 1, 2004 |
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| February 5, 2007 |
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) January 31, 2007 - - WATER CHEF, INC. |
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| February 5, 2007 |
Exhibit 99.1 PRESS RELEASE WATERCHEF ANNOUNCES RESIGNATION OF CHAIRMAN AND CEO AND APPOINTMENT OF LESLIE J. KESSLER GLEN HEAD, N.Y.- WaterChef, Inc. announced today the resignation of David A. Conway as Chief Executive Officer and Chairman of the Board of Directors, and the election of Leslie J. Kessler as Chief Executive Officer and as a member of the Board of Directors of the Company. Upon resig |
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| January 26, 2007 |
Exhibit 99.1 PRESS RELEASE WATERCHEF, INC. - (WTER-OTC:BB) 1007 GLEN COVE AVENUE GLEN HEAD, NEW YORK 11545 CONTACT: LESLIE J. KESSLER VOICE: (516) 656-0059 FAX: (516) 656-9095 E-MAIL: [email protected] Web Site: www.waterchef.net WATERCHEF ANNOUNCES THE ADDITION OF DR. RONALD HART TO ITS BOARD Glen Head, New York- January 22, 2007 - David A. Conway, Chairman and Chief Executive Officer, WaterChef |
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| January 26, 2007 |
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) January 22, 2007 - - Water Chef, Inc. |
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| January 18, 2007 |
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) January 16, 2007 - - WATER CHEF, INC. |
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| January 18, 2007 |
Exhibit 99.1 WATERCHEF ANNOUNCES APPOINTMENT OF LESLIE J. KESSLER AS PRESIDENT GLEN HEAD, N.Y-David A. Conway, Chairman and Chief Executive Officer, WaterChef, Inc., announced today the appointment of Leslie J. Kessler as President with responsibility for the marketing and sales activities of the Company. Ms. Kessler was one of the founding officers and a member of the Board of Directors of CPC of |
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| October 19, 2006 |
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) October 17, 2006 - - WATER CHEF, INC. |
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| October 19, 2006 |
Exhibit 99.4 THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS TH |
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| October 19, 2006 |
Exhibit 99.3 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION |
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| October 19, 2006 |
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of October 11, 2006, is made by and between WATER CHEF, INC., a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS LP, a Delaware limited liability company (the "Subscriber"). RECITALS WHEREAS, upon the terms and subject to the conditions of the Loan Agreement, as of even date, between the |
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| October 19, 2006 |
Exhibit 99.1 LOAN AGREEMENT LOAN AGREEMENT (the "AGREEMENT"), dated October 11th, 2006, between WATER CHEF, INC., a corporation organized under the laws of the State of Delaware ("WTER"), and SOUTHRIDGE PARTNERS LP, a Delaware limited liability company ("LENDER"). WHEREAS, Lender and WTER are executing and delivering this Agreement in reliance upon the exemption from securities registration afford |
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| January 31, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| January 20, 2006 |
OLSHAN OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 TELEPHONE: 212. |
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| January 20, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| December 23, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| November 23, 2005 |
Exhibit 99.1 LOAN AGREEMENT LOAN AGREEMENT (the "AGREEMENT"), dated as of November 16th, 2005, between WATER CHEF, INC., a corporation organized under the laws of the State of Delaware ("WTER"), and SOUTHRIDGE PARTNERS LP, a Delaware limited liability company ("LENDER"). WHEREAS, Lender and WTER are executing and delivering this Agreement in reliance upon the exemption from securities registration |
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| November 23, 2005 |
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement"), dated as of November 16, 2005, is made by and between WATER CHEF, INC., a Delaware corporation ("Company"), and SOUTHRIDGE PARTNERS LP, a Delaware limited liability company (the "Subscriber"). RECITALS WHEREAS, upon the terms and subject to the conditions of the Loan Agreement, as of even date, between the |
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| November 23, 2005 |
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) November 16, 2005 - - WATER CHEF, INC. |
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| November 23, 2005 |
Exhibut 99.4 THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS TH |
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| November 23, 2005 |
Exhibit 99.3 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION |
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| June 6, 2005 |
Water Chef, Inc. 1007 Glen Cove Avenue, Suite 1 Glen Head, New York 11022 June 6, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0404 Attention: Craig Slivka RE: WATER CHEF, INC. FORM SB-2 REGISTRATION STATEMENT FILE NO. 333- 122252 Dear Mr. Slivka: We hereby request that the effective date for the Registration Statement referred to above be accelerated so th |
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| May 27, 2005 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 27, 2005 Registration No. |
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| May 27, 2005 |
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 May 27, 2005 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N. |
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| May 16, 2005 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 1-09478 NOTIFICATION OF LATE FILING (Check [ ] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [X] Form 10-QSB One): [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2005 - [ ] Transition Report on Form 10-KSB [ ] Transition Report on Form 10-QSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: - READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. |
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| May 5, 2005 |
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 May 5, 2005 DIRECT DIAL: 212. |
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| May 5, 2005 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2005 Registration No. |
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| March 31, 2005 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 1-09478 NOTIFICATION OF LATE FILING (Check [X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [] Form 10-QSB One): [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2004 - [ ] Transition Report on Form 10-KSB [ ] Transition Report on Form 10-QSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: - READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. |
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| January 24, 2005 |
Exhibit 3.4 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF WATER CHEF, INC. - - Water Chef, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Water Chef, Inc., by the unanimous written consent of its members, filed with the minutes of the Board |
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| January 24, 2005 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2005 Registration No. |
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| January 24, 2005 |
Exhibit 4.6 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS. IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH STATE LAWS, THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE RE |
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| January 24, 2005 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF AUTO SWAP U.S.A. INC. - - Auto Swap U.S.A. Inc., a corporation duly organized and existing under and by virtue of the General Corporation law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Auto Swap U.S.A. Inc., by the unanimous written consent of its members, filed with the minut |
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| January 24, 2005 |
Exhibit 3.7 CERTIFICATE OF CORRECTION FILED TO CORRECT A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF WATER CHEF, INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON MARCH 22, 2002 * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * WATER CHEF, INC., a corporation organized and existing under and by virtue of The Gene |
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| January 24, 2005 |
Exhibit 3.5 CERTIFICATE FOR RENEWAL AND REVIVAL OF CERTIFICATE OF INCORPORATION Water Chef, Inc., a corporation organized under the laws of Delaware, the Certificate of Incorporation of which was filed in the office of the Secretary of State on the 9th day of March, 1987 and thereafter forfeited pursuant to section 136 (c) of the General Corporation Law of Delaware, now desiring to procure a reviv |
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| January 24, 2005 |
Exhibit 3.6 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF WATER CHEF, INC. - - WATER CHEF, INC. A corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the Board of Directors of Water Chef, Inc. by the unanimous written consent of its members, filed with the minutes of the Board, |
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| January 24, 2005 |
Exhibit 4.4 CERTIFICATE OF DESIGNATION OF SERIES F PREFERRED STOCK OF WATER CHEF, INC. Pursuant to Section 141 (f) of the Delaware General Corporation Law, Water Chef, Inc., a Delaware corporation (the "Corporation"), does hereby certify as follows: 1. The following resolution was duly adopted by the Board of Directors of the Corporation on April 1st, 2003 RESOLVED that there be created a series o |
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| January 24, 2005 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERMARK GAMING INTERNATIONAL, INC. This Certificate of Incorporation is amended and restated and has been properly adopted by the Corporation's board of directors and shareholders pursuant to Delaware General Corporation Law ss.242 and ss.245. The Corporation's name is Intermark Gaming International, Inc. pursuant to its original C |
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| November 15, 2004 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-09478 NOTIFICATION OF LATE FILING (Check [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR One): For Period Ended: September 30, 2004 - [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: - Read attached instruction sheet before preparing form. |
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| September 22, 2004 |
Exhibit 99.01 WATERCHEF PROJECTS RECEIVE UNITED NATIONS CERTIFICATION GLEN HEAD, N.Y.-Sept. 22, 2004-David A. Conway, President and Chief Executive Officer, WaterChef, Inc. announced today that WaterChef's application for certification and consultative status with the International Multiracial Shared Cultural Organization (IMSCO), an NGO Specialized with the Economic and Social Council of the Unit |
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| September 22, 2004 |
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) September 22, 2004 - WATER CHEF, INC. |
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| September 20, 2004 |
Exhibit 99.01 WATERCHEF ANNOUNCES AGREEMENT WITH UNITED NATIONS NGO GLEN HEAD, NY-(BUSINESS WIRE)-Sept. 20, 2004-David A. Conway, President and Chief Executive Officer, WaterChef, Inc. (OTCBB: WTER) announced today that WaterChef has entered into an agreement with International Multiracial Shared Cultural Organization (IMSCO), 4 Park Avenue, New York, a global financial consulting group representi |
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| September 20, 2004 |
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) September 20, 2004 - WATER CHEF, INC. |
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| June 9, 2004 |
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): June 8, 2004 - WATER CHEF, INC. - - (Exact name of registrant as specified in its charter) Delaware 0-30544 86-0515678 - - (State or other jurisdiction (Commission (IRS Employer of |
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| June 9, 2004 |
EXHIBIT 99.1 PRESS RELEASE WATERCHEF, INC. SHAREHOLDERS APPROVE INCREASE IN AUTHORIZED CAPITAL STOCK Glen Head, New York, June 8, 2004 - David A. Conway, President and Chief Executive Officer, announced today that on June 5, 2004, WaterChef, Inc., a Delaware corporation (the "Company") convened a special meeting of its common, Series A Preferred, Series C Preferred, Series D Preferred and Series F |
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| April 15, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 10-KSB/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: - WATERCHEF, INC. - ( |
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| April 15, 2004 |
EXHIBIT 10.1 SETTLEMENT AGREEMENT AND GENERAL RELEASES This Mutual Settlement Agreement and General Release ( the "Agreement") is made and entered into by and between K. Thomas and Callaway Decoster, husband and wife and K. Thomas Decoster individually, Michael P. and Roberta S. Gaudette, husband and wife, Dominic M. Strazzulla, the Felix A. Hertzka Estate, Claudette L. Gelfand and the Claudette L |
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| April 15, 2004 |
EXHIBIT 10.2 ADDENDUM TO SETTLEMENT AGREEMENT This Addendum to Settlement Agreement and is made and entered into by and between K. Thomas and Callaway Decoster, husband and wife and K. Thomas Decoster individually, Michael P. and Roberta S. Gaudette, husband and wife, Dominic M. Strazzulla, the Felix A. Hertzka Estate, Claudette L. Gelfand and the Claudette L. Gelfand Revocable Trust, Catherine C. |
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| August 21, 2003 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: /X/ Preliminary proxy statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive proxy statement / / Definitive additional materials / / Soliciting material under Rule 14a-12 WATER CHEF, INC. |
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| June 3, 2003 |
EXHIBIT 16 May 30, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Dear Sirs: We have read the statements made by WaterChef, Inc., which we understand will be filed with the Commission pursuant to Item 4 on Form 8-K, as part of the Company's Report on the Form 8-K dated April 25, 2003. We agree with the statements concerning our firm in said Form 8-K. Very truly |
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| June 3, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K-A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2003 WaterChef, Inc. |
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| May 16, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 001-09478 - NOTIFICATION OF LATE FILING (CHECK ONE):| | Form 10-K || Form 20-F || Form 11-K [x] Form 10-Q || Form N-SAR CUSIP NUMBER For Period Ended: March 31, 2003 Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10 |
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| April 30, 2003 |
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) April 25, 2003 WaterChef, Inc. |
