8-K 1 form8k.htm CURRENT REPORT DATED MARCH 13, 2010 Aqua Society, Inc.: Form 8-K - Filed by newsfilecorp.com

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

March 10, 2010
Date of Report (Date of earliest event reported)

AQUA SOCIETY, INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50163 52-2357931
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  

Konrad - Adenauer Strasse 9-13  
45699 Herten, Germany                    
(Address of principal executive offices) (Zip Code)

011-49-6031-791-760
Registrant's telephone number, including area code

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

____ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

____ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


SECTION 3 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On March 10, 2010, Aqua Society, Inc. (the “Company”) issued an aggregate of 525,000 shares of the Company's common stock at a price of EUR 0.08 per share. The issuance was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. The Company did not engage in a distribution of this offering in the United States. The investors represented that they were not US persons as defined in Regulation S and that they were not acquiring the shares for the account or benefit of a US person.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On March 11, 2010, Erwin Oser resigned as a member of the Company's Board of Directors. Dr. Oser resigned as a director for personal reasons. There were no disagreements between Dr. Oser and the Company regarding any matter relating to the Company’s operations, policies or practices.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    AQUA SOCIETY, INC.
Date: March 13, 2010  
  By: /s/ Frank Iding
     
    FRANK IDING
    Chief Financial Officer and Treasurer

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