8-K 1 adsero8-k.htm FORM 8-K FOR 01-31-06

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): January 31, 2006

 

ADSERO CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-31040

 

65-0602729

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

2101 Nobel Street, Sainte Julie, Quebec

(Address of principal executive offices)

 

J3E 1Z8

(Zip Code)

 

(450) 922-5689

(Registrant’s telephone number, including area code)

 

_____________________________________________________________

(Former name, former address and former fiscal year, 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:

 

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

 

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

 

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

 

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



SECTION 3 – SECURITIES AND TRADING MARKETS

 

ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES

 

Effective January 31, 2006, we issued 2,400,000 shares of our common stock (the “Shares”) and warrants (the “Warrants”) to purchase 2,400,000 shares of our common stock to the holder of our November 4, 2005 subscription receipts upon the automatic exercise of such subscription receipts on such date. No additional consideration was payable to us upon the exercise. The issuance of the subscription receipts was previously reported in our Current Report on Form 8-K dated November 4, 2005. Each Warrant entitles the holder to purchase, subject to adjustment, one share of our common stock at a price of $1.25 per share at any time prior to 5:00 p.m. (Toronto time) on May 3, 2008. The Shares and the Warrants were issued in reliance upon Section 3(a)(9) of the Securities Act of 1933, as amended.




SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly cause this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ADSERO CORP.

 

Dated:

January 31, 2006

By:

/s/ William Smith

 

 

Name:

William Smith

 

 

Title:

Secretary, Treasurer,

Chief Financial Officer


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