8-K 1 form8k.htm Filed by Automated Filing Services Inc. (604) 609-0244 - Exploration Drilling International Inc. - Form 8-K

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 14, 2008
Date of Report (Date of earliest event reported)

EXPLORATION DRILLING INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

NEVADA 000-50459 98-0396733
(State or other jurisdiction of (Commission File (IRS Employer Identification No.)
incorporation) Number)  
     
     
     
Mendelstrasse 11, Technologiehof,  
D-48149, Muenster, Germany             
(Address of principal executive offices) (Zip Code)

0049-2364-604428
Registrant's telephone number, including area code

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 14, 2008, Exploration Drilling International Inc. (the “Company”) completed a private placement to one investor of 384,615 units at a price of EUR 0.13 per unit for total proceeds of EUR 50,000. Each unit is comprised of one share of the Company’s common stock and one share purchase warrant. Each share purchase warrant will entitle the holder to purchase one additional share of the Company’s common stock at a price of EUR 0.17 per share for a period ending March 11, 2009. This private placement 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 investor represented that he was not a US person as defined in Regulation S, and has provided representations indicating that he was acquiring the Company’s securities for investment purposes only and not with a view towards distribution.

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.

  EXPLORATION DRILLING INTERNATIONAL INC.
     
Date: March 19, 2008  
  By: /s/ Guenter Thiemann
     
    GUENTER THIEMANN
    Chief Financial Officer

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