Advanced Lumitech Form 8-K

8-K 1 advancedlumatecbright8k20962.htm FORM 8-K Advanced Lumitech Form 8-K


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                                            United States
                                 Securities and Exchange Commission
                                       Washington, D.C. 20549

                                              Form 8-K
                                           Current Report

               Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                          Date of Report (Date of earliest event reported): June 8, 2006
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                                       Advanced Lumitech, Inc.
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                       (Exact name of registrant as specified in its charter)


           Nevada                             033-55254-27                         87-0438637
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(State or other jurisdiction            (Commission File Number)                  (IRS Employer
      of incorporation)                                                       Identification Number)


8C Pleasant Street, First Floor, South Natick, Mass.                                      01760
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       (Address of principal executive offices)                                         (Zip Code)

Registrant's telephone number, including area code: 508-647-9710

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))

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 8, 2006, Advanced Lumitech, Inc., a Nevada corporation (the "Registrant") entered
into a loan and security agreement (the "Loan Agreement") with Ross/Fialkow Capital Partners LLP, as
trustee of Brightec Capital Trust, a Massachusetts nominee trust, as lender ("RFCP"), pursuant to
which the Registrant may borrow up to $750,000 for a term expiring June 8, 2007. On June 8, 2006,
the Registrant drew $350,000 of the loan, out of which it paid the commitment fee described below.
All amounts borrowed under the Loan Agreement will be due on June 8, 2007 (subject to acceleration
at the discretion of RFCP in the event of a default). The loan is evidenced by a convertible note
(the "Convertible Note" or the "Note"). The principal terms of the Loan Agreement and the
Convertible Note are as follows:

a. Due date: June 8, 2007, subject to acceleration upon an Event of Default (as defined in
the Loan Agreement) at the discretion of RFCP.

b. Interest rate: 20% per year.

c. Interest payment dates: Monthly commencing July 8, 2006.

d. Commitment fee paid to RFCP: $37,500.

e. Conversion right: The principal amount of the loan plus accrued but unpaid interest, if
any, is convertible at any time prior to payment, at the election of RFCP, into the
Registrant's common stock at the rate of $0.12 per share. If the full principal amount of
the loan were advanced and converted, the number of shares of common stock issuable upon
conversion would be 6,250,000 (such shares, the "Conversion Shares"). The Conversion
Shares carry piggy-back registration rights.

f. Common stock purchase warrant (the "Warrant") have been issued to RFCP to purchase up to
1,500,000 shares (the "Warrant Shares") of the Registrant's common stock at an exercise
price of $0.12 per share, expiring on May 31, 2009. The Warrant Shares carry piggy-back
registration rights.

g. Collateral and other security: All assets of the Registrant, including all assets of the
Registrant's wholly owned subsidiary, Brightec, S.A., a Swiss corporation (the
"Subsidiary"), and including a pledge of the capital stock of the Subsidiary; the
Subsidiary has fully guaranteed the payment and performance of the Loan Agreement, the
Convertible Note and the Warrant.

h. Representations and covenants: The Loan Agreement contains customary representations by
the Registrant as borrower, including a prohibition on the payment of dividends or other
distributions on the Registrant's common stock.

i. Events of Default: The Loan Agreement and the Convertible Note contain customary Events of
Default which, if not waived by RFCP, would entitle RFCP to accelerate the due date of the
Note.

j. Events of Default: The Events of Default include a change in the condition or affairs
(financial or otherwise) of the Registrant which in the reasonable opinion of RFCP
materially impairs RFCP's security or materially increases RFCP's risk. The Events of
Default also include the failure of the Registrant to file a registration statement on
Form S-1 with the Securities and Exchange Commission on or before December 31, 2006, for
common stock having an aggregate offering price of at least $10,000,000.




ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

         As reported in Item 1.01 above, the Registrant issued equity securities in the form of (i)
the Convertible Note, which is convertible into up to 6,250,000 shares of common stock and a price
of $0.12 per share, and (ii) the Warrant, which entitles RFCP to purchase up to 1,500,000 shares of
common stock at a price of $0.12 per share. The sales of the equity securities are exempt from the
registration requirements of the Securities Act of 1933, as amended (the "Act"), under Section 4(2)
of the Act.




                                             SIGNATURES

         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.


Dated: June 30, 2006

                                             ADVANCED LUMITECH, INC.


                                             By: /s/ Patrick Planche
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                                                Name: Patrick Planche
                                                Title: President and Treasurer