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)
October
26, 2006
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-51696
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20-1372858
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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|
of
Incorporation)
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Identification
No.)
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Three
Riverway
Suite
1050
Houston,
Texas 77056
(Address
of principal executive offices including Zip Code)
(713)
888-0660
(Registrant’s
telephone number, including area code)
N/A
(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:
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))
Item
1.01. Entry
into a Material Definitive Agreement.
On
October 26, 2006, Trulite, Inc. (the “Company”) incurred indebtedness of
$250,000 pursuant to the terms of a $250,000 promissory note. Under the terms
of
the promissory note, the Company borrowed $250,000 from Standard Renewable
Energy Group, LLC. The note bears interest at a rate of 11.25% until April
24,
2007, at which time the rate will become the prime rate plus 3%. Standard
Renewable Energy Group, LLC wholly owns NewPoint Energy Solutions, LP
(“NewPoint”), the owner of approximately 45% of the Company’s common stock. The
note matures on July 22, 2007, and may be prepaid by the Company at any time
without penalty.
On
November 22, 2006, the Company incurred indebtedness of $400,000 pursuant to
the
terms of a $400,000 promissory note. Under the terms of the promissory note,
the
Company borrowed $400,000 from Contango Venture Capital Corporation, the owner
of approximately 6% of the Company’s common stock. The note bears interest at a
rate of 11.25% until April 24, 2007, at which time the rate will become the
prime rate plus 3%. The note matures on July 22, 2007, and may be prepaid by
the
Company at any time without penalty.
On
November 28, 2006, the Company incurred indebtedness of $100,000 pursuant to
the
terms of a $100,000 promissory note. Under the terms of the promissory note,
the
Company borrowed $100,000 from Standard Renewable Energy Group, LLC. The note
bears interest at a rate of 11.25% until April 24, 2007, at which time the
rate
will become the prime rate plus 3%. The note matures on July 22, 2007, and
may
be prepaid by the Company at any time without penalty.
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement
of a Registrant.
As
described under Item 1.01 above, on October 26, 2006, the Company borrowed
$250,000 pursuant to a promissory note, and on November 22, 2006 and November
28, 2006, the Company borrowed amounts of $400,000 and $100,000, respectively,
pursuant to promissory notes. See Item 1.01 for a description of such
borrowing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
No.
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Description
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11.1
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Promissory
Note, dated October 26, 2006, made by Trulite, Inc., in favor of
Standard
Renewable Energy Group, LLC.
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11.2
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Promissory
Note, dated November 28, 2006, made by Trulite, Inc., in favor of
Standard
Renewable Energy Group, LLC.
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11.3
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Promissory
Note, dated November 22, 2006, made by Trulite, Inc., in favor of
Contango
Venture Capital Corporation.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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TRULITE,
INC.
(Registrant)
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| Dated:
November 30, 2006 |
By: |
/s/ Jonathan
Godshall |
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Name:
Jonathan
Godshall
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Title:
President
and Chief Executive Officer
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