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)
September
19, 2006
__________________________
TRULITE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
0-51696
|
|
24-5711620
|
(State
or Other Jurisdiction
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
|
|
Identification
No.)
|
|
|
|
|
|
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)
Three
Riverway
Suite
1700
Houston,
Texas
77056
(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
September 21, 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 May 21,
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 June 18, 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 September 21, 2006, the Company borrowed
$250,000 pursuant to a promissory note. See Item 1.01 for a description of
such
borrowing.
Item
5.01. Changes
in Control of Registrant.
On
September 19, 2006, 17 holders of the Company’s common stock contributed to
NewPoint an aggregate of 5,331,622 shares of the Company’s common stock in
exchange for equity securities in NewPoint. As a result of such contribution,
NewPoint beneficially owns approximately 45% of the outstanding shares of the
Company’s common stock. By virtue of the level of equity ownership in Trulite,
NewPoint may be deemed to have the power to direct or influence management
or
the Board of Directors of the Company. The Company is not aware of any
arrangements between NewPoint or any other party with respect to the election
of
directors or other similar matters.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b) On
September 24, 2006, Mr. William Flores informed the Company that because of
time
constraints affecting his ability to perform his duties as a director, he
intends to resign as a member of the Company’s Board of Directors effective upon
the appointment of his successor.
Item
9.01. Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
of Exhibits
|
|
10.1
|
Promissory
Note, dated September 21, 2006, made by Trulite, Inc. in favor of
Standard
Renewable Energy Group, LLC.
|
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.
|
|
|
|
TRULITE,
INC.
|
|
(Registrant)
|
|
|
|
Dated:
October 4, 2006 |
By: |
/s/ Jonathan
Godshall
|
|
Name: |
Jonathan
Godshall
|
|
Title:
|
President
and Chief Executive Officer
|
EXHIBIT
INDEX
Exhibit
No.
|
Description
of Exhibits
|
10.1
|
Promissory
Note, dated September 21, 2006, made by Trulite, Inc. in favor of
Standard
Renewable Energy Group, LLC.
|