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
April 15, 2005
Date of Report (Date of earliest event reported)
CARLETON VENTURES CORP.
(Exact name of registrant as specified in its charter)
| NEVADA | 000-50180 | 98-0365605 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| incorporation) |
| Suite 306, 1140 Homer Street | |
| Vancouver, British Columbia Canada | V6B 2X6 |
| (Address of principal executive offices) | (Zip Code) |
604-689-1659
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 1 REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
Carleton Ventures Corp. (“We” or the “Company”) has entered into subscription agreements with an aggregate of twenty one investors for the purchase and sale of an aggregate of 6,959,500 shares (the “Shares”) at a price of $0.10 per share for total proceeds of $695,950. Details of the sales of the Shares are provided in Item 3.02 of this Current Report on Form 8-K.
SECTION 3 SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
We have completed the following sales of equity securities in transactions that have not been registered under the Securities Act of 1933 (the “Act”) and that have not been reported on our previously filed periodic reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”):
| 1. | On April 15, 2005, we completed a private placement
with nine investors of 2,600,000 Shares at a price of $0.10 per Share
for total proceeds of $260,000 pursuant to Rule 506 of Regulation
D of the Act. We did not pay any fee or commission in connection with
the completion of the offering. The sales were completed pursuant to Rule
506 of Regulation D of the Act on the basis that each investor is an “accredited
investor”, as defined under Rule 501(a) of Regulation D of the Act.
Each investor represented to us their intent to acquire the securities
for investment purposes for their own account. No general solicitation
or general advertising was undertaken in connection with the offering.
All securities issued were endorsed with a restrictive legend confirming
that the securities could not be resold without registration under the
Act or an applicable exemption from the registration requirements of the
Act. |
| 2. | 2. On April 15, 2005, we completed a private placement
with eight investors of 1,655,000 Shares at a price of $0.10 per Share
for total proceeds of $165,500 pursuant to Rule 903 of Regulation S of
the Act. We did not pay any fee or commission in connection with the completion
of the offering. We completed the offering of the Shares pursuant to Rule
903 of Regulation S of the Act on the basis that the sale of the Shares
was completed in an “offshore transaction”, as defined in
Rule 902(h) of Regulation S. We did not engage in any directed selling
efforts, as defined in Regulation S, in the United States in connection
with the sale of the Shares. The investors represented to us that the
investors were not U.S. persons, as defined in Regulation S, and were
not acquiring the Shares for the account or benefit of a U.S. person.
The subscription agreements executed between us and the investors included
statements that the securities had not been registered pursuant to the
Act and that the securities may not be offered or sold in the United States
unless the securities are registered under the Act or pursuant to an exemption
from the Act. The investors agreed by execution of the subscription agreement
for the Shares: (i) to resell the securities purchased only in accordance
with the provisions of Regulation S, pursuant to registration under the
Act or pursuant to an exemption from registration under the Act; (ii)
that we are required to refuse to register any sale of the securities
purchased unless the transfer is in accordance with the provisions of
Regulation S, pursuant to registration under the Act or pursuant to an
exemption from registration under the Act; and (iii) not to engage in
hedging transactions with regards to the securities purchased unless in
compliance with the Act. All securities issued were endorsed with a restrictive
legend confirming that the securities had been issued pursuant to Regulation
S of the Act and could not be resold without registration under the Act
or an applicable exemption from the registration requirements of the Act.
|
| 3. |
On April 19, 2005, we completed the sale of 2,704,500
Shares at a price of $0.10 per share for total proceeds of $270,450
pursuant to Section 4(2) of the Act to the following directors, officers
and greater than 10% shareholders of the Company: |
| Name of Investor | Relationship to the Company | Number of Shares | Total Purchase Price |
| Glenn Catchpole | Director, President and Chief Executive Officer | 50,000 | $5,000 |
| Aileen Lloyd | Director, Secretary, Treasurer and Chief Financial Officer | 150,000 | $15,000 |
| Dennis Higgs | Director | 1,049,500 | $104,950 |
| Darcy Higgs | Greater than 10% Shareholder | 1,455,000 | $145,500 |
| TOTAL | 2,704,500 | $270,450 |
Each investor represented to us their intent to acquire the securities for investment purposes for their own account. No general solicitation or general advertising was undertaken in connection with the offering. All securities issued were endorsed with a restrictive legend confirming that the securities could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.
3.
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.
| CARLETON VENTURES CORP. | ||
| DATE: April 21, 2005 | By: | /s/ Aileen Lloyd |
| AILEEN LLOYD | ||
| Director/ Secretary | ||