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) January 18, 2007
PAYMENT DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-30152 98-0190072
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12500 SAN PEDRO, SUITE 120, SAN ANTONIO, TEXAS 78216
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 249-4100
--------------------------------------------------------------------------------
(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 (see General Instruction A.2. below):
[ ] 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))
Item 3.02 Unregistered Sales of Equity Securities.
On January 18, 2007, we sold 3,000,000 shares of restricted common stock to
Robert D. Evans, an individual investor, for a total offering price of $255,000
under a Stock Purchase Agreement. Mr. Evans is an existing stockholder and also
invested in our common stock through a private placement in November 2001. The
shares were sold in accordance with Rule 506 of Regulation D under the
Securities Act of 1933 (as amended) in that:
- the sales were made to an accredited investor, as defined in Rule 501;
- we gave the purchaser the opportunity to ask questions and receive answers
concerning the terms and conditions of the offering and to obtain any
additional information which we possessed or could acquire without
unreasonable effort or expense that is necessary to verify the accuracy of
information furnished;
- at a reasonable time prior to the sale of securities, we advised the
purchaser of the limitations on resale in the manner contained in Rule
502(d)2;
- neither we nor any person acting on our behalf sold the securities by any
form of general solicitation or general advertising; and
- we exercised reasonable care to assure that the purchaser of the securities
is not an underwriter within the meaning of Section 2(a)(11) of the
Securities Act of 1933 in compliance with Rule 502(d).
This report contains forward-looking statements that involve risks and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend," "expect," "anticipate," "plan," and similar expressions to identify
forward-looking statements. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons including
our ability to implement our business plan, our ability to raise additional
funds and manage our substantial debts, consumer acceptance of our products, our
ability to broaden our customer base, and other risks described in our
reports filed with the Securities and Exchange Commission from time to time.
Although we believe the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on
which the statements are made, and our future results, levels of
activity, performance or achievements may not meet these expectations. We do
not intend to update any of the forward-looking statements after the date of
this document to conform these statements to actual results or to changes
in our expectations, except as required by law.
ITEM 9.01 Financial Statements and Exhibits.
EXHIBIT NO. DOCUMENT DESCRIPTION
------------ ---------------------
10.1 Stock Purchase Agreement between the Company and Robert D.
Evans, dated January 18, 2007.
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.
Payment Data Systems, Inc.
(Registrant)
Date January 23, 2007
/s/ Michael R. Long
---------------------
(Signature)
Michael R. Long
Chief Executive Officer and
Chief Financial Officer