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): MARCH 22, 2012
ENVISION SOLAR INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-147104 26-1342810
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(State or other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
7675 DAGGET STREET, SUITE 150, SAN DIEGO, CA 92111
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (858) 799-4583
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(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
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On March 22, 2012, the Company entered into an investment bank services
agreement with Allied Beacon Partners, Inc. ("Allied Beacon"), a registered
securities broker dealer, to assist in the fund raising efforts relating to a
$2,200,000 private placement offering to be made by the Company. Allied Beacon
will be compensated with an eight percent (8%) cash fee for any investment
brought into this offering, and additionally, they will receive a five percent
(5%) fee payable in warrants for the purchase of shares of common stock. These
warrants will have a five year term and a strike price of one hundred and ten
percent (110%) of the subscribed price of common stock in the offering. The
subscription price in the offering is $0.25 per share of common stock.
Jay Potter, our Director, is a registered representative with Allied
Beacon.
A copy of this agreement is attached hereto as exhibit 10.1 and is
incorporated herein by reference.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits
10.1 Investment Bank Services Agreement with Allied Beacon
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.
ENVISION SOLAR INTERNATIONAL, INC.
March 23, 2012 By: /s/ Desmond Wheatley
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Desmond Wheatley, Chief Executive Officer
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