pediatric8k062408.htm
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): June 24, 2008
COMMISSION
FILE NO.: 000-51804
PEDIATRIC PROSTHETICS,
INC.
(Exact
Name of Registrant As Specified In Its Charter)
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IDAHO
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68-0566694
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(State
Or Other Jurisdiction
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(IRS
Employer Identification No.)
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Of
Incorporation)
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12926 WILLOW CHASE DRIVE,
HOUSTON, TEXAS 77070
(Address
of Principal Executive Offices)
(281)
897-1108
(Issuer
Telephone Number)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement.
In
connection with the Delisting described below under Item 3.01, Pediatric
Prosthetics, Inc. (the “Company”, “we” or “us”) may be in default of $150,000 in
Callable Secured Convertible Notes (the “Debentures”) which the Company recently
sold in June 2008, to New Millennium Capital Partners II, LLC (the
“Purchaser”). Pursuant to the Debentures, we agreed to maintain our
listing on the Over-The-Counter Bulletin Board for as long as the Debentures
were outstanding.
Upon the
occurrence of and during the continuance of an event of default under the
Debentures, the Purchaser can make the Debentures immediately due and payable,
and can make us pay the greater of (a) 130% of the total remaining outstanding
principal amount of the Debentures, plus accrued and unpaid interest thereunder,
or (b) the total dollar value of the number of shares of common stock which the
funds referenced in section (a) would be convertible into (as calculated in the
Debentures), multiplied by the highest closing price for our common stock during
the period we are in default. If the Purchasers declare us in default, and we
fail to pay the Purchaser such amount within five (5) days of the date such
amount is due, the Purchaser can require us to pay them in the number of shares
of common stock equal to (b) divided by the Conversion Price (as defined in the
Debentures) then in effect.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Effective
June 24, 2008, our common stock was delisted from the Over-The-Counter Bulletin
Board (the “OTCBB”) due to our failure to timely file our quarterly report for
the period ended March 31, 2008 (the “Delisting”). Although we were
unable to file our quarterly report for the period ended March 31, 2008 with
financial statements which were reviewed and approved by our auditors by thirty
(30) days after the extended due date of such report, we have since filed the
completed and reviewed report and plan to immediately take action to engage a
market maker to re-apply for our common stock to be quoted on the
OTCBB. Until such time as we are able to re-quote our common stock on
the OTCBB, if ever, our common stock will continue to trade on the Pinksheets
trading market under the symbol “PDPR.”
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
PEDIATRIC PROSTHETICS,
INC.
June 25,
2008
/s/ Kenneth W.
Bean
Kenneth
W. Bean,
Vice
President