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 23~~ July 27, 2010

PepperBall Technologies, Inc.

(Exact name of registrant as specified in its charter)

Colorado		001-32566		20-1978398
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6142 Nancy Ridge Drive, Suite 101

San Diego, CA 92121

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 638-0236

None

(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

~~Securities~~Security ~~Purchase~~ Agreement ~~and Convertible Promissory Notes~~

On ~~March~~July 9, 232010, ~~2010~~a wholly owned subsidiary of the Registrant, PepperBall Technologies, - CA, Inc., a ~~Colorado~~Delaware corporation (the “Company”) entered into a ~~Securities~~Security ~~Purchase~~ Agreement (the “~~Securities~~Security ~~Purchase~~ Agreement”) with PRIMARY ~~investors~~FUNDING ~~for~~CORPORATION ~~the~~, ~~private~~A ~~placement~~California ofCorporation ~~Convertible Promissory Notes~~ (~~the~~ “~~Notes~~PFC”) ~~having~~for a short ~~principal~~term ~~amount~~financing ~~of $255,000~~agreement. ~~Subject~~The ~~to the~~Agreement ~~conversion~~provides ~~provisions~~for ~~set~~up ~~forth in the Notes, the outstanding principal~~to ~~amount under the Notes is due and payable on December 31~~$500,000 ~~2010~~in ~~(the~~factoring ~~“Maturity Date”). The~~financing ~~Notes~~with ~~bear~~a ~~simple~~discount ~~interest~~fee atcharged ~~the rate~~ of 101% ~~per~~for ~~annum,~~each ~~and~~fifteen ~~interest~~days ~~shall~~an beadvance ~~paid~~under ~~quarterly~~the inAgreement ~~arrears~~associated ~~beginning~~ with ~~the~~an ~~quarter~~invoice ~~ended~~is ~~March~~outstanding. ~~31,~~The ~~2010,~~financing ~~with~~is ~~such~~collateralized ~~interest to be paid~~ by the ~~tenth day of the month following quarter end. As security for the~~ Company’s ~~obligations~~assets, ~~the~~including ~~Company~~accounts ~~granted~~receivable, ~~the~~inventory ~~purchasers of the Notes a security interest in all of the Company’s personal property located in the State of California (the “Security Interest”); provided that the Notes~~ and ~~the Security Interest are subordinated to the obligations of the Company to James Simpson Foundation and J~~equipment.A. The ~~and~~initial ~~G.L.~~Agreement ~~Simpson~~is ~~Trust. Further,~~for ~~the~~a ~~purchasers~~term of ~~the~~six ~~Notes~~months ~~agreed~~and ~~that~~automatically ~~the Notes~~renews ~~will~~for besuccessive ~~subordinate~~six ~~to any accounts receivable and/or inventory line of~~months ~~credit~~periods ~~obtained~~unless terminated by ~~the~~either ~~Company in the future~~party. The ~~Notes~~Agreement ~~were issued~~contains oncustomary ~~March~~provisions 23for reporting, ~~2010~~defaults, ~~and may be prepaid at any time upon thirty days’ notice~~etc.

AtAs ~~the~~a ~~sole~~condition ~~discretion~~ of the ~~holder,~~Agreement ~~the~~becoming ~~outstanding~~effective, ~~principal amount of~~ the ~~Notes~~Company ~~and any~~was ~~accrued~~required ~~but unpaid interest thereon may be converted into shares of the~~to ~~Company’s~~obtain ~~Common~~executed ~~Stock or non~~Inter-~~voting~~Creditor ~~Series~~Agreements Cwith ~~Preferred~~its ~~Stock~~existing ~~at a conversion~~secured ~~price of $0~~lenders.10 As ~~per share, provided that conversion requests must be made in minimum amounts~~ of ~~the~~July ~~greater of $50~~27,~~000~~ or2010 ~~the~~those ~~remaining~~Inter-Creditor ~~balance~~Agreements ~~of a holder’s~~were ~~Note~~obtained.

The ~~Company~~description ~~plans~~of ~~to use~~ the ~~proceeds~~transaction ofset ~~the~~forth ~~Notes~~above tois ~~make~~qualified ~~payments~~in onits ~~the~~entirety ~~amounts~~by ~~outstanding~~reference ~~under~~to ~~Loan~~the ~~Agreements~~Securities ~~with~~Purchase ~~James~~Agreement ~~Simpson Foundation~~ and ~~J.A.~~Convertible ~~and~~Promissory Note, ~~G.L.~~forms ~~Simpson~~of ~~Trust,~~which toare ~~fund~~filed ~~sales~~with ~~and~~this ~~marketing~~current ~~and~~report ~~inventory~~as ~~expenses~~Exhibits 10.1, ~~and~~10.2 ~~for~~and ~~other~~10.3, ~~working capital purposes~~respectively.

~~The Notes~~Item ~~and~~2.03 Creation ~~the securities issuable upon conversion~~ of ~~the~~a ~~Notes~~Direct ~~have~~Financial ~~not~~Obligation ~~been and will~~or ~~not~~an beObligation ~~registered~~ under ~~the Securities Act in reliance upon~~ an ~~exemption~~Off-Balance ~~from registration~~SheetArrangement ~~provided by Section 4(2)~~ of ~~the~~a Securities Act and/or Regulation D promulgated thereunder. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.Registrant

Richard A Collato, a member of the Board, was paid a fee of $10,800 for his efforts in connection with the sale of the Notes.

The description of the transaction set forth above is qualified in its entirety by reference to the Securities Purchase Agreement and Convertible Promissory Note, forms of which are filed with this current report as Exhibits 10.1 and 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01, Entry into a Material Definitive Agreement, is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth above under Item 1.01, Entry into a Material Definitive Agreement, is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		~~Securities~~Security ~~Purchase~~ Agreement bydated ~~and~~July ~~among~~9, ~~the~~2010, ~~Company~~between ~~and~~PEPPERBALL ~~the~~TECHNOLOGIES ~~investors~~- ~~identified~~CA, ~~on the signature pages thereto~~INC., ~~dated~~and asPRIMARY ofFUNDING ~~March 23, 2010~~CORPORATION.
10.2		~~Form~~Intercreditor ofAgreement ~~Convertible~~entered ~~Promissory~~into ~~Note~~between byJames ~~and~~A. ~~among~~Simpson ~~the~~Foundation, ~~Company~~J.A. ~~and~~& ~~the~~G.L. ~~investors~~Simpson ~~identified~~Trust, ondtd ~~the~~May ~~signature~~18, ~~pages~~1988 ~~thereto~~(Bridge Lender) and Primary Funding Corporation.
10.3		Form of Intercreditor Agreement entered into between __________ (Investor) and Primary Funding Corporation.

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.

		PepperBall Technologies, Inc.
Date: March 23, 2010		/s/ Jeffrey G. McGonegal
Date: August 3, 2010		/s/ Jeffrey G. McGonegal
		Jeffrey G. McGonegal
		Chief Financial Officer

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