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): May ~~25,~~ ~~2007~~20, 2008

___________________

CELSIA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	33-64840	91-2015441
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Nevada

(State or other jurisdiction

of incorporation or organization)

33-64840

(Commission File Number)

91-2015441

(I.R.S. Employer

Identification No.)

1395 Brickell Avenue, Suite 800

Miami, FL 33131

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (305) 529-6290

Not Applicable

(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):

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 18.01. ~~Entry~~Other ~~Into a Material Definitive Agreement~~Events.

~~Debenture~~On ~~Offering. On~~ May 2515, ~~2007 (the “Closing Date”)~~2008, Celsia Technologies, Inc. (the “Company”) ~~issued 8%~~mailed ~~Secured~~a ~~Convertible~~Notice ~~Debentures due May 25, 2010 (the “Debentures”) in the aggregate principal amount of $8,142,847 to certain individuals~~ and ~~entities~~Proxy ~~(the~~Statement ~~“Debenture Holders”), together with warrants (the “Warrants”)~~ to ~~purchase 70,752,778~~all ~~shares~~ of the Company’s ~~common~~stockholders ~~stock,~~of ~~$0.001~~record ~~par~~as ~~value per share (the “Common Stock”), for an aggregate~~ of $May 6,~~850~~ 2008,~~000 in cash and the surrender of~~ ~~previously~~prepared in ~~outstanding~~connection ~~promissory~~with ~~notes of~~ the Company.’s ~~The~~2008 ~~sale~~Annual Meeting of ~~Debentures and~~Stockholders ~~Warrants~~ (the “~~Debenture~~Annual ~~Offering~~Meeting”). ~~was~~The ~~effected~~Annual ~~pursuant~~Meeting towill abe ~~Securities Purchase~~held ~~Agreement~~at ~~dated as of May 25, 2007 between~~ the ~~Company~~New ~~and~~York ~~the~~Athletic ~~Debenture~~Club, ~~Holders~~180 ~~(the~~Central ~~“Purchase~~Park ~~Agreement”).~~South, InNew ~~connection with the Debenture Offering~~York, ~~the~~New ~~Company~~York ~~entered~~at ~~into~~4:00 ap.m., ~~Security~~local ~~Agreement and Registration Rights~~time, ~~Agreement~~on Tuesday, ~~each~~June ~~dated as of May 25~~24, ~~2007~~2008, ~~with~~for the ~~Debenture~~following ~~Holders (the “Registration Rights Agreement”).~~purposes:

~~In connection with the Debenture Offering, Indigo Securities, LLC and Axiom Capital Management, Inc~~1. ~~(collectively, the “Placement Agents”) received (i) a cash fee~~ ~~of approximately $590,000 and (ii) warrants to purchase 4,720,000 shares of~~To ~~Common~~elect ~~Stock~~seven ~~(the~~directors ~~“Placement Agent Warrants”) pursuant~~ to aserve ~~Placement~~until ~~Agent Agreement between~~ the ~~Company~~next ~~and~~annual ~~the~~meeting ~~Placement Agents. In addition, holders~~ of ~~over~~ ~~fifty percent (50%) of each the Company’s outstanding shares of Series A~~stockholders ~~Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), and~~or ~~Series~~until B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock,” and, together with the Series A Preferred Stock, the “Preferred Stock”) consented to the Debenture Issuance and related transactions pursuant to a written consent which also approved a related amendment and restatement of the Company’s Articles of Incorporation which increased the number of authorized shares of Common Stock to 500,000,000 and eliminated certain rights of the Preferred Stock. The Amended and Restated Articles of Incorporation were filed on May 25, 2007. Each holder of Preferred Stock who certified to their ~~status as an~~successors ~~accredited~~are ~~investor~~duly ~~was~~elected ~~issued 2.19 shares of Common Stock for each share of Preferred Stock held by such holder (regardless of whether such holder consented to the Debenture Offering~~ and ~~related matters).~~qualified;

~~The~~2. ~~issuance of the Debentures, Warrants, Placement Agent Warrants and Common Stock~~To ~~were~~consider ~~exempt~~and ~~from~~approve ~~registration~~a ~~under~~proposal ~~the Securities Act of 1933, as amended (the “Securities Act”), pursuant~~ to ~~Section~~amend ~~4(2)~~and ~~thereof.~~restate ~~The~~our ~~Company~~2005 ~~made~~Stock ~~this~~Incentive ~~determination~~Plan into ~~part~~increase ~~based on~~ the ~~representations~~number of ~~the~~shares ~~recipients~~issuable ofunder ~~such securities,~~the ~~which~~plan ~~included,~~from ~~in pertinent part~~30, ~~that such parties were either~~000,000 ~~(i)~~to ~~not~~50,000,000 ~~“U.S.~~shares ~~persons” as defined in Regulation S~~ of ~~the~~common ~~Securities~~stock; ~~Act or (ii) “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.~~

~~The~~3. ~~Debenture Holders shall be entitled to receive interest on the aggregate~~To ~~unconverted~~consider and ~~then~~approve ~~outstanding~~an ~~principal~~amendment ~~amount~~ of ~~their~~our ~~Debentures~~Articles ~~at the rate~~ of 8%Incorporation ~~per~~to ~~annum, payable quarterly, in cash or Common Stock at the~~increase ~~discretion of~~ the ~~Company,~~number ~~and subject to certain limitations. The Debentures are secured by substantially all~~ of ~~the~~authorized ~~Company’s assets. The Debenture Holders have the right to convert the Debentures at any time into~~ shares of ~~Common Stock at~~common anstock ~~initial~~from ~~conversion~~500,000,000 price of $0.125. The initial exercise price of the Warrants and Placement Agent Warrants are $.144 per share. The conversion price of the Debentures and the exercise price of the Warrants and Placement Agent Warrants are subject to ~~adjustment upon certain~~750,000,000; ~~events.~~

4. To consider and approve an amendment of our Articles of Incorporation which will effect a reverse split of our common stock by a ratio of not less than one-2for-five and not more than one-for-twenty at any time prior to June 10, 2010, with the exact ratio to be set at a whole number within this range to be determined by our Board of Directors in its sole discretion;

~~Debentures~~5. ~~are convertible and (ii) for which the Warrants and Placement Agent~~To ~~Warrants~~ratify ~~are exercisable (collectively,~~ the ~~“Registrable~~selection ~~Securities”) within 30 days~~ of aPKF ~~demand~~Certified byPublic ~~Debenture~~Accountants ~~Holders~~as orour ~~within six (6) months after the~~independent ~~Closing~~registered ~~Date~~public ~~(the~~accounting ~~“Filing~~firm ~~Date”).~~for If the ~~Initial~~ ~~Registration~~fiscal ~~Statement~~year isending ~~not~~December ~~filed on or prior to its Filing Date~~31, ~~or in~~ ~~certain other circumstances, the Company shall pay to each Debenture Holder~~2008; anand amount in cash equal to 1.0% of the aggregate purchase price paid by such Debenture Holder pursuant to the Purchase Agreement for any unregistered registrable securities then held by such Debenture Holder.

~~Item~~6. ~~2.03.~~To transact ~~Creation~~such ofother abusiness ~~Direct~~and ~~Financial~~act ~~Obligation~~upon orany another ~~Obligation~~matter ~~under~~which anmay properly ~~Off-Balance~~come ~~Sheet~~before ~~Arrangement~~the ofmeeting aand ~~Registrant~~any adjournment or postponement thereof.

~~See~~Although ~~Item~~the Company is not subject to the disclosure requirements of the Securities 1and Exchange Commission’s Regulation 14A, the Company is reporting the Annual Meeting and delivery of its Notice and Proxy Statement under Item 8.01 ~~above~~on this Current Form 8-K because it deems the subject information to be of importance to its security holders.

~~Item~~A 3copy of the Company’s Notice and Proxy Statement is attached hereto as Exhibit 99.~~02.~~1 ~~Unregistered~~and ~~Sales~~incorporated ofherein ~~Equity~~by ~~Securities~~reference.

~~See~~ Item 1 9.01 Financial ~~above~~Statements and Exhibits.

~~Item~~99.1 ~~5.02.~~Celsia ~~Departure~~Technologies ofInc. ~~Directors~~Notice of ~~Certain~~2008 ~~Officers;~~Annual ~~Election~~Meeting of ~~Directors;~~Stockholders and ~~Appointment of Certain Officers; Compensatory Arrangements of Certain~~Proxy ~~Officers~~Statement.

By unanimous written consent, the directors of the Company appointed Alan Benaim to the Board of Directors effective as of May 25, 2007 and immediately subsequent to the issuance of the Debentures. Mr. Benaim is a Vice President of the investment advisor to a Debenture Holder which invested $2,500,000 in the Debenture Offering and serves as collateral agent for the Debenture Holders under the various security documents entered into in connection with the Debenture Offering. Mr. Benaim was appointed to the Board pursuant to certain appointment rights contained in the Debenture documentation. Mr. Benaim currently serves as a Vice President at Midsummer Capital, LLC, an investment advisor to various investment funds. Prior to joining Midsummer, Mr. Benaim spent seven years in various roles at JPMorgan Chase, most recently as a Vice President in the European Metals & Mining industry group. Mr. Benaim has an MBA from Columbia University Graduate School of Business and a Bachelor of Science degree in Economics from the London School of Economics.1

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Exhibit

3(i).1 Amended and Restated Articles of Incorporation.

4.1 Form of Debenture issued to purchasers of the Debentures.

4.2 Form of Warrant issued to purchasers of the Debentures.

4.3 Form of Warrant issued to the Placement Agents.

10.1 Securities Purchase Agreement dated May 25, 2007 between the Company and purchasers of the Debentures.

10.2 Registration Rights Agreement dated May 25, 2007 between the Company and purchasers of the Debentures.

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10.3 Security Agreement dated May 25, 2007 by and among the Company, Celsia Technologies UK Limited (“Celsia UK”), Celsia Technologies Korea, Inc. (“Celsia Korea”) and purchasers of the Debentures.

10.4 Form of Subsidiary Guarantee dated May 25, 2007 executed by each of Celsia UK and Celsia Korea.

10.5 Placement Agent Agreement dated May 1, 2007 by and among the Company and the Placement Agents.

10.6 Amendment to Placement Agent Agreement dated May 25, 2007 by and among the Company and the Placement Agents.

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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.

Date: June 1, 2007


	CELSIA TECHNOLOGIES, INC.

Date: May 20, 2008	By:	/s/ Jorge Fernandez
		Name: Jorge Fernandez Its: Chief Financial Officer

CELSIA TECHNOLOGIES, INC.

By: /s/ Michael Karpheden

Name: Michael Karpheden

Its: Chief Financial Officer

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Filing Compare · Celsia Technologies, Inc.