Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 28, 2008
VORTEX
RESOURCES CORP.
(Exact
name of registrant as specified in charter)
|
Delaware
|
001-12000
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13-3696015
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
9107
Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 461-3559
With
a
copy to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110
Wall
Street, 11th
Floor
New
York,
New York 10005
T:
516.833.5034
F:
516.977.1209
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 Instructions 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
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation.
Item
3.02 Unregistered Sales of Equity Securities.
Item
8.01 Other Events.
Convertible
Debenture Financing
Vortex
Resources Corp. (the “Company”) entered into a Securities Purchase Agreement
(the “Agreement”) with Trafalgar Capital Specialized Investment Fund, Luxembourg
(“Buyer”) on September 25, 2008 for the sale of up to $2,750,000 in convertible
notes (the “Notes”). Pursuant to the terms of the Agreement, the Company and the
Buyer closed on the sale and purchase of $1,600,000 in Notes on September 25,
2008. The Buyer exercised its option to close on a second financing for $400,000
in Notes on October 28, 2008 and still holds an option to close on additional
financing for $750,000 in Notes.
The
terms
of the second financing for $400,000 are identical to the terms of the
$1,600,000 Note, as disclosed in detail on the Company filing on October 2,
2008
on Form 8-K - Unregistered Sale of Equity Securities, Financial Statements
and
Exhibits. The Notes are convertible into our common stock, at the Buyer's
option, at a conversion price equal to 85% of the volume weighed average price
for the ten days immediately preceeding the conversion but in no evvent below
a
price of $2.00 per share.
As
of the
date hereof, the Company is obligated on the Notes issued to the Buyer in
connection with this offering. The Notes are a debt obligation arising other
than in the ordinary course of business, which constitute a direct financial
obligation of the Company.
The
Notes
were offered and sold to the Buyer in a private placement transaction made
in
reliance upon exemptions from registration pursuant to Section 4(2) under the
Securities Act of 1933 and Rule 506 promulgated thereunder. The Buyer is an
accredited investor as defined in Rule 501 of Regulation D promulgated under
the
Securities Act of 1933.
Memorandum
of Understanding - Blackhawk Investments Limited
On
September 2, 2008, the Company entered into a Memorandum of Understanding (the
“MOU”) to enter into a definitive asset purchase agreement with Blackhawk
Investments Limited, a Turks & Caicos company (“Blackhawk”) based in London,
England, as reported by the Company in September 4, 2008 on Form 8-K - Other
Events.
The
MOU
was amended on October 28, 2008 to reflect the terms below.
In
consideration of Blackhawk exercising its option to acquire the leases and
transferring such leases to the Company, the Company will pay $130,000,000
by
issuing Blackhawk or its designees shares of common stock of the Company using
a
price per share of $1.50 resulting in the issuance of 86,666,667 shares of
common stock. However, the number of shares to be delivered shall be adjusted
on
the six month anniversary of the closing of the asset acquisition (the
“Closing”), using the volume weighted average price for the six months following
the Closing. Blackhawk, SSL, NT Energy, Sandhaven and the advisors described
below as well as each of the officers, directors and affiliates of the
aforementioned will agree to not engage in any activities in the stock of the
Company.
In
addition, the Company will be required to pay fees to two advisors of $4,400,000
payable with the Company shares, and, therefore, issue an additional 2,933,333
of the Company shares of common stock, along with 300% warrant coverage,
representing warrants to purchase an aggregate of 8,799,999 shares of common
stock on a cashless basis for a period of two years with an exercise price
of
$2.00 per share, if the transaction closes. Although both parties have agreed
to
obtain shareholder approval prior to the Closing, the Company is not required
by
any statute to do so.
The
above
transaction is subject to the drafting and negotiation of a final definitive
agreement, performing due diligence as well as board approval of the Company.
The closing of the acquisition is required to occur no later than November
30,
2008. NT Energy is required to be in good standing, file its most recent tax
returns and deliver audited financial statements.
Upon
successful closing of the above transaction, the Company will grant TransGlobal
Financial LLC, a California limited liability company (“TransGlobal”), a 20%
carried interest in the transaction, as disclosed by the Company filing on
Form
8-K on July 17, 2008. Mr. Mike Mustafoglu, the Chairman of the Board of
Directors of the Company, is an executive officer, director and shareholder
of
TransGlobal.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business
acquired.
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Not
applicable.
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(b)
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Pro
forma financial
information.
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Not
applicable.
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(c)
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Shell
Company transactions.
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Not
applicable.
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Exhibit Number
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Exhibit Description
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4.1
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Securities
Purchase Agreement entered by and between Vortex Resources Corp.
and
Trafalgar Capital Specialized Investment Fund, Luxembourg dated September
25, 2008 (1)
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4.2
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Convertible
Note issued to Trafalgar Capital Specialized Investment Fund, Luxembourg
(1)
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4.3
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Security
Agreement entered by and between Vortex Resources Corp. and Trafalgar
Capital Specialized Investment Fund, Luxembourg dated September 25,
2008
(1)
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4.4
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Pledge
Agreement entered by and between Vortex Resources Corp. and Trafalgar
Capital Specialized Investment Fund, Luxembourg dated September 25,
2008
(1)
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(1)
Incorporated by reference to the Form 8K Current Report filed with the
Securities and Exchange Commission on October 2, 2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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EMVELCO
CORP. |
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Date:
October
31, 2008
Beverly
Hills, California
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By: |
/s/ ROBIN
ANN
GORELICK |
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Name:
Robin Ann Gorelick |
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Title:
Corporate Secretary |