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): March 11, 2009
VORTEX
RESOURCES CORP.
(Exact
name of registrant as specified in charter)
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Delaware
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001-12000
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13-3696015
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(State or other
jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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
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
3.02 Unregistered Sales of Equity Securities.
As
reported by Vortex Resources Corp (the “Company”) on its Form 10-Q filed on
November 14, 2008, Star Equity Investments, LLC (“Star”) entered, on September
1, 2008, into that certain Irrevocable Assignment of Promissory Note, which
resulted in Star being a creditor of the Company with a loan payable by the
Company in the amount of $1,000,000 (the “Debt”). No relationship exists between
Star and the Company and/or its affiliates, directors, officers or any associate
of an officer or director.
On March
11, 2009, the Company entered and closed an agreement with Star pursuant to
which Star agreed to convert all principal and interest associated with the Debt
into 8,500,000 shares of common stock and released the Company from any further
claims.
The
shares of common stock were issued in connection with this transaction in a
private placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) under the Securities Act of 1933 and/or Rule 506
promulgated thereunder. Each of the parties are accredited investors as defined
in Rule 501 of Regulation D promulgated under the Securities Act of
1933.
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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10.1
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Agreement
by and between Vortex Resources Corp. and Star Equity Investments,
LLC
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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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VORTEX RESOURCES
CORP. |
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Date:
March 18, 2009
Beverly
Hills, California
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By:
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/s/ ROBIN
ANN GORELICK |
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Name:
Robin Ann Gorelick |
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Title:
Corporate Secretary |
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