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 9, 2009
VORTEX
RESOURCES CORP.
(Exact
name of registrant as specified in charter)
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
2.01 Completion of Acquisition or Disposition of Assets
Item
3.02 Unregistered
Sales of Equity Securities
Item
8.01 Other
Events.
On
January 20, 2009, Vortex Resources Corp. (the “Company”) entered into a Term
Sheet (the “Term Sheet”) with Yasheng Group (“Yasheng”) a group of companies
engaged in the agriculture, chemicals and biotechnology businesses in the
Peoples Republic of China and the export of such products to the United States,
Canada, Australia, Pakistan and various European Union
countries. Yasheng is also developing a logistics centre and
eco-trade cooperation zone in California (the “Project”). Yasheng purchased 80
acres of property located in Victorville, California (the “Project Site”) to be
utilized for the Project. It is intended that the Project will be
implemented in two phases, first, the logistic centre, and then the development
of an eco-trade cooperation zone. The preliminary budget for the development of
the Project is estimated to be approximately $400M.
As set
forth in the Term Sheet, Yasheng has received an option to merge all or part of
its assets as well as the Project into the Company. As an initial
stage, Yasheng will contribute the Project Site to the Company which will be
accomplished through either the transferring title to the Project Site directly
to the Company or the acquisition of the entity holding the Project Site by the
Company. As consideration for the Project, the Company will issue
Yasheng 130,000,000 shares of common stock (on a post reverse split
basis). In addition, the Company will be required to issue Capitol
Properties (“Capitol”), an advisor, 100,000,000 shares of common stock (on a
post reverse split basis).
Due to
current issues in the development of the oil and gas project in Crockett County,
Texas, the board obtained a current reserve report for the Company’s interest in
Davy Crockett Gas Company, LLC (“DCG”) and Vortex Ocean One, LLC ("Vortex One"),
which report indicated that the DCG properties as being negative in
value. As a result of such report, the world and US recessions and
the depressed oil and gas prices, the board of directors elected to dispose of
the DCG property and/or desert the project in its entirely. On June 30, 2008,
the Company formed Vortex One, a limited liability company, with Tiran Ibgui, an
individual ("Ibgui") as reported on the Company’s 8-K. Said agreements, in
addition, included the assignment of its four leases in Crockett County, Texas
to Vortex One. As a condition precedent to Ibgui contributing the
required funding, Vortex One pledged all of its assets to Ibgui including the
leases.
On
October 29, 2008, the Company entered into a settlement arrangement with Mr.
Ibgui, whereby the Company agreed to transfer the 525,000 common shares
previously owned by Vortex One to Mr. Ibgui. Further, in February 28,
2009, Ibgui, as the secured lender to Vortex One, directed Vortex One to assign
the term assignments with 80% of the proceeds being delivered to Ibgui, as
secured lender, and 20% of the proceeds being delivered to the Company – as per
the original agreement. The transaction closed on February 28, 2009
in consideration of a cash payment in the amount of $225,000, a 12 month
promissory note in the amount of $600,000 and a 60 month promissory note in the
amount of $1,500,000. Mr. Ibgui paid $25,000 fee, and from the net consideration
of $200,000 Mr. Ibgui paid the Company its 20% portion of $40,000 on March 3,
2009. No relationship exists between Ibgui, the assignee of the leases and the
Company and/or its affiliates, directors, officers or any associate
of an officer or director.
On March
5, 2009, the Company and Yasheng implemented an amendment to the Term Sheet
pursuant to which the parties agreed to explore further business opportunities
including the potential lease of an existing logistics center located in Inland
Empire, California, and/or alliance with other major groups complimenting and/or
synergetic to the Vortex/Yasheng JV as approved by the board of directors on
March 9, 2009. Further, in accordance with the amendment, the Company
has agreed to issue 50,000,000 shares to Yasheng and 38,461,538 shares to
Capitol in consideration for exploring the business opportunities, based on the
pro-ration set in the January Term Sheet.
The
shares of common stock were issued based on the Board consent on March 9,
2009, in connection with this transaction in a private 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. Yasheng
and Capitol are accredited investors as defined in Rule 501 of Regulation D
promulgated under the Securities Act of 1933.
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
16, 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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