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): January 13,
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
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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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
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On
January 13, 2009, Vortex Resources Corp. (the “Company”) entered into a Non
Binding Term Sheet (the “Term Sheet”) to enter into a definitive asset purchase
agreement with Grand Pacaraima Gold Corp. (“Grand”), which owns 80% of the
issued and outstanding securities of International Treasure Finders Incorporated
to acquire certain oil and gas rights on approximately 481 acres located in
Woodward County, Texas (the “Woodward County Rights”). In
consideration for the Woodward County Rights, the Company will pay Grand an
amount equal to 50% of the current reserves. The consideration shall
be paid half in shares of common stock of the Company and half in the form of a
note. The number of shares to be delivered by the Company will be
calculated based upon the volume weighted average price (“VWAP”) for the ten
days preceding the closing date. The note will mature on December 31,
2009 and carry interest of 9% per annum payable monthly. In addition,
the note will be convertible into shares of common stock of the Company at a 10%
discount to the VWAP for the ten days preceding conversion. At the
Company election, the Company may enter into this transaction utilizing a
subsidiary to be traded on the Swiss Stock Exchange.
The above
transaction is subject to the receipt of a reserve report, drafting and
negotiation of a final definitive agreement, performing due diligence as well as
board approval of the Company. As such, there is no guarantee that the Company
will be able to successfully close the above transaction. Dr. Gregory Rubin, a
director of the Company, is an affiliate of ITFI and, as a result, has recused
himself from any discussions regarding this matter.
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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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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Date: JANUARY
14, 2009
Beverly Hills, California