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): September 2, 2008
VORTEX
RESOURCES CORP.
(Exact
name of registrant as specified in charter)
EMVELCO
CORP.
(Former
name of registrant as specified in charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
001-12000
(Commission
File
Number)
|
13-3696015
(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
8.01
Other
Items
On
September 2, 2008, Vortex Resources Corp. (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. Blackhawk exercised its
exclusive option to acquire all of the issued and allotted share capital in
Sandhaven Securities Limited (“SSL”), and its underlying oil and gas assets in
NT Energy. SSL owns approximately 62% of the outstanding securities of NT
Energy, Inc., a Delaware company (“NT Energy”). NT energy holds rights to
mineral leases covering approximately 12,972 acres in the Barnett Shale, Fort
Worth area of Texas containing proved and probable undeveloped natural gas
reserves. SSL was a wholly owned subsidiary of Sandhaven Resources plc
(“Sandhaven”), a public company registered in Ireland, and listed on the Plus
exchange in London.
In
consideration of Blackhawk exercising its option to acquire the leases and
transferring such leases to the Company, the Company will pay $180,000,000
by
issuing Blackhawk or its designees shares of common stock of the Company, based
upon the average share price of the Company on the Over the Counter Bulletin
Board during the 30 days preceding the execution of the MOU, which was $1.50
per
share, representing 120,000,000 shares as the total consideration, under said
MOU. 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 $6,000,000
payable with the Company shares, and, therefore, issue an additional 3,947,368
of the Company shares of common stock, along with 300% warrant coverage,
representing warrants to purchase an aggregate of 11,842,106 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 due diligence period is 21 days from the execution of the MOU. There is
no
guarantee that the Company will be able to close the above transaction or that
the transaction will be closed on the above stated terms.
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.
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.
| |
EMVELCO CORP. |
| |
|
| |
By: /s/ ROBIN ANN GORELICK
|
| |
Name: Robin Ann Gorelick
Title:
Corporate Secretary
|
Beverly
Hills, California