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): January 20,
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
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 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, an advisor, 100,000,000 shares of common stock (on a post reverse
split basis).
At the
second stage, if Yasheng exercises its option within its sole discretion, it may
merge additional assets that it owns into the Company in consideration for
shares of common stock of the Company. In the event that Yasheng
exercises this option, the number of shares to be delivered by the Company will
be calculated by dividing the value of the assets by the volume weighted average
price for the ten days preceding the closing date. The value of the
assets contributed by Yasheng will be based upon the asset value set forth in
its audited financial statements.
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. As
such, there is no guarantee that the Company will be able to successfully close
the above transaction.
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:
JANUARY 26, 2009
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By:
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/s/ ROBIN
ANN GORELICK |
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Beverly
Hills, California |
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Name: Robin Ann Gorelick |
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Title: Corporate
Secretary |
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