Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10 - PHOENIX ENERGY RESOURCE CORP | ex10_1.htm |
| EX-10.2 - EXHIBIT 10.2 - PHOENIX ENERGY RESOURCE CORP | ex10_2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 4, 2010
PHOENIX ENERGY RESOURCE
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State or
Other Jurisdiction of Incorporation)
333-137293
(Commission
File Number)
20-5408832
(I.R.S.
Employer Identification No.)
1001
Bayhill Drive
2nd
Floor – Suite 200
San
Bruno, CA 94066
(Address
of Principal Executive Offices)
(650)
616-4123
(Registrant's
Telephone Number, Including Area Code)
Copies
to:
JPF
Securities Law, LLC
19720
Jetton Road, Suite 300
Cornelius,
NC 28031
(704)
897-8334 Tel
(704)
897-8349 Fax
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:
|
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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 DFR
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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PHOENIX
ENERGY RESOURCE CORPORATION
CURRENT
REPORT ON FORM 8-K
|
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Item
9.01 Financial Statements and
Exhibits
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SIGNATURES
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Exhibit
10.1 – Promissory Note by and between Helvetic Capital Ventures AG and JPF
Securities Law, LLC
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Exhibit
10.2 – Guaranty by Phoenix Energy Resource Corporation for the Promissory
Note by and between Helvetic Capital Ventures AG and JPF Securities Law,
LLC
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Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
|
Phoenix
Energy Resource Corporation (the “Company”, “Phoenix”, or the “Registrant”) have
engaged in certain financing activities that have resulted in the creation of a
direct financial obligation of the Registrant and/or an obligation of the
Company under an off-balance sheet arrangement. These transactions were entered
into because Phoenix lacked adequate capital resources to pay for certain
professional fees associated with the company’s ongoing reporting requirements.
The direct financial obligations and/or off-balance sheet arrangements are as
follows:
On
January 28, 2010, Helvetic Capital Ventures AG (“Helvetic”) signed a Promissory
Note with JPF Securities Law, LLC (“JPF”), stating that Helvetic promised to pay
to the order of JPF the sum of FIFTEEN THOUSAND ($15,000), with an interest rate
of 10%, payable on January 28, 2011. The Promissory Note is attached as Exhibit
10.1.
On
February 4, 2010, the Company entered into a Guaranty, in favor of JPF for the
Promissory Note entered into by and between Helvetic and JPF for the total
amount of FIFTEEN THOUSAND ($15,000). The Company is guaranteeing the Promissory
Note and all other obligations under the Promissory Note, attached as Exhibit
10.1. The Guaranty is attached as Exhibit 10.2.
Helvetic
Capital Ventures AG, a company organized under the laws of Switzerland acquired
a 64% interest in Phoenix in February 2008, with the intention of bringing the
company into the energy market. Although Helvetic does not actively
participate in the operations of Phoenix, their majority ownership makes them an
important component of Phoenix. Incorporated in March 2006, Helvetic
is in the business of facilitation of investment and support for entrepreneurs
and startup companies, primarily biotechnology, alternative energy, and related
industry sectors. Helvetic has a multi-disciplinary team of
independent financial and business professionals who work with their partner
companies and entrepreneurs. Helvetic provides capital for startups
and also assists in the setup of corporate and capital structure for their
clients. In addition, Helvetic acquires and permanently manages
participations in foreign corporations, finances foreign corporations, and makes
investments in future oriented and technology companies. Helvetic is
based in Switzerland and operates primarily in Europe but invests heavily in
foreign and U.S. based companies. Ilona Klausgaard is
the president of Helvetic. Although she is not a majority owner of
the company she makes all of their investments decisions and has the authority
to vote on a majority of our shares. Under Swiss law, the shares of
Helvetic are traded in bearer form. Helvetic issues dividends to its
shareholders once per year but their bearer shares could trade many times
without the company’s knowledge during the year. Until shares are
presented for dividends, Helvetic has no way of knowing who owns their
stock. As of the last dividend calculation, Dr. Urs Felder was the
sole shareholder of Helvetic as set forth in our Annual Report of form 10-K for
the year ending June 30, 2009.
Item
9.01 Financial
Statements and Exhibits
Exhibit
10.1 – Promissory Note by and between Helvetic Capital Ventures AG and JPF
Securities Law, LLC
Exhibit
10.2 – Guaranty by Phoenix Energy Resource Corporation for the Promissory Note
by and between
Helvetic Capital Ventures AG and JPF Securities Law, LLC
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
February 8,
2010 PHOENIX
ENERGY RESOURCE CORPORATION
By: /s/ Rene Soullier
Rene
Soullier
Chief
Executive Officer
Exhibit
Index
Exhibit
10.1 – Promissory Note by and between Helvetic Capital
Ventures AG and JPF Securities Law, LLC
Exhibit
10.2 – Guaranty by Phoenix Energy Resource Corporation for
the Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law,
LLC