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
April 20, 2011
Date of Report (Date of earliest event reported)
DENARII RESOURCES INC.
(Exact name of registrant as specified in its charter)
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333-135354
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98-0491567
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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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711 S. Carson Street, Suite # 4
Carson City, Nevada
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89701
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(Address of principal executive offices)
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(Zip Code)
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949-335-5159
Registrant’s telephone number, including area code
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 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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SECTION 3. SECURITIES AND TRADING MATTERS
Item 3.02 Unregistered Sales of Equity Securities
Effective on April 20, 2011, the Board of Directors of the Company authorized the settlement of debt in the amount of $132,382.20 (the “Debt”) due and owing to Falco Investments Inc.. (“Falco Investments”). The Debt consisted of funds advanced and loaned by Falco Investments to the Company during the first quarter of 2009 through the third quarter of 2010 in order to assist the Company with various costs associated with ongoing business operations. The Debt was was evidenced by those certain convertible promissory notes dated October 21, 2010 in the principal amount of $64,607.37 and $67,774.83 (collectively, the “Convertible Notes”), which Loan and Convertible Notes have been evidenced on the Company’s reviewed and/or audited financial statements. The terms and provisions of the Convertible Notes are unsecured, shall bear interest at the rate of 12% compounded annually on the principal amount commencing on the date of the respective quarterly period, and be convertible at the election of Falco Investments into shares of the Company’s common stock at the rate of $0.01 per share (which conversion price is a 20% discount from the trading price of the Company’s common stock on the OTC Bulletin Board on October 21, 2010).
On April 20, 2011, Falco Investments tendered to the Company a notice of conversion (the “Notice of Conversion”), pursuant to which Falco Investments elected to convert the principal amount of the Convertible Notes ($64,607.37 and $67,774.83 for a total of $132,382.20) into 13,238,220 shares of restricted common stock. The Board of Directors acknowledged the Convertible Notes and accepted the Notice of Conversion and authorized the issuance of the 13,238,220 shares of restricted common stock to Falco Investments Inc.
The shares of common stock under the Debt were issued to Falco Investments Inc. in reliance on Regulation S promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Falco Investments acknowledged that the securities to be issued have not been registered under the Securities Act, that it understood the economic risk of an investment in the securities, and that it had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to acquisition of the securities.
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Beneficial Ownership Chart
The following table sets forth certain information, as of the date of this Current Report, with respect to the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Corporation’s executive officers and directors; and (iii) the Corporation’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to such shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Current Report, there are 88,838,219 shares of common stock issued and outstanding.
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Name and Address of
Beneficial Owner(1)
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Amount and Nature of
Beneficial Ownership(1)
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Percentage of
Beneficial Ownership
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Directors and Officers:
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Stewart Jackson
711 S. Carson Street
Suite 4
Carson City, Nevada 89701
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(1)
0
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0%
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Glen Soler
711 S. Carson Street
Suite 4
Carson City, Nevada 89701
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0
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0%
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All executive officers and directors as a group (2 persons)
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0
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0%
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5% or Greater Beneficial Owners:
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Falco Investments Inc.
270 1st Street, East
North Vancouver, British Columbia
Canada V7L 1B3
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16,983,000 (2)
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19.1%
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*
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Less than one percent.
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(1)
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Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 88,838,219 shares issued and outstanding.
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(2)
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Of the 16,983,000 shares, an aggregate of 13,888,000 shares are held of record by Falco and an aggregate 3,095,000 shares are held of record by Highcroft Investments LLC (“Highcroft”). Leslie Rutledge is the sole officer, director and shareholder of both Falco and Highcroft having sole dispositive and voting power over the shares held of record.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not applicable.
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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 hereunto duly authorized.
| DENARII RESOURCES INC. | |||
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DATE: May 3, 2011
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By:
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/s/ Dr. Stewart Jackson | |
| Name: Dr. Stewart Jackson | |||
| Title: President/Chief Executive Officer | |||
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