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): March 31, 2014
VANGUARD ENERGY CORPORATION
-------------------------------------
(Exact name of registrant as specified in its charter)
Colorado None 27-2888719
------------------------- ------------------ ----------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
----------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (713) 627-2500
N/A
--------------------------------------------------
(Former name or former address if changed since last report)
Check 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 Instruction A.2. below)
[] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.04. Triggering Events that Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
In June, July and September 2012 the Company sold convertible secured
promissory notes to a group of private investors. Notes in the principal amount
of $5,179,500 were sold for cash, and notes in the principal amount of
$3,075,000 were exchanged for notes that the Company sold in 2010. The notes
bear interest at 15% per year, payable quarterly and mature on June 30, 2015.
The notes are convertible into shares of the Company's common stock at a
conversion price of $1.25 per share.
On March 31, 2014 the Company failed to make its interest payments on the
notes. As a result, the note holders are entitled to declare the notes in
default, in which case the principal amount of the notes, plus all accrued and
unpaid interest, would be immediately due and payable.
2
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.
Date: April 2, 2014
VANGUARD ENERGY CORPORATION
By: /s/ Warren M. Dillard
------------------------------------
Warren M. Dillard, President and Chief
Executive Officer
