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) June 7, 2006
Global Resource Corporation
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(Exact name of registrant as specified in its charter)
Nevada 000-50944 84-156582
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(State or other jurisdiction Commission File Number) IRS Employer
of incorporation) Identification No)
219 Robwood Rd, Baltimore, Md 21222
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (410) 477-1328
9444 Wapples Street, Suite 290
San Diego, CA 92121
(Former name or former address, if changed since last report.)
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 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-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
In an agreement dated June 7th, 2006, Global Resource Corporation
signed an Amended and Restated Debenture Agreement with Transnix Global
Corporation. As amended, the Debenture contains a restriction on the conversion
rights of the holder. Specifically, it restricts the holder from converting any
portion of the principal or interest if such conversion would give the holder,
together with the holder's affiliates, beneficial ownership of 4.99% or more of
the shares of the Company's common stock acquired within the prior sixty days.
This restriction is applicable for a rolling period of sixty days from the
acquisition of any shares, thereby requiring that a holder desiring to convert
must do so over a period of time whereby the total acquired within any sixty day
period will not exceed 4.99%.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On June 7, 2006, an unrelated third party acquired the Restated and
Amended Debenture owned by Transnix Global Corporation, which represented the
balance of the indebtedness by the Company to Transnix in the principal amount
of $102,345- and accrued interest of $16,274-. In conjunction with the
assignment of the Debenture, all of the Company's directors (Messrs. Caldwell,
Ferandell, Jordan, Mangiarelli and Van Adelsberg) and the Company's sole
officer, Richard Mangiarelli, resigned. Contemporaneously, Mary K. Radomsky was
elected as a Director and the sole officer of the Company. It is assumed that
the closing of an acquisition for an operating entity, if any, will cause a
further change in control and that the pre-acquisition shareholders of the
acquired entity will be in control of the Company.
ITEM 502(b) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On June 7th, 2006, the entire Board of Directors of the Company
resigned their positions and concurrently appointed Mary K Radomsky to be the
sole Director. Concurrently, Richard Mangierelli resigned as the sole officer
and Mrs. Radomsky was appointed as the sole officer.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS
The Company previously adopted a Code of Ethics which is focused on the
Company's former status as a BDC. Since termination of that status, the Company
has not adopted a further Code of Ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer, or persons
performing similar functions. The Company plans on adopting such a Code of
Ethics upon the consummation of an acquisition, so that the terms thereof can
meet the needs of the then-current management structure and business operations.
ITEM 8.01 OTHER EVENTS
The Company is currently in preliminary negotiations with Carbon
Recovery Corporation, a development stage company in the environmental and
energy fields. There are no definitive agreements between the entities to date.
SIGNATURE
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.
GLOBAL RESOURCE CORPORATION
By: /s/ Mary Radomsky
Dated: July 13, 2006