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) September 17, 2004
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Global Resource Corporation
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(Exact name of registrant as specified in its charter)
Nevada 333-51058 84-1565820
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9444 Waples Street, Suite 290, San Diego, California 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 646-7410
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(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
1. WELL RENEWAL, LLC. Effective January 11, 2005, we entered into an
operating agreement with Well Renewal, Inc., an Oklahoma corporation, for the
operation and management of Well Renewal, LLC, a newly formed Nevada limited
liability company. Well Renewal, LLC was formed to obtain revenues via the
management and operation of thirty oil wells located in various locations in
Oklahoma by utilizing a nitrogen and carbon dioxide gas injection unit to "pump
up" and re-pressure the wells to increase oil output. Our capital contribution
to Well Renewal, LLC was $150,000 for a fifty percent membership interest. Well
Renewal, Inc.'s capital contribution to Well Renewal, LLC was comprised of (i)
the assignment and sale of a NCO2 Injection Machine, and (ii) the assignment and
sale of various leases held by Well Renewal, Inc., for a fifty percent
membership interest.
Under the terms of the operating agreement, Well Renewal, Inc. is the
managing member of Well Renewal, LLC and will operate the oil wells.
2. From October, 2004 to January, 2005, we issued convertible
debentures in the aggregate principal amount of $155,000 in a private placement.
The notes are due approximately five (5) months after issuance and bear interest
at a rate of eight percent (8%). The notes are convertible into shares of our
common stock, at the option of either us or the holder of the note, at a
floating conversion price of fifty percent (50%) of the closing bid price per
share on the day of conversion, or at the lowest price allowable as set by us in
an effective registration statement or exemption notification as filed with the
Securities and Exchange Commission. We are obligated to register the resale of
the shares of common stock issuable upon conversion of the debenture under the
Securities Act of 1933, as amended, or to otherwise provide an acceptable
exemption to registration under Regulation E of the Securities Act of 1933, as
amended.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Not applicable.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
See Item 1.01(1) above regarding acquisition of 50% limited liability
company interest in Well Renewal, LLC.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Not applicable.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
Not applicable
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ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
Not applicable.
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
Not applicable.
ITEM 2.06 MATERIAL IMPAIRMENTS.
Not applicable.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD: TRANSFER OF LISTING.
Not applicable.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
In September 2004, we commenced an offering of our common stock
pursuant to Regulation E of the Securities Act of 1933, as amended. Pursuant to
this offering, holders of the debentures referenced in Item 1.01(2) above have
converted, in the aggregate, approximately $31,000 of principal and interest due
under the debentures into an aggregate of 4,815,000 shares of our common stock.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Not applicable.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL
STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
Not applicable.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On September 15, 2004, our board of directors appointed Jimmy
Villalobos as our President, replacing Richard Mangiarelli, who resigned as
President but remains as our Chief Executive Officer. The following is a brief
summary of the business experience of Mr. Villalobos:
Jimmy Villalobos, President. Mr. Villalobos is 51 years of age. Mr.
Villalobos has over 30 years experience in the area of Investment Banking and
Management. Past positions include CEO of several regional brokerage firms
located in Southern California. Mr. Villalobos has worked extensively with
multinational brokerage firms in syndicating underwritings and has guided dozens
of companies in the capital formation process as well as the process of going
public.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS:
CHANGE IN FISCAL YEAR.
1. SERIES A PREFERRED STOCK. On January 20, 2005, our board of
directors designated a series of preferred stock to be known as Series A
Convertible Preferred Stock, $0.001 par value per share. Each share of Series A
Convertible Preferred Stock is convertible into such number of fully paid and
nonassessable shares of our common stock as is determined by dividing $0.001 by
the Series A Conversion Price and then multiplying such quotient by the number
of shares of Series A Preferred Stock to be converted. The Series A Conversion
Price at which shares of common stock shall be deliverable upon conversion
without the payment of any additional consideration by the holder thereof is
initially $0.001. The Series A Conversion price is subject to adjustment in the
event of a stock split, reclassification, stock dividend, merger,
reorganization, or for other dividends and distributions, but is not subject to
adjustment in the event of a reverse stock split.
The holders of Series A Preferred Stock are not entitled to receive
dividends or other distributions with the holders of our common stock. In the
event of a liquidation, our assets that are available for distribution to our
stockholders shall be distributed pro rata to the holders of our common stock
and Series A Preferred Stock (on an "as-converted" basis).
Each holder of Series A Preferred Stock is entitled to notice of any
meeting of the stockholders in accordance our bylaws. The holders of the Series
A Preferred Stock and the holders of the Common Stock shall vote together as a
single class, with each holder of Series A Preferred Stock having a number of
votes that is equal to the number of whole shares of Common Stock into which
such holder's shares of Series A Preferred Stock are then convertible. In
addition, the holders of a majority of Series A Preferred Stock, voting together
as a single class, shall have the right to elect four of the six members of our
board of directors.
2. AMENDMENT TO PAR VALUE. On February 14, 2005, we amended our
articles of incorporation to reduce the par value of our common stock and
preferred stock to $0.000001 per share.
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S
EMPLOYEE BENEFIT PLANS.
Not applicable.
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ITEM 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR
WAIVER OF A PROVISION OF THE CODE OF ETHICS.
On September 17, 2004, we adopted our code of ethics, a copy of which
is set forth in Exhibit 14.1 attached hereto.
SECTION 6 - [RESERVED]
Not applicable.
SECTION 7 - REGULATION FD
Item 7.01 Regulation FD Disclosure.
Not applicable.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
CHANGE IN ADDRESS OF PRINCIPAL EXECUTIVE OFFICE. We have moved our
principal executive offices to the following address:
Global Resource Corporation
9444 Waples Street, Suite 290
San Diego, California 92121
(858) 646-7410
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Ex. # Description
3.1 Certificate of Designation of the Rights and
Preferences of the Series A Preferred Stock
4.1 Form of Convertible Debenture
10.1 Operating Agreement for Well Renewal, LLC
14.1 Code of Ethics
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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.
GLOBAL RESOURCE CORPORATION
(Registrant)
Date: February 22, 2005 By: /s/ Richard Mangiarelli
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Richard Mangiarelli, Chief Executive Officer
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