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) December 31, 2006
Global Resource Corporation
(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.)
408 Bloomfield Drive, Unit #3, West Berlin, New Jersey 08091
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 767-5661
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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))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 2006, the Company completed the acquisition of the assets of
Mobilestream Oil, Inc. pusuant to the Plan and Agreement of Reorganization of
November 28, 2006 (See Form 8-K filed November 29, 2006) The Closing was as
provided in the reported Plan and Agreement but with an adjustment to the number
of shares of the 2006 Series of Convertible Preferred Stock to be issued and the
terms thereof:
1. The issuance by the Company for the benefit of the holders of the Common
Stock of Mobilestream of 11,145,225 shares of the Company's Common Stock;
2. The issuance by the Company for the benefit of the holders of the 2006
Series of Convertible Preferred Stock of Mobilestream of 35,236,188 shares of
the Company's own "2006 Series" in the process of designation; and
3. The issuance of Common Stock Purchase Warrants on the basis of 1 Warrant
for each 3 shares of either Common Stock or Preferred Stock (the 2006 Series),
exercisable at $4.75 per share for a period ending on December 31, 2007; and
4. The assumption by the Company of Mobilestream's liabilities which are,
however, extremely minimal.
Pursuant to the terms of the Plan and Agreement of Reorganization, the Company
was to have issued 70,472,376 shares of its "2006 Series of Convertible
Preferred Stock" for distribution to the holders of Mobilestream's 2006 Series
of Convertible Preferred Stock". However, the Company is only authorized to
issue 50,000,000 shares of Preferred Stock and accordingly at Closing the terms
were amended to provide for the issuance of 35,236,188 shares, each having two
(2) votes per share (instead of one) and each convertible into two (2) shares of
the Company's Common Stock (instead of one). The Company expects to amend its
Articles of Incorporation to increase the authorization for Preferred Stock, at
which time it will amend the designation of the 2006 Series to the originally
contemplated terms.
Mobilestream had engaged Corporate Valuation Advisors, Inc., Brookfield,
Wisconsin, to provide it with a fairness opinion with respect to the
transaction, and an opinion that the transaction was, in fact, fair, was
received.
The assets acquired consisted, essentially, of only (1) the 4 patents pending
for the technology together with the Combined Technology License and (2)
37,5000,000 shares of the Company's own Common Stock, which shares have been
cancelled, reducing the issued and outstanding shares of Common Stock to
25,212,436. (Prior to the transaction, the Company had 51,567,211 shares of its
Common Stock issued and outstanding, in the transaction it issued 11,145,225
shares, and following the transaction it cancelled the 37,500,000 shares which
it received.) At the time of the execution of the Plan and Agreement of
Reorganization there was only one U.S. Provisional Patent filed; just prior to
Closing that was broken into 2 U.S. and 2 International applications.
Mobilestream is a development stage company which has developed certain
proprietary technology and related custom software for the use of microwaves for
the breaking down of petroleum-based products, such as used tires, into their
component parts, capturing those components for resale. This technology was
licensed to Carbon Recovery Corporation, whose
assets were already acquired by the Company on or about September 22, 2006 and
is discussed on the Company's Form 8-K filed following that acquisition. This
acquisition by the Company of the assets of Mobilestream has re-united the
rights to the technology.
The transaction is intended to qualify as a so-called "D" Reorganization under
Section 368(a)(1)(D) of the Internal Revenue Code. Accordingly, Mobilestream
will shortly be dissolved. Because the securities to be issued by the Company
will not, as of Closing, have been registered with the Securities and Exchange
Commission, the securities being issued are being held in a liquidating trust
pending the ability to distribute such shares pursuant to the requirements of
the securities laws. The Agreement provides for both piggyback and demand
registration rights for the securities being issued.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
As previously reported, on September 22, 2006, to acquire the assets of Carbon
Recovery Corporation, the Company issued shares of its common stock and its
warrants. The Company issued 48,688,996 shares of its common stock to Carbon
Recovery Corporation. The Company also assumed the warrant liabilities
(contractual liabilities) of Carbon Recovery Corporation by issuing:
3,908,340 Class B Warrants
1,397,600 Class D Warrants
1,397,600 Class E Warrants
These securities were issued in a private placement, pursuant to Section 4(2) of
the Securities Act, to a liquidating trust pending the filing and effectiveness
of a registration statement permitting the distribution of the securities to the
shareholders of Carbon Recovery Corporation.
Also on September 22, 2006 the Company issued 25,000 shares of its Common Stock
to Mary Radomsky as compensation for her services as the former sole director
and officer of the Company from May to September 22, 2006. These shares were
issued in a private placement, pursuant to Section 4(2) of the Securities Act.
On September 25, 2006 the Company issued 2,560,974 shares of its Common Stock to
the two holders of the Company's outstanding Convertible Debenture in partial
conversion of the debenture. These shares were issued pursuant to 3(a)(9) of the
Securities Act.
On December 29, 2006 the Company issued 186,822 shares of its Common Stock for
$168,799.45 pursuant to an offering to non-U.S. persons under Regulation S.
Also on December 29, 2006 the Company issued 20,000 shares to a consultant in
partial payment for services rendered. These securities were issued in a private
placement, pursuant to Section 4(2) of the Securities Act.
On January 3, 2006 the Company issued 11,145,225 shares of the Company's Common
Stock, 35,236,188 shares of the Company's "2006 Series of Convertible Preferred
Stock" (in the
process of designation); and 27,205,867 Common Stock Purchase Warrants to
acquire the assets of Mobilestream Oil, Inc. These securities were issued in a
private placement, pursuant to Section 4(2) of the Securities Act, to a
liquidating trust pending the filing and effectiveness of a registration
statement permitting the distribution of the securities to the shareholders of
Mobilestream Oil, Inc.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
None
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/ Frank G. Pringle
Dated: January 3, 2007