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): August 4, 2010
Force Energy Corp.
(Exact name of registrant as specified in its charter)
| NV | 000-52494 | 98-0462664 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1400 16th Street, Suite 400, Denver, CO | 80202 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 720-470-1414
___________________________________________________ (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 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
On August 4, 2010, we entered into a debt settlement agreement (the “Settlement Agreement”) with RCapital Management Ltd. (“RCapital”), controlled by our former officer and director, Mr. Rahim Rayani, pursuant to which we agreed to issue 643,267 shares of our common stock in settlement of $160,816.88 in debt our company owed to RCapital for management services rendered.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Settlement Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 pertaining to the issuance of unregistered equity securities is incorporated herein in this Item 3.02.
The foregoing shares were issued in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
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.
Force Energy Corp.
/s/ Tim DeHerrera
Tim DeHerrera
Chief Executive Officer and Director
Date: September 9, 2010