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 27, 2008
PETROSOUTH ENERGY CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 333-130673 | 20-8756823 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 20333 State Highway 249, Suite 200 – 11, Houston, TX 77070-26133 |
| (Address of principal executive offices and Zip Code) |
| Registrant's telephone number, including area code | (281) 378-1563 |
| N/A |
| (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):
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 3.02. | Unregistered Sales of Equity Securities |
On March 27, 2008, we issued a Convertible Promissory Note (the “Note”) to Stealth Energy Ventures AG (“Stealth”), in the amount of $300,000. The Note is payable on March 10, 2010 and will accrue interest at the rate of 9%, which is paid semi-annually starting 180 days from the issuance of the Note.
The outstanding principal amount of the Note is convertible by Stealth into common shares at a conversion rate based upon 100% of the average closing prices for the 10 trading days immediately preceding the conversion date.
We issued the Note to a non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Convertible Promissory Note dated March 10, 2008 |
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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.
PETROSOUTH ENERGY CORP.
/s/ Fred Zaziski
Fred Zaziski
President
Date: April 3, 2008
