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
October 21, 2010
Date of Report (Date of earliest event reported)
DENARII RESOURCES INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-53389 | | 98-0491567 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
711 S. Carson Street, Ste # 4 Carson City, Nevada | | 89701 |
| (Address of principal executive offices) | | (Zip Code) |
949-335-5159
Registrant’s telephone number, including area code
n/a
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| 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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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Convertible Promissory Notes
Effective on October 21, 2010 (the “Effective Date”), Denarii Resources Inc., a Nevada corporation (the “Company”), entered into a series of convertible promissory notes in various principal amounts (collectively, the “Convertible Promissory Notes”) with Falco Investments Inc. (the “Creditor”). The aggregate amount represented in principal loaned to the Corporation from the Creditor is $324,313.49.
In accordance with the terms and provisions of the Convertible Promissory Notes, the Convertible Promissory Notes are unsecured, shall bear interest at the rate of 12% compounded annually on the principal amount commencing on the date of the respective quarterly period. Each Convertible Promissory Note is convertible at the election of the Creditor into shares of the Corporation’s common stock at the rate of $0.01 per share (which conversion price is a 20% discount from the trading price of the Company’s common stock on the OTC Bulletin Board on October 21, 2010). The Convertible Promissory Notes, principal amounts and quarterly periods are listed below and have been reflected on the Company’s reviewed and/or audited financial statements:
| Date of Quarterly Period | | Principal Amount | |
| | | | |
| June 30, 2009 | | $ | 64,607.37 | |
| September 30, 2009 | | | 67,774.83 | |
| December 31, 2009 | | | 38,635.21 | |
| March 31, 2010 | | | 60,186.33 | |
| June 30, 2010 | | | 38,708.53 | |
| September 30, 2010 | | | 54,401.22 | |
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
| 10.1 | Convertible Promissory Note between Denarri Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $64,607.37. |
| 10.2 | Convertible Promissory Note between Denarri Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $67,774.83. |
| 10.3 | Convertible Promissory Note between Denarri Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,635.21. |
| 10.4 | Convertible Promissory Note between Denarri Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $60,186.33. |
| 10.5 | Convertible Promissory Note between Denarri Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,708.53. |
| 10.6 | Convertible Promissory Note between Denarri Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $54,401.22. |
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.
| | DENARII RESOURCES INC. | |
| | | | |
| DATE: November 12, 2010 | By: | /s/ Dr. Stewart Jackson | |
| | | Name: Dr. Stewart Jackson | |
| | | Title: President/Chief Executive Officer | |
| | | | |
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