tec_8k-80407.htm
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): April 1, 2008
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TORRENT
ENERGY CORPORATION
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(Exact
name of registrant as specified in its charter)
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Colorado
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000-19949
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84-1153522
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(State
or other jurisdiction of incorporation )
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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One
SW Columbia Street, Suite 640
Portland,
Oregon 97258
(Address
of principal executive offices)
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(503)
224-0072
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(Registrant's
telephone number, including area code)
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No
Change
(Former
name or former address, if changed since last
report)
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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:
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))
Item 2.04. Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
The
Company is party to an Investment Agreement, dated as of June 28, 2006 (the
"Investment
Agreement"), with YA Global Investments, L.P. (formerly Cornell Capital
Partners, L.P.) ("YA
Global"), pursuant to which the Company issued to YA Global 25,000 shares
of Series E Convertible Preferred Stock. On April 1, 2008, the
Company failed to make a mandatory redemption payment required under the terms
of the Investment Agreement and related transaction
documents. Pursuant to the terms of the Investment Agreement and
related transaction documents, the failure to make such payment constitutes an
Event of Default, upon which YA Global may require the Company to redeem all or
any portion of its Series E Preferred Shares. As previously disclosed
in the Company's current report on Form 8-K filed with the Commission on
February 14, 2008, YA Global has already demanded that the Company redeem all of
YA Global's shares of Series E Convertible Preferred Stock for the full
liquidation amount, plus accumulated and unpaid dividends thereon.
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.
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TORRENT
ENERGY CORPORATION
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Date: April
4, 2008
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By:
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/s/ Peter
J. Craven |
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Peter
J. Craven |
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Chief
Financial Officer |
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