tec_8k-80702.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):  July 1, 2008

TORRENT ENERGY CORPORATION
(Exact name of registrant as specified in its charter)



Colorado
000-19949
84-1153522
(State or other jurisdiction of  incorporation )
(Commission File Number)
(I.R.S. Employer Identification No.)
     
 
11918 SE Division, Suite 197
Portland, Oregon 97266
(Address of principal executive offices)
 
 
(503) 224-0072
  
(Registrant's telephone number, including area code)
 
No Change
(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:

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.
 
Torrent Energy Corporation (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 July 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.
 
On May 15, 2008, the Company executed a short-term promissory note in the amount of $207,854 (the "Note") in favor of YA Global, due June 5, 2008.  Pursuant to the terms of the Note and related documents, the Company's failure to make the mandatory redemption payment required under the terms of the Investment Agreement constitutes an Event of Default under the Note and related documents, upon which YA Global may declare all obligations outstanding under the Note immediately due and payable.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.
 
 
 
 
TORRENT ENERGY CORPORATION
  
       
Date: July 2, 2008
By:
/s/ Peter J. Craven  
   
Peter J. Craven
  
    Chief Financial Officer