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 31, 2012
RENEWABLE FUEL CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-53732
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26-0892819
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7251 West Lake Mead Blvd., Suite 300
Las Vegas, NV
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89128
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(Address of Principal Executive Offices)
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(Zip Code)
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1- 702-989-8978
(Registrant's telephone number, including area code)
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 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 3.02 Unregistered Sales of Equity Securities.
Effective March 31, 2012, Well Crown Investments Limited (WCIL), a non-US investor, has elected to exercise their option to convert 2,211,166 Preferred Shares into 22,111,660 shares of Renewable Fuel Corp Restricted Common stock (10:1) plus accrued 8% cumulative dividends as of March 31, 2012 of 4,778,543 additional shares of common stock under the terms of their Preferred Shareholder Agreement. The total number of shares of RFC restricted common stock issued to WCIL after the WCIL conversion of Preferred to Common is 26,890,203.
We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
We believed that Regulation S was available because:
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None of these issuances involved underwriters, underwriting discounts or commissions;
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We placed Regulation S required restrictive legends on all certificates issued;
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No offers or sales of stock under the Regulation S offering were made to persons in the United States;
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No direct selling efforts of the Regulation S offering were made in the United States.
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In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:
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Access to all our books and records.
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Access to all material contracts and documents relating to our operations.
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The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
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Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
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Renewable Fuel Corp
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Date: April 11, 2012
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By:
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/s/ William A. Van Vliet
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William A. Van Vliet
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Chief Executive Officer and Director
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