8-K

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): February 4, 2010

PHOENIX ENERGY RESOURCE CORPORATION

 (Exact Name of Registrant as Specified in Charter)

 Nevada

(State or Other Jurisdiction of Incorporation)

333-137293

(Commission File Number)

20-5408832

(I.R.S. Employer Identification No.)

1001 Bayhill Drive

2nd Floor – Suite 200

San Bruno, CA 94066

(Address of Principal Executive Offices)

(650) 616-4123

(Registrant's Telephone Number, Including Area Code)

Copies to:

JPF Securities Law, LLC

19720 Jetton Road, Suite 300

Cornelius, NC 28031

(704) 897-8334 Tel

(704) 897-8349 Fax

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:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

PHOENIX ENERGY RESOURCE CORPORATION

CURRENT REPORT ON FORM 8-K

TABLE OF CONTENTS

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 9.01  Financial Statements and Exhibits

SIGNATURES

Exhibit 10.1 – Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law, LLC

Exhibit 10.2 – Guaranty by Phoenix Energy Resource Corporation for the Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law, LLC

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Phoenix Energy Resource Corporation (the “Company”, “Phoenix”, or the “Registrant”) have engaged in certain financing activities that have resulted in the creation of a direct financial obligation of the Registrant and/or an obligation of the Company under an off-balance sheet arrangement. These transactions were entered into because Phoenix lacked adequate capital resources to pay for certain professional fees associated with the company’s ongoing reporting requirements. The direct financial obligations and/or off-balance sheet arrangements are as follows:

On January 28, 2010, Helvetic Capital Ventures AG (“Helvetic”) signed a Promissory Note with JPF Securities Law, LLC (“JPF”), stating that Helvetic promised to pay to the order of JPF the sum of FIFTEEN THOUSAND ($15,000), with an interest rate of 10%, payable on January 28, 2011. The Promissory Note is attached as Exhibit 10.1.

On February 4, 2010, the Company entered into a Guaranty, in favor of JPF for the Promissory Note entered into by and between Helvetic and JPF for the total amount of FIFTEEN THOUSAND ($15,000). The Company is guaranteeing the Promissory Note and all other obligations under the Promissory Note, attached as Exhibit 10.1. The Guaranty is attached as Exhibit 10.2.

Helvetic Capital Ventures AG, a company organized under the laws of Switzerland acquired a 64% interest in Phoenix in February 2008, with the intention of bringing the company into the energy market.  Although Helvetic does not actively participate in the operations of Phoenix, their majority ownership makes them an important component of Phoenix.  Incorporated in March 2006, Helvetic is in the business of facilitation of investment and support for entrepreneurs and startup companies, primarily biotechnology, alternative energy, and related industry sectors.  Helvetic has a multi-disciplinary team of independent financial and business professionals who work with their partner companies and entrepreneurs.  Helvetic provides capital for startups and also assists in the setup of corporate and capital structure for their clients.  In addition, Helvetic acquires and permanently manages participations in foreign corporations, finances foreign corporations, and makes investments in future oriented and technology companies.  Helvetic is based in Switzerland and operates primarily in Europe but invests heavily in foreign and U.S. based companies. Ilona Klausgaard is the president of Helvetic.  Although she is not a majority owner of the company she makes all of their investments decisions and has the authority to vote on a majority of our shares.  Under Swiss law, the shares of Helvetic are traded in bearer form.  Helvetic issues dividends to its shareholders once per year but their bearer shares could trade many times without the company’s knowledge during the year.  Until shares are presented for dividends, Helvetic has no way of knowing who owns their stock.  As of the last dividend calculation, Dr. Urs Felder was the sole shareholder of Helvetic as set forth in our Annual Report of form 10-K for the year ending June 30, 2009.

Item 9.01                      Financial Statements and Exhibits

Exhibit 10.1 – Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law, LLC

Exhibit 10.2 – Guaranty by Phoenix Energy Resource Corporation for the Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law, LLC

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 thereunto duly authorized.

Date: February 8, 2010                         PHOENIX ENERGY RESOURCE CORPORATION

                                                                By:           /s/ Rene Soullier

                                                                                 Rene Soullier

                                                                                 Chief Executive Officer

Exhibit Index

Exhibit 10.1 – Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law, LLC

Exhibit 10.2 – Guaranty by Phoenix Energy Resource Corporation for the Promissory Note by and between Helvetic Capital Ventures AG and JPF Securities Law, LLC

EX-10.1

PROMISSORY NOTE

$15,000                                                                                      Cornelius, North Carolina

January 28, 2010

        FOR VALUE RECEIVED, the undersigned, Helvetic Capital Ventures AG a corporation organized under the laws of Switzerland (the "Borrower"), promises to pay to JPF Securities Law, LLC, a Nevada limited liability company (the "Lender"), the principal amount of FIFTEEN THOUSAND ($15,000) DOLLARS, together with interest at the rate of ten percent (10%) per annum until paid.   All principal and interest, together with any and all costs and expenses provided for under this Note, shall be due and payable in full within ONE YEAR from the date hereof (the "Maturity Date").

Interest shall be computed on the basis of a 365-day year or 366-day year as applicable and actual days lapsed.  All interest due and payable hereunder which is not paid when due for any reason shall be cumulated and accrue interest at the rate hereunder.

        1.     This Promissory Note (the “Note”) is issued to the Lender by the Borrower in connection with certain legal services rendered to Phoenix Energy Resource Corporation (“Phoenix”) by the Lender in preparing Phoenix’s SEC filings and acting as special securities counsel (the “Services”).  It is acknowledged that the Borrower directly benefits, as majority shareholder, from the Services and continued legal support of Phoenix by the Lender.

        2.     Payment under this Note shall be made to the Lender, in lawful money of the United States of America and in immediately available funds delivered to the Lender at the offices of the Lender at its then principal place of business or at such other place as the Lender or any holder hereof shall designate in writing for such purpose from time to time. If the payment under this Note otherwise would become due and payable on a Saturday, Sunday or legal holiday, the due date thereof shall be extended to the next day which is not a Saturday, Sunday or legal holiday, and interest shall be payable thereon during such extension. All amounts due under this Note shall be payable without defense, set off or counterclaim.

        3.     Payment under this Note shall be applied in the following order: (i) to the payment of interest on the Note; (ii) to the payment of costs and expenses which the Borrower is required to pay pursuant to the provisions of this Note; (iii) to the payment of outstanding principal.

        4.     This Note may be prepaid in whole, but not in part, at any time upon not less than five (5) days written notice of the Borrower's intention to make any such prepayment, which notice shall specify the date of such prepayment.

        5.     Upon the occurrence of any of the following (each an "Event of Default"), all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of the Lender, and, in the case of an Event of Default pursuant to (a), (b), (c), (d) or (e) below, automatically, be immediately due, payable and collectible by the Lender pursuant to applicable law. The Lender shall have all rights and may exercise any remedies available to it under law, successively or concurrently. The Borrower expressly acknowledges and agrees that the Lender shall have the right to offset any obligations of the Borrower hereunder against other amounts that may be payable to the Borrower by the Lender:

        (a)   Failure to make the principal or interest payment by the due date (whether by acceleration or otherwise) or failure to pay in full;

        (b) The Borrower or Phoenix commences or proposes to commence any bankruptcy, reorganization, arrangement or adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding under any federal, state or other law for the relief of debtors (an "Insolvency Proceeding"); The Borrower fails to obtain the dismissal, within thirty (30) days after the commencement thereof, of any Insolvency Proceeding instituted by one or more third parties, fails actively to oppose any such Insolvency Proceeding, or, in any such Insolvency Proceeding, defaults or files an answer admitting the material allegations upon which such Insolvency Proceeding was based or alleges its willingness to have an order for relief entered;

        (c)  Any receiver, trustee or custodian is appointed by a court of competent jurisdiction to take possession of all or any substantial portion of the assets of the Borrower or Phoenix, the holder of this Note may, at its option, without notice to or demand upon the Borrower or any other party, declare immediately due and payable the entire principal balance hereof together with all accrued and unpaid interest thereon, plus any other amounts then owing pursuant to this Note, whereupon the same shall be immediately due and payable; provided that upon the occurrence of an Event of Default under clause (ii) above, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest of notice of any kind in connection with this Note. In addition, upon the occurrence of an Event of Default, interest shall thereafter accrue on the entire unpaid principal balance under this Note at the rate of eighteen percent (18%) per annum (on the basis of a 360-day year and the actual number of days elapsed) or the highest amount legally permissible. On each anniversary of the date of any Event of Default, all interest which has become payable and is then delinquent shall, without curing the default under this Note by reason of such delinquency, be added to the principal amount due under this Note, and shall thereafter bear interest at the same rate as is applicable to principal, with interest on overdue interest to bear interest, in each case to the fullest extent permitted by applicable law, both before and after default, maturity, foreclosure, judgment and the filing of any petition in a bankruptcy proceeding. In no event shall interest be charged under this Note which would violate any applicable law. If the rate of interest provided for herein would otherwise exceed the maximum rate permitted by applicable law, then the interest rate shall be reduced to the maximum rate permitted by applicable law;

        6.     No waiver or modification of any of the terms of this Note shall be valid or binding unless set forth in a writing specifically referring to this Note and signed by a duly authorized officer of the Lender or any holder of this Note, and then only to the extent specifically set forth therein.

        7.     If any default occurs in any payment due under this Note, the Borrower and all guarantors and endorsers hereof, and their successors and assigns, promise to pay all costs and expenses, including attorneys' fees, incurred by each holder hereof in collecting or attempting to collect the indebtedness under this Note, whether or not any action or proceeding is commenced. None of the provisions hereof and none of the holder's rights or remedies under this Note on account of any past or future defaults shall be deemed to have been waived by any indulgence granted by the holder to the Borrower.

        8.     The Borrower and all guarantors and endorsers hereof, and their successors and assigns, hereby waive presentment, demand, diligence, protest and notice of every kind, and agree that, they shall remain liable for all amounts due under this Note notwithstanding any extension of time or change in the terms of payment of this Note granted by any holder hereof, any change, alteration or release of any property now or hereafter securing the payment hereof or any delay or failure by the holder hereof to exercise any rights under this Note. The Borrower and all guarantors and endorsers hereof, and their successors and assigns, hereby waive the right to plead any and all statutes of limitation as a defense to a demand under this Note to the full extent permitted by law.

        9.   This Note shall inure to the benefit of the Lender, its successors and assigns and shall bind the heirs, executors, administrators, successors and assigns of the Borrower. Each reference herein to powers or rights of the Lender shall also be deemed a reference to the same power or right of such assignees, to the extent of the interest assigned to them.

        10.   In the event that any one or more provisions of this Note shall be held to be illegal, invalid or otherwise unenforceable, the same shall not affect any other provision of this Note and the remaining provisions of this Note shall remain in full force and effect.

        11.   This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the principles thereof relating to conflicts of law; provided, that the Lender and each holder hereof reserves any and all rights it may have under federal law, including without limitation those relating to the charging of interest.

IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly executed the day and year first above written.

BORROWER,

Helvetic Capital Ventures AG

By: _______________

Ilona Klausgaard

                      President

EX-10.2

GUARANTY

GUARANTY dated as of February 4, 2010 ("Guaranty") made by Phoenix Energy Resource Corporation. a Nevada corporation with offices at 1001 Bayhill Drive 2nd Floor, Suite 200 San Brunco, CA 94066 (the "Guarantor"), in favor of JPF Securities Law, LLC (the "Lender") for legal services rendered in preparing the SEC filings for the Guarantor and acting as special securities counsel.

WITNESSETH

WHEREAS, Helvetic Capital Ventures AG, a corporation organized under the laws of Switzerland (the "Borrower"), and the Lender are parties to a Promissory Note, dated as of January 28, 2010 (such Promissory Note, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the "Note") and attached hereto as Exhibit A;

WHEREAS, pursuant to the Note, this Guaranty and the guaranties entered into by the Guarantor (referred to as the "Guarantee"), the Guarantor is required to execute and deliver to the Lender a guaranty guaranteeing the Note and all other obligations under the Note; the Note and the Guarantee, together with all other documents required to be delivered in connection herewith and therewith are collectively referred to as the "Loan Documents"); and

WHEREAS, the Guarantor has (a) received the sum of $10 for execution of this Guaranty, and (b) determined that (i) it will derive substantial benefit and advantage from the Loan and other financial accommodations made available to the Borrower under the Note and the other Loan Documents, and (ii) its execution, delivery and performance of this Guaranty directly benefits, and is within the best interests of, the Guarantor;

NOW, THEREFORE, in consideration of the premises and the agreements herein, the Guarantor hereby agrees with the Lender, as follows:

Section 1. Definitions. Reference is hereby made to the Note for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Note and not otherwise defined herein shall have the same meanings herein as set forth therein. As used in this Guaranty, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

"Borrower" has the meaning specified in the preamble above. "Guaranty" means this Guaranty.

"Guaranteed Obligations" means any and all present and future liabilities and obligations of the Borrower and any of the Guarantor to the Lender incurred by the Borrower or the Guarantor, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, direct or indirect, acquired outright, conditionally or as collateral security by the Lender from another, liquidated or unliquidated, arising by operation of law or otherwise, together with all fees and expenses incurred in collecting any or all of the items specified in this definition or enforcing any rights under any of the Loan Documents, including all fees and expenses of the Lender's counsel and of any experts and agents which may be paid or incurred by the Lender in collecting any such items or enforcing any such rights.

Section 2. Rules of Interpretation. When used in this Guaranty: (1) "or" is not exclusive, (2) a reference to a law or document includes any amendment or modification to such law or document and (3) a reference to an agreement, instrument or document includes any amendment or modification of such agreement, instrument or document.

Section 3. Guaranty. The Guarantor hereby guarantees to the Lender and his successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Guaranteed Obligations now existing or hereafter incurred will be paid strictly in accordance with their terms.

Section 4. Limitation of Liability. The obligation of the Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the obligation of the Guarantor under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Section 5. Type of Guaranty. This Guaranty is absolute and unconditional and as such is not subject to any conditions and the Guarantor is fully liable to perform all of its duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty is a continuing guaranty and applies to all future Guaranteed Obligations. In addition, this Guaranty shall remain in full force and effect even if at any time there are no outstanding Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of the Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Borrower, the Guarantor or any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for such Guaranteed Obligations or right of setoff with respect to such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be cancelled, terminated or revoked by the Guarantor.

Section 6. Reinstatement of Guaranty. This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations are rescinded or must otherwise be returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, the Guarantor or otherwise, all as though such payment had not been made.

The Guarantor hereby consents that, without the necessity of any reservation of rights against the Guarantor and without notice to or further assent by the Guarantor, any demand for payment of any of the Guaranteed Obligations made by the Lender may be rescinded by the Lender and any of such Guaranteed Obligations continued after such rescission.

Section 7. Security Interest. To secure the payment of the obligations of the Borrower under this Guaranty, the Borrower has executed an Affidavit of Confession of Judgment in the form annexed hereto as Exhibit C. To secure the payment of the obligations of the Guarantor under this Guaranty, the Guarantor has executed an Affidavit of Confession of Judgment in the form annexed hereto as Exhibit D.

Section 8. Waiver of Notices. The Guarantor hereby waives any and all notices including (1) notice of or proof of reliance by the Lender upon this Guaranty or acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of any actions taken by the Lender, the Borrower, the Guarantor or any other person under any Guaranty Document, and (4) notices of nonpayment or nonperformance, protest, notices of protest and notices of dishonor.

Section 9. Waiver of Defenses. The Guarantor hereby waives any and all defenses to the performance by the Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:

(1)any failure of the Lender to disclose to the Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to the Lender,

(2)any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any of the Loan Documents, any change in the time, manner or place of payment of, or in any other tern in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Loan Document,

(3)any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,

(4)any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,

(5)any subordination of any or all of the Guaranteed Obligations,

(6)any act or omission of the Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,

(7)any manner of application of any funds received by the Lender to Guaranteed Obligations or any other obligations owed to the Lender, whether from the sale or disposition of any assets securing the Guaranteed Obligations, from another guarantor of the Guaranteed Obligations or otherwise, and

(8)            any failure to give or provide any notices, demands or protests, including those specified under Section 8 herein, entitled "Waiver of Notices".

Section 10. Subrogation. The Guarantor may not exercise any rights which the Guarantor may acquire by way of subrogation or contribution, whether acquired by any payment made under this Guaranty, by any setoff or application of funds of the Borrower, by the Lender or otherwise, until (1) the payment in full of the Guaranteed Obligations (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), and (2) the payment of all fees and expenses to be paid by the Guarantor pursuant to this Guaranty. If any amount shall be paid to the Guarantor on account of such subrogation or contribution rights at any time when all of the Guaranteed Obligations and all such other expenses shall not have been paid in full (after the Lender no longer has any obligation or arrangement to provide credit to the Borrower, including under or pursuant to a line of credit), such amount shall be held in trust for the benefit of the Lender, shall be segregated from the other funds of the Guarantor and shall forthwith be paid over to the Lender to be credited and applied in whole or in part by the Lender against the Guaranteed Obligations, whether matured or unmatured, and all such other fees and expenses in accordance with the terms of the Loan Documents.

Section 11. Representations. At the time of execution of this Guaranty and each time the Lender provides credit as noted above, the Guarantor represents and warrants to the Lender as follows:

(1)           Name. The exact legal name of the Guarantor is the name specified in the preamble to this Guaranty.

(2)           Location. The principal location of the Guarantor is as specified in the preamble to this Guaranty.

(3)           No Contravention. The execution, delivery and performance by the Guarantor of this Guaranty do not and will not (a) violate any provision of any law, order, writ, judgment, injunction, decree, determination, or award presently in effect applicable to the Guarantor, (b) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Guarantor is a party or by which the Guarantor or its properties may be bound or affected, or (c) result in, or require, the creation or imposition of any lien upon or with respect to any of the properties now owned or hereafter acquired by the Guarantor.

(4)           Governmental Authority. No authorization, approval or other action by, and no notice to or filing with, any governmental authority is required for the due execution, delivery and performance by the Guarantor of this Guaranty.

(5) Legally Enforceable Guaranty. This Guaranty is the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its turns, except to the extent that such enforcement may be limited by (a) applicable bankruptcy, insolvency, and other similar laws affecting creditors' rights generally, or (b) general equitable principles, regardless of whether the issue of enforceability is considered in a proceeding in equity or at law.

Section 12. Remedies. The Lender shall not, by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies under this Guaranty or otherwise. A waiver by the Lender of any right or remedy hereunder on any one occasion, shall not be construed as a ban or waiver of any such right or remedy which the Lender would have had on any future occasion, nor shall the Lender be liable for exercising or failing to exercise any such right or remedy. The rights and remedies of the Lender under this Guaranty are cumulative and, as such, are in addition to any other rights and remedies available to the Lender under law or any other agreements.

Section 13.                                Appointment as Attorney-in-Fact. The Guarantor hereby appoints the Lender as the attorney-in-fact for the Guarantor, with full authority in the place and stead of, and in the name of, the Guarantor, or otherwise, to exercise all rights and remedies granted to the Lender under this Guaranty and to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Guaranty.

Section 14. Indemnity and Expenses. The Guarantor hereby indemnifies the Lender from and against any and all claims, losses, damages and liabilities growing out of or resulting from this Guaranty (including, without limitation, enforcement of this Guaranty), except claims, losses, damages or liabilities resulting from the Lender's gross negligence and willful misconduct.

The Guarantor will upon demand pay to the Lender the amount of any and all expenses, including the fees and expenses of its counsel and of any experts and agents, which the Lender may incur in connection with (1) any amendment to this Guaranty, (2) the administration of this Guaranty, (3) the exercise or enforcement of any of the rights of the Lender under this Guaranty, or (4) the failure by the Guarantor to perform or observe any of the provisions of this Guaranty.

Section 15. Amendments. No amendment or waiver of any provision of this Guaranty, nor consent to any departure by the Guarantor from this Guaranty, shall in any event be effective unless the same shall be in writing and signed by the Guarantor and the Lender, and then such amendment or waiver shall be effective only in the specific instance and for the specific purpose for which given.

Section 16. Addresses for Notices. All notices and other communications provided for under this Guaranty shall be in writing and, mailed or delivered by messenger or overnight delivery service, addressed, in the case of the Guarantor at its address specified below its signature, and in the case of the Lender at the address specified below, or as to any such party at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.

If to the Lender:

JPF Securities Law, LLC

19720 Jetton Road

Suite 300

Cornelius, NC 28031

If to the Guarantor:

Phoenix Energy Resource Corporation

1001 Bayhill Drive 2nd Floor

Suite 200

San Brunco, CA 94066

All such notices and other communications shall, when mailed, be effective three (3) days after being placed in the mails, or when delivered to a messenger or overnight delivery service, be effective one (1) day after being delivered to the messenger or overnight delivery service, in each case, addressed as specified above.

Section 17. Assignment and Transfer of Obligations. This Guaranty will bind the estate of the Guarantor as to Guaranteed Obligations created or incurred both before and after the bankruptcy or liquidation of the Guarantor, whether or not the Lender receives notice of such bankruptcy or liquidation. This Guaranty shall inure to the benefit of the Lender and his successors, transferees and assigns. The Guarantor may not transfer or assign its obligations under this Guaranty. The Lender may assign or otherwise transfer all or a portion of his rights or obligations with respect to the Guaranteed Obligations to any other party, and such other party shall then become vested with all the benefits in respect of such transferred Guaranteed Obligations granted to the Lender in this Guaranty or otherwise. The Guarantor agrees that the Lender can provide information regarding the Guarantor to any prospective or actual successor, transferee or assign.

Section 18. Setoff. The Guarantor agrees that, in addition to, and without limiting, any right of setoff, the Lender's lien or counterclaim the Lender may otherwise have, the Lender shall be entitled, at its option, to offset balances (general or special, time or demand, provisional or final) held by it for the account of the Guarantor, at any of the offices of the Lender, in Dollars or any other currency, against any amount payable by the Guarantor to the Lender under this Guaranty which is not paid when demanded (regardless of whether such balances are then due to the Guarantor), in which case the Lender shall promptly notify the Guarantor, provided that the Lender's failure to give such notice shall not affect the validity of such offset.

Section 19. Submission to Jurisdiction. The Guarantor hereby irrevocably submit to the jurisdiction of any federal or state court sitting in Clark County in the State of Nevada over any action or proceeding arising out of or related to this Guaranty and agrees with the Lender that personal jurisdiction over the Guarantor rests with such courts for purposes of any action on or related to this Guaranty. The Guarantor hereby waives personal service by manual delivery and agrees that service of process may be made by prepaid certified mail directed to the Guarantor at the address of the Guarantor for notices under this Guaranty or at such other address as may be designated in writing by the Guarantor to the Lender, and that upon mailing of such process such service will be effective as if the Guarantor were personally served. The Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. The Guarantor further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. The Guarantor agrees that any action on or proceeding brought against the Lender shall only be brought in such courts.

Section 20. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of Nevada without regard to its principles of conflicts of law.

Section 21. Subordination. Once a demand for payment is made on the Guarantor under this Guaranty, the Guarantor will not (1) make any demand for payment of, or take any action to accelerate, any obligation owed to the Guarantor by the Borrower, (2) seek to collect payment of, or enforce any right or remedies against the Borrower, any of the obligations owed to the Guarantor by the Borrower or any guarantees, credit supports, collateral or other security related to or supporting any of such obligations, or (3) commence, or join with any other creditor in commencing, any bankruptcy or similar proceeding against the Borrower. The Guarantor also agrees that the payment of all obligations of the Borrower to the Guarantor shall be subordinate and junior in time and right of payment in accordance with the terms of this Section 21 to the prior payment in full (in cash) of the Guaranteed Obligations. In furtherance of such subordination, (1) to the extent possible, the Guarantor will not take or receive from the Borrower any payments, in cash or any other property, by setoff or any other means, of any or all of the obligations owed to the Guarantor by the Borrower, or purchase, redeem, or otherwise acquire any of such obligations, or change the terms or provisions of any such obligations and (2) if for any reason and under any circumstance the Guarantor receives a payment on such obligation, whether in a bankruptcy or similar proceeding or otherwise, all such payments or distributions upon or with respect to such obligations shall be received in trust for the benefit of the Lender, shall be segregated from other funds and property held by the Guarantor and shall be forthwith paid over to the Lender in the same form as so received (with any necessary endorsement) to be applied (in the case of cash) to, or held as collateral (in the case of securities or other non-cash property) for, the payment or prepayment of the Guaranteed Obligations.

Section 22. Miscellaneous. This Guaranty is in addition to and not in limitation of any other rights and remedies the Lender may have by virtue of any other instrument or agreement previously, contemporaneously or hereafter executed by the Guarantor or any other party or by law or otherwise. If any provision of this Guaranty is contrary to applicable law, such provision shall be deemed ineffective without invalidating the remaining provisions of this Guaranty. Titles in this Guaranty are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty. This Guaranty constitutes the entire agreement between the Guarantor and the Lender with respect to the matters covered by this Guaranty and supersedes all written or oral agreements with respect to such matters.

Section 23. WAIVER OF JURY TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.

IN WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty as of the date of this Guaranty.

Phoenix Energy Resource Corporation

By:  ________________

Name:  Rene Soullier

Title:   Chief Executive Officer

Attest:________________________

EXHIBIT B

COPY OF NOTE

EXHIBIT C

AFFIDAVIT FOR CONFESSION OF JUDGMENT

STATE OF NEVADA COUNTY OF CLARK

JPF SECURITIES LAW, LLC

Plaintiffs,

Affidavit For Confession

-against­ of Judgment

HELVETIC CAPITAL VENTURES AG

Defendants,

Ilona Klausgaard, being duly sworn, depose and say:

1.That I am the President of Helvetic Capital Ventures AG the Defendants in this action, with offices at Sihlamtsstrasse 5, Zurich, Switzerland CH8002.

2. That the Defendants hereby confess judgment in this court in favor of the Plaintiffs, the Lenders listed in Exhibit A of the Loan Documents, in the sum of up to Fifteen Thousand and 00/100 Dollars ($15,000), together with interest from the 28th day of January, 2010, plus costs and disbursements and do hereby authorize the Plaintiffs or assigns to enter judgment for said amount in any court of appropriate jurisdiction.

3.  That the Defendants had their own independent attorney review the loan documentation at the request of the lender and was advised of the existence of possible conflicts of interests including but not limited to the conflicts of interest between the defendant and the lender. Such documentation was deemed to be lawful, fair and reasonable and any and all conflicts of interest were approved and any rights afforded thereunder have been waived.

4. That this confession of judgment is for a debt justly due or to become due to Plaintiffs arising out of the following facts: Promissory Note executed by the undersigned on behalf of the Defendant on the 28th day of January, 2010.

_______________________

Name:  Ilona Klausgaard

Title:  President of Helvetic Capital Ventures AG

Sworn to before me this 28th Day of January 2010

___________________________________

NOTARY PUBLIC

EXHIBIT D

AFFIDAVIT FOR CONFESSION OF JUDGMENT

STATE OF NEVADA COUNTY OF CLARK

JPF SECURITIES LAW, LLC

Plaintiffs,

Affidavit For Confession

-against­ of Judgment

PHOENIX ENERGY RESOURCE CORPORATION

Defendants,

Rene Soullier, being duly sworn, depose and say:

1.That I am the Chief Executive Officer of Phoenix Energy Resource Corporation the Defendants in this action, with offices at 1001 Bayhill Drive 2nd Floor, Suite 200 San Brunco, CA 94066.

2. That the Defendants hereby confess judgment in this court in favor of the Plaintiffs, the Lenders listed in Exhibit A of the Loan Documents, in the sum of up to Fifteen Thousand and 00/100 Dollars ($15,000), together with interest from the 4th day of February, 2010, plus costs and disbursements and do hereby authorize the Plaintiffs or assigns to enter judgment for said amount in any court of appropriate jurisdiction.

3.  That the Defendants had their own independent attorney review the loan documentation at the request of the lender and was advised of the existence of possible conflicts of interests including but not limited to the conflicts of interest between the defendant and the lender. Such documentation was deemed to be lawful, fair and reasonable and any and all conflicts of interest were approved and any rights afforded thereunder have been waived.

4. That this confession of judgment is for a debt justly due or to become due to Plaintiffs arising out of the following facts: Guaranty executed by the undersigned on behalf of the Defendant on the 4th day of February, 2010.

___________________

Name:  Rene Soullier

Title:  CEO of Phoenix Energy Resource Corporation

Sworn to before me this 4th Day of February 2010

___________________________________

NOTARY PUBLIC