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

March 1230, 2009 (March 624, 2009)

Date of Report (Date of earliest event reported)

PAX CLEAN ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~2992~~333-145967	98-0543691
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1278 Laurel Road

North Saanich, BC

Canada V8L 5K8

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (250) 655-3776

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 1.01. Entry into a Material Definitive Agreement

On ~~Friday~~Tuesday, March 624, 2009 (the “Execution Date”), Pax Clean Energy, Inc. (the “~~Company~~Registrant” or “Pax”) entered into a ~~stock~~research ~~purchase~~and ~~agreement~~consulting ~~(the~~services ~~“Agreement”)~~ agreement with ~~Mobile~~Cohen ~~Video~~Independent ~~Development, Inc.,~~Research aGroup ~~Delaware corporation~~ (“~~MVDI~~CIRG”), ~~which~~and ~~entered~~together ~~into~~with the ~~Agreement on its~~Registrant, ~~own~~the ~~behalf~~“Parties”) ~~and~~(the ~~on behalf of MVDI’s shareholders~~“Agreement”). ~~MVDI~~The isAgreement awill ~~privately~~expire twelve ~~owned,~~(12) ~~New~~months ~~York-based~~following ~~technology~~the ~~company~~execution ~~that~~date ~~develops~~(the ~~mobile~~“Term”), ~~wireless~~unless ~~video sharing~~the ~~technology. MVDI is developing a platform technology called~~Parties ~~THWAPR~~mutually ~~that~~agree ~~is intended~~ to ~~provide~~extend ~~multiple~~the ~~solutions~~Agreement ~~and~~in ~~applications for mobile users and wireless carriers~~writing.

Pursuant to the Agreement, ~~the~~CIRG ~~Company~~ will ~~acquire~~provide ~~100% of~~ the ~~issued~~Registrant ~~and~~with ~~outstanding~~financial research ~~shares~~services ~~of common stock of MVDI, in exchange~~ for the ~~issuance~~Term of ~~approximately 16,000,000~~the ~~shares~~Agreement. The ofresearch ~~to-be-designated Series A Convertible Preferred Stock of~~services ~~the~~provided ~~Company~~by ~~(the~~CIRG ~~“Preferred~~will ~~Shares”)~~consist ~~to the shareholders~~ of ~~MVDI~~financial ~~(the “Exchange”). The~~research ~~Preferred~~advice ~~Shares~~and ~~cannot~~consulting ~~be sold, transferred,~~on ~~pledged,~~various ~~hypothecated~~issues, oran ~~converted~~initial ~~into~~coverage ~~shares~~report of (the ~~Company’s~~“Coverage ~~common stock for a period of at least three (3~~Report”) ~~years~~and ~~from~~an ~~the~~email marketing ~~date~~awareness ofcampaign ~~issuance~~ (the “~~Lock-Up Period~~Services”). ~~After~~The ~~the~~Registrant ~~Lock-Up~~has ~~Period,~~ the ~~Company may only convert the~~ ~~Preferred~~right ~~Shares~~to ifterminate the ~~combined~~Agreement ~~Pax/MVDI~~at ~~entity~~any ~~obtains~~time aafter ~~minimum of ten (10) million subscribers for~~ the ~~THWAPR~~Coverage ~~technology. The~~Report ~~Preferred~~has ~~Shares~~been ~~will have 5:1 voting rights and a conversion rate of 36:1~~written.

~~The~~In ~~Agreement~~consideration ~~between~~for the ~~Company~~Services ~~and~~provided ~~MVDI~~by isCIRG, ~~subject~~the toRegistrant ~~certain~~has ~~closing~~agreed ~~conditions~~to ~~(“Closing~~pay ~~Conditions”~~CIRG the aggregate sum of $10,000 within fifteen (15) days of the execution of the Agreement, $2,000 of which has already been paid. Also, the Registrant has agreed to pay editing fees in connection with the Coverage Report for any editing after the first edit of the Coverage Report, at the rate of $125 per hour. Additionally, the Registrant has agreed to reimburse CIRG for any pre-approved incidental costs, including travel expenses, ~~but~~accrued ~~not~~by CIRG ~~limited~~that are related to: the Services.

~~(a)~~Prior ~~Approval by the majority of the holders of the Company’s issued and outstanding shares of common stock of (A) an amendment~~ to entering ~~the~~into ~~Company’s~~this ~~Certificate of Incorporation to authorize 20~~Agreement,~~000,000~~ ~~shares~~there ofwas ~~blank-check~~no ~~preferred~~material ~~stock;~~relationship ~~(B)~~between ~~an increase in~~ the Registrant ~~Company’s~~or ~~authorized~~its ~~shares~~affiliates ~~of common stock to 750,000,000 shares; (C) a change of the Company’s name to “Thwapr, Inc.” to more accurately reflect the new focus of the Company;~~ and ~~(D) an amendment to the Company’s Certificate of Incorporation to allow for supermajority preferred voting rights;~~CIRG.

~~(b)~~ The foregoing ~~filing~~summary ~~with the SEC~~ of ~~a Preliminary 14C Information Statement (~~the ~~“Preliminary~~Agreement ~~14C”)~~is ~~notifying~~qualified ~~non-consenting~~in ~~shareholders~~its ofentirety ~~the approval~~ by reference to the ~~majority~~definitive ofdocument, ~~the~~a ~~holders~~copy of ~~the~~which ~~Company’s~~is ~~issued~~attached ~~and~~as ~~outstanding~~Exhibit ~~shares~~10.1 ofto ~~common~~this Current ~~stock~~Report ofon ~~the~~Form ~~actions described in Section (a) above;~~8-K.

(d) The filing with the Delaware Secretary of State of an amended Certificate of Incorporation of the Company designating blank check preferred stock; increasing the Company’s authorized shares of common stock; changing the Company’s name and allowing for supermajority preferred voting rights; and

(e) The filing with the Delaware Secretary of State of a Certificate of Designation for the Preferred Shares.

The Closing of the Exchange is expected to occur after the satisfaction of the Closing Conditions, but in no event after May 15, 2009, assuming no review by the SEC of the Preliminary 14C; or July 15, 2009, in the event that the SEC notifies the Company of its intention to do a limited or full review of the Preliminary 14C. Simultaneously with the closing of the Exchange, the Company will enter into an agreement with each of Hammond Management Corporation (“HMC”) and Scientific Biofuels Solutions, Ltd. (“SBS”), pursuant to which HMC will agree to cancel 96,400,000 shares of the Company’s common stock held by HMC and to forgive all loans due to HMC by the Company; and SBS will agree to cancel 97,600,000 shares of common stock held by SBS and to forgive all loans due to SBS by the Company at Closing. After the closing of the Exchange, the Company will have 17,640,000 shares of common stock outstanding.

Prior to entering into this material definitive agreement, there was no material relationship between our company or its affiliates and the parties thereto, other than in respect of the applicable material definitive agreement.

The foregoing summary of the Agreement and transactions described above is qualified in its entirety by reference to the definitive transaction document, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On March 9, 2009, the Company issued a press release announcing that it had entered into the Agreement described in Item 1.01 above.

A copy of the Press Release is attached hereto as Exhibit 99.1.

In accordance with General Instructions B.2 of Form 8-K, the information in this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits

Exhibit No.	Description
10.1	~~Stock~~Research ~~Purchase~~Services Agreement between the Company and ~~Mobile~~Cohen ~~Video~~Independent ~~Development,~~Research ~~Inc.~~Group, dated as of March 624, 2009
99.1	Press Release, dated as of March 9, 2009, announcing entry into the Stock Purchase Agreement with Mobile Video Development, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 12, 2009		PAX CLEAN ENERGY, INC.
Date: March 30, 2009		PAX CLEAN ENERGY, INC.
	By:	/s/ Paul Leslie Hammond Paul Leslie Hammond, President and Chief Executive Officer
		Paul Leslie Hammond, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	~~Stock~~Research ~~Purchase~~Services Agreement between the Company and ~~Mobile~~Cohen ~~Video~~Independent ~~Development,~~Research ~~Inc.~~Group, dated as of March 624, 2009
99.1	Press Release, dated as of March 9, 2009, announcing entry into the Stock Purchase Agreement with Mobile Video Development, Inc.

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