UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)    January 30, 2006
                                                      --------------------------

                               BPK Resources, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


           Nevada                       000-27339                88-0426887
--------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission               (IRS Employer
      of Incorporation)               File Number)           Identification No.)

                        264 Union Boulevard, First Floor
                            Totowa, New Jersey                         07512
--------------------------------------------------------------------------------
                 (Address of Principal Executive Offices)            (Zip Code)


Registrant's telephone number, including area code    (973) 956-8400
                                                   -----------------------------


--------------------------------------------------------------------------------
          (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 (see General Instruction A.2. below):

      |_| 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
CFR 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))


<PAGE>





                Section 1 - Registrant's Business and Operations

Item 1.01         Entry Into Material Definitive Agreement

      On January 30, 2006, we entered into a Securities  Purchase Agreement (the
"Purchase  Agreement")  with Trident  Growth  Fund,  LP  ("Trident").  Under the
Purchase  Agreement we issued a $600,000  principal  amount secured  convertible
debenture  (the  "Convertible  Debenture")  and a  warrant  (the  "Warrant")  to
purchase up to 1,200,000  shares of our common stock to Trident.

Trident Financing

      The Convertible  Debenture  accrues  interest at the rate of 12% per annum
payable  monthly  in  arrears  on the  last day of each  month,  is  secured  by
substantially all of our assets, and may be prepaid, in whole or in part, at our
option upon 90 days written notice. The Convertible Debenture is due the earlier
of: (i) January 30,  2007;  or (ii) the date of any Change of Control.  For this
purpose,  Change Of Control means (a) the  acquisition by any person (other than
Trident or any of our existing  shareholders) of at least forty percent (40%) of
our issued and outstanding  shares of capital stock having the right to vote for
the  election of our  directors  or (b) during any period of twelve  consecutive
calendar months, individuals who at the beginning of such period constituted our
board of directors  (together with any new directors whose election to our board
of directors or whose  nomination for election by our  shareholders was approved
by a vote of at least  two-thirds  of the  directors  then  still in office  who
either were  directors  at the  beginning  of such period or whose  elections or
nomination for election was previously so approved) cease for any reason,  other
than death or  disability,  to  constitute  a  majority  of our  directors.  The
proposed  acquisition of Graphite  Technology Group, Inc. shall not constitute a
Change of Control so long as the transaction is closed by May 20, 2006.

      The Convertible Debenture is convertible in whole or in part at the option
of Trident into shares of our common stock at an initial conversion price of the
lesser of: (i) $0.13 per share;  or (ii) the average price per share of our next
debt or equity financing resulting in gross proceeds of at least $3,000,000. The
conversion  price is  subject  to  proportional  adjustment  for  stock  splits,
combinations,  recapitalizations  and stock dividends.  In addition, if we issue
additional  shares of our common stock or securities  convertible or exercisable
into shares of our common stock at a price or conversion or exercise  price,  as
applicable,  less than the conversion price in effect  immediately prior to such
issuance,  the  conversion  price will  automatically  be adjusted to such lower
price.

      Events of default under the Convertible  Debenture  include any failure to
make  an  interest  or   principal   payment   when  due,   our  breach  of  any
representation,  warranty,  covenant  or  agreement  set  forth in the  Purchase
Agreement,  Convertible Debenture,  Warrant or any other document or certificate
delivered  in  connection  therewith,  any Change Of Control (as defined  above)
unless  approved in advance by Trident,  the sale, or agreement to sell,  all or
substantially  all of our assets  unless  approved  in advance  by  Trident,  an
assignment  for  the  benefit  of  our  creditors,  or an  application  for  the
appointment  of a  receiver  or  liquidator  for the  Company  or for any of our
material assets.  Except with respect to a payment default,  we have thirty (30)
days following an event of default to cure such default.  Upon the occurrence of
an event of default, the entire unpaid principal balance,  together with accrued
interest,  will at the option of Trident become  immediately  due and payable in
full,  interest  will  accrue at the  lesser  of:  (i) 18% per annum or (ii) the
maximum rate allowed under applicable law.

                                       1
<PAGE>

      The  Purchase  Agreement  contains  standard  and  customary   affirmative
covenants  with which we are  required to comply.  Commencing  90 days after the
date of the Purchase Agreement, we are required to comply with certain financial
covenants  including  maintaining a minimum current ratio and cash flow coverage
ratio.

      In connection  with the issuance of the Convertible  Debenture,  we issued
the Warrant to Trident to purchase up to 1,200,000  shares of our common  stock.
The Warrant is immediately exercisable at an exercise price of the lesser of (i)
$0.13 per share or (ii) the  average  price per share of our next debt or equity
financing  resulting  in gross  proceeds  of at least  $3,000,000.  The  Warrant
contains  standard and customary  cashless exercise  provisions,  and terminates
five years from the date of grant. The exercise price is subject to proportional
adjustment  for  stock  splits,   combinations,   recapitalizations   and  stock
dividends.  In addition,  if we issue  additional  shares of our common stock or
securities convertible or exercisable into shares of our common stock at a price
or conversion or exercise price, as applicable,  less than the exercise price in
effect immediately prior to such issuance, the exercise price will automatically
be adjusted to such lower price.

      We granted certain  registration  rights to Trident to register the public
sale of the shares of common stock  issuable  upon  conversion  or exercise,  as
applicable,  of the  Convertible  Debenture and Warrant (the "Trident  Shares").
Specifically,  with  certain  exceptions,  we have agreed to include the Trident
Shares in any  registration  statement we file with the  Securities and Exchange
Commission  in order to permit the public resale of the Trident  Shares.  In the
event  that we fail to  include  the  Trident  Shares  in any such  registration
statement, upon written notice of Trident we will be required prepare and file a
registration  statement with the SEC covering the Trident Shares within 105 days
after the date of such notice.  In addition,  Trident may, at any time,  request
that we prepare and file a  registration  statement  with the SEC  covering  the
public  sale  of the  Trident  Shares.  If we  fail  to  timely  file  any  such
registration  statement,  then, at the option of Trident, for each full calendar
month  that  the  public  sale of the  Trident  Shares  are not  covered  by and
effective registration  statement, we will be required to issue shares of common
stock to Trident  equal to 0.1% of our  outstanding  shares  each day until such
shares are so registered.

      The descriptions of the Purchase  Agreement,  Convertible Note and Warrant
set forth above are  qualified in their  entirety by reference to copies of such
agreements  filed as  exhibits to this  report and  incorporated  herein by this
reference.

      Advances to Graphite

      On  January  26,  2006,  we  loaned an  additional  $100,000  to  Graphite
Technology Group, Inc. ("Graphite") pursuant to a promissory note (the "Graphite
Note") in contemplation of a proposed business  combination  between the Company
and Graphite.  The Graphite Note bears  interest at an annual rate of 12% and is
secured by all of  Graphite's  assets,  as evidenced  by that  certain  Security
Agreement made by Graphite in favor of the Company dated as of December 26, 2005
(the "Security  Agreement").  The unpaid principal balance of the Graphite Note,
together  with all accrued  and unpaid  interest  thereon,  is due no later than
March 31,  2006.  As reported in our Form 8-K dated  December  26,  2005,  as of
January 23, 2006 we had advanced  $650,000 to Graphite  under the Graphite Note.
After giving effect to the  additional  advance,  as of February 3, 2006 we have
advanced  $750,000 to Graphite  pursuant to the terms of the  Graphite  Note.

                                       2
<PAGE>

      The descriptions of the Graphite Note and the Security Agreement set forth
above are qualified in their entirety by reference to copies of such  agreements
filed as exhibits to this report and incorporated herein by this reference.

      The information provided in Item 2.03 is hereby incorporated by reference.

                        Section 2 - Financial Information

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

      On January 30, 2006, we entered into the Purchase  Agreement  with Trident
pursuant to which we issued the Convertible Debenture in the principal amount of
$600,000.

      The  information  provided in Item 1.01  regarding  the  transaction  with
Trident is hereby incorporated by reference.

      As reported in our Form 8-K dated December 26, 2005,  between December 28,
2005 and January 18, 2006,  we executed a series of unsecured  promissory  notes
(collectively,  the "BPK Notes") in favor of certain lenders (collectively,  the
"Lenders"), in the aggregate principal amount of $650,000 to finance the loan to
be made to Graphite  pursuant to the Graphite  Note. The BPK Notes bear interest
at 10% per annum prior to maturity and at 12% per annum commencing 10 days after
the date of maturity,  together with  attorneys' fees for collection and payment
of such unpaid amounts. The unpaid principal balance of the BPK Notes,  together
with all accrued  and unpaid  interest  thereon,  is due no later than March 31,
2006.

      As  previously  reported,  $250,000  of the BPK Notes were issued to Bamco
Gas,  LLC. On January 26, 2006,  we borrowed an  additional  $100,000 from Bamco
Gas, LLC pursuant to the terms of the BPK Notes.  The proceeds  were advanced to
Graphite  pursuant to the terms of the  Graphite  Note.  FEQ  Investments,  Inc.
serves as the sole manager of Bamco Gas, LLC and of BP Investments  Group,  LLC,
the beneficial owner of 27,692,305 shares of common stock of the Company.

      The  description  of the BPK  Notes set forth  above is  qualified  in its
entirety by reference to the form of BPK Note filed as an exhibit to this report
and incorporated herein by this reference.

      The  information  provided in Item 1.01 regarding  advances to Graphite is
hereby incorporated by reference.

                                       3
<PAGE>

                   Section 3 - Securities And Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

      On  January  30,  2006,  we issued  and sold to  Trident  the  Convertible
Debenture and Warrant in consideration  of gross cash proceeds of $600,000.  The
foregoing  securities  were  issued in a private  placement  transaction  to one
accredited  investor  pursuant to the exemption  from  registration  provided by
Section 4(2) of the Securities Act of 1933, as amended (the  "Securities  Act"),
without  engaging in any general  solicitation  or  advertising  of any kind and
without payment of underwriting discounts or commissions to any person.

      The  information  provided in Item 1.01  regarding  the  transaction  with
Trident is hereby incorporated by reference.


                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No.                         Description of Exhibit

10.1              Securities  Purchase  Agreement  dated January 30, 2006 by and
                  between the Company and Trident Growth Fund, LP

10.2              12% Secured  Convertible  Debenture  dated January 30, 2006 in
                  the Principal Amount of $600,000

10.3              Form of  Security  Agreement  dated  January  30,  2006 by and
                  between Trident Growth Fund, LP and the Company

10.4              Warrant  dated  January 30, 2006 to Purchase  Shares of Common
                  Stock issued to Trident Growth Fund, LP

10.5              12%  Promissory  Note dated as of  December  26,  2005 made by
                  Graphite  Technology  Group,  Inc. in favor of BPK  Resources,
                  Inc.  in the  principal  amount of $750,000  (incorporated  by
                  reference to Exhibit 10.1 to the Company's  Current  Report on
                  Form 8-K dated December 26, 2005).

10.6              Form of Promissory  Note made by BPK Resources,  Inc. in favor
                  of  certain  lenders  in the  aggregate  principal  amount  of
                  $750,000  (incorporated  by  reference  to Exhibit 10.2 to the
                  Company's Current Report on Form 8-K dated December 26, 2005).

                                       4
<PAGE>

10.7              Promissory  Note dated January 6, 2006 made by BPK  Resources,
                  Inc.  in favor of Bamco Gas,  LLC in the  principal  amount of
                  $250,000  (incorporated  by  reference  to Exhibit 10.3 to the
                  Company's Current Report on Form 8-K dated December 26, 2005).

10.8              Security  Agreement  dated as of  December  26,  2005  made by
                  Graphite  Technology  Group,  Inc. in favor of BPK  Resources,
                  Inc.  (incorporated  by  reference  to  Exhibit  10.4  to  the
                  Company's Current Report on Form 8-K dated December 26, 2005).

                                       5
<PAGE>


                                   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.

                                            BPK Resources, Inc.



Date:  February 7, 2006                     By:   /s/ Christopher H. Giordano
                                                --------------------------------
                                                  Christopher H. Giordano
                                                  Chief Executive Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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)    January 30, 2006
                                                      --------------------------

                               BPK Resources, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                       000-27339                88-0426887
--------------------------------------------------------------------------------
(State or Other Jurisdiction          (Commission               (IRS Employer
      of Incorporation)               File Number)           Identification No.)

                        264 Union Boulevard, First Floor
                            Totowa, New Jersey                         07512
--------------------------------------------------------------------------------
                 (Address of Principal Executive Offices)            (Zip Code)

Registrant's telephone number, including area code    (973) 956-8400
                                                   -----------------------------

--------------------------------------------------------------------------------
          (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 (see General Instruction A.2. below):

      |_| 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
CFR 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))
Section 1 - Registrant's Business and Operations

Item 1.01         Entry Into Material Definitive Agreement

      On January 30, 2006, we entered into a Securities  Purchase Agreement (the
"Purchase  Agreement")  with Trident  Growth  Fund,  LP  ("Trident").  Under the
Purchase  Agreement we issued a $600,000  principal  amount secured  convertible
debenture  (the  "Convertible  Debenture")  and a  warrant  (the  "Warrant")  to
purchase up to 1,200,000  shares of our common stock to Trident.

Trident Financing

      The Convertible  Debenture  accrues  interest at the rate of 12% per annum
payable  monthly  in  arrears  on the  last day of each  month,  is  secured  by
substantially all of our assets, and may be prepaid, in whole or in part, at our
option upon 90 days written notice. The Convertible Debenture is due the earlier
of: (i) January 30,  2007;  or (ii) the date of any Change of Control.  For this
purpose,  Change Of Control means (a) the  acquisition by any person (other than
Trident or any of our existing  shareholders) of at least forty percent (40%) of
our issued and outstanding  shares of capital stock having the right to vote for
the  election of our  directors  or (b) during any period of twelve  consecutive
calendar months, individuals who at the beginning of such period constituted our
board of directors  (together with any new directors whose election to our board
of directors or whose  nomination for election by our  shareholders was approved
by a vote of at least  two-thirds  of the  directors  then  still in office  who
either were  directors  at the  beginning  of such period or whose  elections or
nomination for election was previously so approved) cease for any reason,  other
than death or  disability,  to  constitute  a  majority  of our  directors.  The
proposed  acquisition of Graphite  Technology Group, Inc. shall not constitute a
Change of Control so long as the transaction is closed by May 20, 2006.

      The Convertible Debenture is convertible in whole or in part at the option
of Trident into shares of our common stock at an initial conversion price of the
lesser of: (i) $0.13 per share;  or (ii) the average price per share of our next
debt or equity financing resulting in gross proceeds of at least $3,000,000. The
conversion  price is  subject  to  proportional  adjustment  for  stock  splits,
combinations,  recapitalizations  and stock dividends.  In addition, if we issue
additional  shares of our common stock or securities  convertible or exercisable
into shares of our common stock at a price or conversion or exercise  price,  as
applicable,  less than the conversion price in effect  immediately prior to such
issuance,  the  conversion  price will  automatically  be adjusted to such lower
price.

      Events of default under the Convertible  Debenture  include any failure to
make  an  interest  or   principal   payment   when  due,   our  breach  of  any
representation,  warranty,  covenant  or  agreement  set  forth in the  Purchase
Agreement,  Convertible Debenture,  Warrant or any other document or certificate
delivered  in  connection  therewith,  any Change Of Control (as defined  above)
unless  approved in advance by Trident,  the sale, or agreement to sell,  all or
substantially  all of our assets  unless  approved  in advance  by  Trident,  an
assignment  for  the  benefit  of  our  creditors,  or an  application  for  the
appointment  of a  receiver  or  liquidator  for the  Company  or for any of our
material assets.  Except with respect to a payment default,  we have thirty (30)
days following an event of default to cure such default.  Upon the occurrence of
an event of default, the entire unpaid principal balance,  together with accrued
interest,  will at the option of Trident become  immediately  due and payable in
full,  interest  will  accrue at the  lesser  of:  (i) 18% per annum or (ii) the
maximum rate allowed under applicable law.

                                       1
The  Purchase  Agreement  contains  standard  and  customary   affirmative
covenants  with which we are  required to comply.  Commencing  90 days after the
date of the Purchase Agreement, we are required to comply with certain financial
covenants  including  maintaining a minimum current ratio and cash flow coverage
ratio.

      In connection  with the issuance of the Convertible  Debenture,  we issued
the Warrant to Trident to purchase up to 1,200,000  shares of our common  stock.
The Warrant is immediately exercisable at an exercise price of the lesser of (i)
$0.13 per share or (ii) the  average  price per share of our next debt or equity
financing  resulting  in gross  proceeds  of at least  $3,000,000.  The  Warrant
contains  standard and customary  cashless exercise  provisions,  and terminates
five years from the date of grant. The exercise price is subject to proportional
adjustment  for  stock  splits,   combinations,   recapitalizations   and  stock
dividends.  In addition,  if we issue  additional  shares of our common stock or
securities convertible or exercisable into shares of our common stock at a price
or conversion or exercise price, as applicable,  less than the exercise price in
effect immediately prior to such issuance, the exercise price will automatically
be adjusted to such lower price.

      We granted certain  registration  rights to Trident to register the public
sale of the shares of common stock  issuable  upon  conversion  or exercise,  as
applicable,  of the  Convertible  Debenture and Warrant (the "Trident  Shares").
Specifically,  with  certain  exceptions,  we have agreed to include the Trident
Shares in any  registration  statement we file with the  Securities and Exchange
Commission  in order to permit the public resale of the Trident  Shares.  In the
event  that we fail to  include  the  Trident  Shares  in any such  registration
statement, upon written notice of Trident we will be required prepare and file a
registration  statement with the SEC covering the Trident Shares within 105 days
after the date of such notice.  In addition,  Trident may, at any time,  request
that we prepare and file a  registration  statement  with the SEC  covering  the
public  sale  of the  Trident  Shares.  If we  fail  to  timely  file  any  such
registration  statement,  then, at the option of Trident, for each full calendar
month  that  the  public  sale of the  Trident  Shares  are not  covered  by and
effective registration  statement, we will be required to issue shares of common
stock to Trident  equal to 0.1% of our  outstanding  shares  each day until such
shares are so registered.

      The descriptions of the Purchase  Agreement,  Convertible Note and Warrant
set forth above are  qualified in their  entirety by reference to copies of such
agreements  filed as  exhibits to this  report and  incorporated  herein by this
reference.

      Advances to Graphite

      On  January  26,  2006,  we  loaned an  additional  $100,000  to  Graphite
Technology Group, Inc. ("Graphite") pursuant to a promissory note (the "Graphite
Note") in contemplation of a proposed business  combination  between the Company
and Graphite.  The Graphite Note bears  interest at an annual rate of 12% and is
secured by all of  Graphite's  assets,  as evidenced  by that  certain  Security
Agreement made by Graphite in favor of the Company dated as of December 26, 2005
(the "Security  Agreement").  The unpaid principal balance of the Graphite Note,
together  with all accrued  and unpaid  interest  thereon,  is due no later than
March 31,  2006.  As reported in our Form 8-K dated  December  26,  2005,  as of
January 23, 2006 we had advanced  $650,000 to Graphite  under the Graphite Note.
After giving effect to the  additional  advance,  as of February 3, 2006 we have
advanced  $750,000 to Graphite  pursuant to the terms of the  Graphite  Note.

                                       2
The descriptions of the Graphite Note and the Security Agreement set forth
above are qualified in their entirety by reference to copies of such  agreements
filed as exhibits to this report and incorporated herein by this reference.

      The information provided in Item 2.03 is hereby incorporated by reference.

                        Section 2 - Financial Information

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

      On January 30, 2006, we entered into the Purchase  Agreement  with Trident
pursuant to which we issued the Convertible Debenture in the principal amount of
$600,000.

      The  information  provided in Item 1.01  regarding  the  transaction  with
Trident is hereby incorporated by reference.

      As reported in our Form 8-K dated December 26, 2005,  between December 28,
2005 and January 18, 2006,  we executed a series of unsecured  promissory  notes
(collectively,  the "BPK Notes") in favor of certain lenders (collectively,  the
"Lenders"), in the aggregate principal amount of $650,000 to finance the loan to
be made to Graphite  pursuant to the Graphite  Note. The BPK Notes bear interest
at 10% per annum prior to maturity and at 12% per annum commencing 10 days after
the date of maturity,  together with  attorneys' fees for collection and payment
of such unpaid amounts. The unpaid principal balance of the BPK Notes,  together
with all accrued  and unpaid  interest  thereon,  is due no later than March 31,
2006.

      As  previously  reported,  $250,000  of the BPK Notes were issued to Bamco
Gas,  LLC. On January 26, 2006,  we borrowed an  additional  $100,000 from Bamco
Gas, LLC pursuant to the terms of the BPK Notes.  The proceeds  were advanced to
Graphite  pursuant to the terms of the  Graphite  Note.  FEQ  Investments,  Inc.
serves as the sole manager of Bamco Gas, LLC and of BP Investments  Group,  LLC,
the beneficial owner of 27,692,305 shares of common stock of the Company.

      The  description  of the BPK  Notes set forth  above is  qualified  in its
entirety by reference to the form of BPK Note filed as an exhibit to this report
and incorporated herein by this reference.

      The  information  provided in Item 1.01 regarding  advances to Graphite is
hereby incorporated by reference.

                                       3
Section 3 - Securities And Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

      On  January  30,  2006,  we issued  and sold to  Trident  the  Convertible
Debenture and Warrant in consideration  of gross cash proceeds of $600,000.  The
foregoing  securities  were  issued in a private  placement  transaction  to one
accredited  investor  pursuant to the exemption  from  registration  provided by
Section 4(2) of the Securities Act of 1933, as amended (the  "Securities  Act"),
without  engaging in any general  solicitation  or  advertising  of any kind and
without payment of underwriting discounts or commissions to any person.

      The  information  provided in Item 1.01  regarding  the  transaction  with
Trident is hereby incorporated by reference.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this report:

Exhibit No.                         Description of Exhibit

10.1              Securities  Purchase  Agreement  dated January 30, 2006 by and
                  between the Company and Trident Growth Fund, LP

10.2              12% Secured  Convertible  Debenture  dated January 30, 2006 in
                  the Principal Amount of $600,000

10.3              Form of  Security  Agreement  dated  January  30,  2006 by and
                  between Trident Growth Fund, LP and the Company

10.4              Warrant  dated  January 30, 2006 to Purchase  Shares of Common
                  Stock issued to Trident Growth Fund, LP

10.5              12%  Promissory  Note dated as of  December  26,  2005 made by
                  Graphite  Technology  Group,  Inc. in favor of BPK  Resources,
                  Inc.  in the  principal  amount of $750,000  (incorporated  by
                  reference to Exhibit 10.1 to the Company's  Current  Report on
                  Form 8-K dated December 26, 2005).

10.6              Form of Promissory  Note made by BPK Resources,  Inc. in favor
                  of  certain  lenders  in the  aggregate  principal  amount  of
                  $750,000  (incorporated  by  reference  to Exhibit 10.2 to the
                  Company's Current Report on Form 8-K dated December 26, 2005).

                                       4
10.7              Promissory  Note dated January 6, 2006 made by BPK  Resources,
                  Inc.  in favor of Bamco Gas,  LLC in the  principal  amount of
                  $250,000  (incorporated  by  reference  to Exhibit 10.3 to the
                  Company's Current Report on Form 8-K dated December 26, 2005).

10.8              Security  Agreement  dated as of  December  26,  2005  made by
                  Graphite  Technology  Group,  Inc. in favor of BPK  Resources,
                  Inc.  (incorporated  by  reference  to  Exhibit  10.4  to  the
                  Company's Current Report on Form 8-K dated December 26, 2005).

                                       5
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.

                                            BPK Resources, Inc.

Date:  February 7, 2006                     By:   /s/ Christopher H. Giordano
                                                --------------------------------
                                                  Christopher H. Giordano
                                                  Chief Executive Officer