SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A-1
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 24, 2008
China
Shoe Holdings, Inc.
(Exact
name of Registrant as specified in its charter)
Nevada
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333-139910
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20-2234410
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(State
or other jurisdiction
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(Commission
File number)
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(IRS
Employer
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of
incorporation or organization)
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Identification
No.)
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488
Wai
Qingsong Road
Waigang,
Jiading District, Shanghai, People’s Republic of China 201800
(Address
of principal executive offices) (Zip Code)
011-86-21-59587756
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 for the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01
ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On
March
24, 2008, China Shoe Holdings, Inc.’s (the “Company”) entered into an Equity
Line Agreement (the (ELA”) and a Registration Rights Agreement (“RRA”) with
Magellan Global Fund, L.P., a Delaware limited partnership with offices in
San
Diego, California (“Magellan”). The ELA provides that he Company will receive up
to $2,000,000 from Magellan in connection with the issuance to Magellan of
Common Stock. The Company is required to file a registration statement (the
“Registration Statement”) relating to the sale common stock to be issued to
Magellan in connection with the funding of the Company and for other shares
as
set forth herein. The ELA provides for the purchase of shares included in
the
Registration Statement to Magellan in tranches of up to $60,000 as requested
by
the Company no more often that once every two weeks during the two week period
following the effective date of the Registration Statement. The shares to
be
purchased by Magellan will be priced at an 8% discount tot the market price
for
the Company’s common stock on the over the counter bulletin board (“OTCBB”)
during the two week period preceding each purchase pursuant to a formula
set
forth in the ELA. The ELA provides that the purchases by Magellan there under
shall be at a minimum price of $0.07 per share. At the time the ELA was
executed, the market price for the Company’s common stock on the OTCBB was $0.10
per share. Magellan was issued 571,429 shares of the Company’s common stock upon
execution of the ELA and will be issued additional shares of the Company’s
common stock (having a market value of $40,000 based on the closing bid price
on
the effective date of the registration statement on such effective date.
The RRA
also provides that the resale of the 571,429 shares and the $40,000 shares
to be
offered will be included in the Registration Statement. Since the ELA was
entered into, the Company, in discussion with Magellan, has been able to
eliminate the Placement Agent Agreement with GLB Trading Inc, a registered
broker dealer (the “PAA”). Accordingly, the Company will not be required to pay
any of the compensation required under the PAA, which is void, and of no
further
force and effect. As a result the Company is not issuing the 142,857 shares
of
the Company’s common stock contemplated under the PAA. The Company is required
by the RRA to bear all of the costs of preparing the Registration Statement
and
affecting any necessary registrations under applicable state laws. The ELA
provides that Magellan and its affiliates shall not engage in hedging or
short
selling activities during the period that the Company is seeking financing
under
the ELA and for 90 days thereafter. As a result of the elimination of the
PAA,
the ELA and RRA were amended to eliminate all references to the
PAA.
The
foregoing does not constitute a full statement of the terms of the ELA or
the
RRA, both of which have been filed as exhibits to this report. Reference
is made
to such exhibits for a full description of the rights and obligations of
the
parties under those agreements.
The
Company intends to use the net proceeds of the ELA as working capital to
fund
its planned expansion, primarily its expansion into the retail footwear business
in China.
ITEM
7.
FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
10.1
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Equity
Line Agreement, dated March 24, 2008, between the Company and Magellan,
as
amended.
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10.2
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Registration
Rights Agreement, dated March 24, 2008, between the Company and
Magellan,
as amended.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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China
Shoe
Holdings, Inc.
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Dated:
April 30, 2008
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By:
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/s/
Gu
Xianzhong
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Name:
Gu Xianzhong
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Title:
President
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