- Current report filing (8-K)
31 Dezember 2008 - 8:20PM
Edgar (US Regulatory)
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) December 26,
2008
China
Shoe Holdings, Inc.
(Exact
name of Registrant as specified in its charter)
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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):
¨
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))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITVE AGREEMENT.
On December 26, 2008, China Shoe
Holdings, Inc.’s (the “Company”) entered into an Agreement for Share Exchange
(“ASE”), dated December 22, 2008, by and among the Company, Chinaone Investment,
LTD, a Republic of Seychelles corporation (Chinaone”), and the shareholders of
Chinaone. The ASE provides that upon closing the Chinaone
shareholders will exchange their shares for 1,699,254,200 shares, or
approximately 94%, of the issued and outstanding shares of the Company and the
present officers and director of the Company will resign and be replaced by the
designees of Chinaone. Chinaone is the 95% shareholder of
Fuzhou Cangyuan Herbal Health Drinks Co., Ltd. (“Fuzhou”), a Sino-foreign JV
registered in China which is
engaged in growing herbal ingredients and
developing and marketing herbal beverages in China which include various
ingredients, including golden honeysuckle. Fuzhou has operated
profitably in each of the last three years.
The
closing under the ASE is subject to various conditions, including, but not
limited to, the satisfactory completion of each party’s due diligence and
various other requirements. Among other requirements, the Company
must dispose of its present shoe manufacturing and marketing operations and
increase authorized shares of common stock to permit the issuance of the
Company’s shares to the Chinaone shareholders.
Management
believes that the transaction, which will result in the acquisition of a 95%
interest in Fuzhou is in the best interests of the Company and its
shareholders. The Company’s shoe manufacturing business has suffered
severe adverse effects relating to general economic conditions and conditions
relating to the business climate in China. Management has determined
that the business can not operate profitably under present conditions and has
suspended production at the Company’s factory. Management believes
that the acquisition of Fuzhou gives the Company and its shareholders an
opportunity to participate in a profitable and growing business. The
holders of a majority of the Company’s issued and outstanding shares have
consented to the disposition and acquisition of assets represented by the
consummation of the transactions contemplated by the ASE and the Company has
begun filling its legal conditions to closing. The Company has
initiated the process of disposing of its shoe manufacturing
operations.
The
foregoing does not constitute a full statement of the terms of the ASE which is
being filed as an exhibit to this report. Reference is made to such exhibits for
a full description of the rights and obligations of the parties under those
agreements.
ITEM
3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On
December 30, 2008, the Company filed a Certificate of Change with the Nevada
Secretary of State to increase the number of shares of common stock which it is
authorized to issue from 300,000,000 shares par value $0.001 to 2,000,000,000
shares, par value $0.001. The certificate of change, which is filed
as an exhibit hereto, was approved by the Company’s sole director and the
holders of 62,555,133 shares of the Company’s 119,445,571 outstanding shares of
common stock. The increase in the Company’s authorized common shares
is a condition to closing under the ASE.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On December 26, 2008, the Company
received letters of resignation from each of
Kon Ki Lo
, a director and
Angus Cheung
Ming, the Company’s Chief Financial Officer. The resignation letters
stated that their resignations were “the result of disagreement with the Company
on the matter relating to its operation and practices.” However, the
letters, which are filed as exhibits to this report, did not state specific
disagreements with any operation or practice of the Company.
ITEM
7. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
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Exhibit
No.
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Description
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3.1
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Certificate
of change to the Company’s Articles of Incorporation, filed December 30,
2008.
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10.1
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Agreement
for Share Exchange, dated as of December 22, 2008, by and among the
Company, Chinaone Investment Ltd., and the shareholders of Chinaone
Investment, Ltd.
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10.2
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Resignation
letter, Kon Ki Lo
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10.3
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Resignation
letter, Agnus Cheung Ming
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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:
December 31, 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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