Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 7, 2009
YASHENG
ECO-TRADE CORPORATION.
(Exact
name of registrant as specified in charter)
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Delaware
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001-12000
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13-3696015
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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9107
Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 461-3559
With a
copy to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th
Floor
New York,
New York 10005
T:
516.833.5034
F:
516.977.1209
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 Instructions 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
8.01 Other
Events
On August
7, 2009, Yasheng Eco-Trade Corporation (the ”Company”) has entered
into a Memorandum of Terms in which it will provide an equity line in
the amount up to $1,000,000 to Golden Water Agriculture,
a corporation to be formed in Israel (“Golden
Water”). Upon funding the equity line, the Company will
receive shares of Series A Preferred Stock (the “Golden Water Preferred”)
convertible into 30% of Golden Water, which assumes that the full $1,000,000 is
funded. The Company will be entitled to convert the Golden
Water Preferred into the most senior class of shares of Golden Water at a 15%
discount to any recent round of financing. The Company shall be
required to convert the Golden Water Preferred in the event of an initial public
offering based on a valuation three times the valuation of the
investment. To date, no consideration has been exchanged between the
Company and Golden Water.
Golden
Water has developed a process by which gaseous oxygen can be introduced into
water at the molecular level and retained at a high concentration for a long
period of time, as well as the ability to add gaseous elements including
nitrogen, carbon dioxide and more.
The
parties that are forming Golden Water have filed for patents in the United
States and Israel.
The
closing of the financing of Golden Water by the Company will require the
completion of definitive documentation and completion of due diligence by the
Company. Final closing is subject to approval of the final definitive
agreements by the Boards of Directors of Golden Water and the
Company. There is no guarantee that the parties will reach a final
agreement or that the transaction will close on the terms set forth
above.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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YASHENG
ECO-TRADE CORPORATION |
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By:
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/s/ Yossi
Attia |
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Name: |
Yossi
Attia |
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Title: |
Chief
Operating Officer |
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Beverly
Hills, California