UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K |
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| January 8, 2010 (January 1, 2010) |
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| Date of Report (Date of earliest event Reported) |
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| (Exact name of registrant as specified in its charter) |
| Nevada | | 000-32505 | | 91-2103949 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer Identification No.) |
| incorporation) | | | | |
130 Andover Park East, Suite 101, Seattle WA 98188
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(Address of principal executive offices) (Zip Code)
(206) 264-8065
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Registrant’s Telephone Number, Including Area Code
L & L INTERNATIONAL HOLDINGS, INC.
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(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)) |
| Forward Looking Statements |
This Form 8-K and other reports filed by L & L Energy, Inc. formerly L & L International Holdings, Inc. (the “Registrant” or “Company”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions, and other factors (including the risks contained in the section of the Registrant’s Form 10-K entitled “Risk Factors”) relating to the Registrant’s industry, the Registrant’s operations and results of operations, and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward looking statements to conform these statements to actual results.
Item 1.01 Entry into a Material Definitive Agreement
The Company acquired 100% equity of SeZone County Hong Xing Coal Washing Factory (“Hong Xing”) on January 1, 2010 with an effective date of November 30, 2009. Hong Xing has a 150,000 ton annual coal washing capacity. The agreement also cites plans to increase the existing capacity to 600,000 tons annually. The agreement was signed by Company’s newly formed subsidiary L&L Yunnan Tianneng Industry Co. Ltd. (“TNI”), which was approved on December 24, 2009 by the Chinese government as a Sino-American joint venture of which the Company owns 70% voting equity.
On January 6, 2010, the entire acquisition price of $1,000,000 USD was contributed by L&L to TNI to execute the agreement.
The above provides only a brief description of the agreement. A full English translation of the Agreement is attached hereto as Exhibit 10.1. Copy of the governing agreement, in Chinese, is available in L&L’s office.
Additionally, as reported on the Form 10-Q filed for fiscal quarter ending October 31, 2009, the Company has increased its equity voting ownership of DaPuAn Mine, including DaPuAn’s coal washing operations, and SuTsong (the “2 Mines”) from 60% to 80% with no additional consideration given by the Company to the non-controlling interest holders of the 2 Mines. As a result, the Company owns 80% equity voting interest effective August 1, 2009.
| Item 9.01 | | Financial Statements and Exhibits |
| (c) | | Exhibits. |
| 10.1 | The Acquisition Agreement of SeZone County Hong Xing Coal Washing Factory with L&L Yunnan Tianneng Industry Co. Ltd. (English Translation) |
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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.
| Date: January 8, 2010 | | By: | | /s/ Dickson V. Lee |
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| | | | | Dickson V. Lee, |
| | | | | Chief Executive Officer |
