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
Date of Report (Date of earliest event reported):
November 8, 2006 (November 7, 2006 )
BTHC III, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-51891 20-4494098
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(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
12890 Hilltop Road
Argyle, Texas 76226
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(Address of Principal Executive Offices)
(972) 233-00300
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(Registrant's Telephone Number, Including Area Code)
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))
Item 1.01 Entry into a Material Definitive Agreement.
On November 7, 2006, BTHC III, Inc. (the "Company") entered into an
Assignment Agreement (the "Assignment Agreement") with Bronze Marketing, Inc., a
Nevada corporation (the "Assignee"), Sutor Steel Technology Co., Ltd., a British
Virgin Islands corporation ("Sutor"), and the stockholders of Sutor (the
"Stockholders") pursuant to which the Company has agreed to assign to Assignee
all the rights, obligations and duties of the Company under that certain Share
Exchange Agreement ("Share Exchange Agreement"), dated September 7, 2006, by and
among the Company, Sutor and the Stockholders, as if the Assignee had entered
into the Share Exchange Agreement directly with Sutor and the Stockholders.
Timothy P. Halter, the Company's sole officer and director, is an
officer and director of the Assignee. Mr. Halter also beneficially controls a
majority of the Assignee's outstanding common capital stock.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Assignment Agreement, dated November 7, 2006, among the Company,
Assignee, Sutor and the Stockholders.
SIGNATURE
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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.
BTHC III, INC.
By: /s/ Timothy P. Halter
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Name: Timothy P. Halter
Title: President and Chief Executive Officer
Dated: November 8, 2006
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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10.1 Assignment Agreement, dated November 7, 2006, among the
Company, Assignee, Sutor and the Stockholders.
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