U.S. 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 31, 2004
DRAGON INTERNATIONAL GROUP CORP.
--------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 0-23485 98-0177646
------ ------- ----------
State or other jurisdiction Commission File Number (IRS Employer ID No.)
jurisdiction of incorporation)
Bldg 14
Suite A09, International Trading Center,
29 Dongdu Road
Ningbo, China 315000
--------------------
(Address of principal executive offices)
86-574-56169308
---------------
(Issuer's Telephone Number)
Item 1.01 Entry into a Material Definitive Agreement
On or about December 31, 2004, we entered into a Stock Purchase Agreement
(the "Agreement"), with Ms. Shunli Shi, the holder of the balance of 30%
interest in Ningbo Anxin International Company Limited ("Ningbo Anxin"). We had
acquired the initial 70% of Ningbo Anxin on October 4, 2004. As a result, Ningbo
Anxin is now a wholly owned subsidiary of our company. The Agreement provides
for us to issue 4,000,000 "restricted" shares of our common stock for the 30%
interest.
Ningbo Anxin is located in Ningbo, Zhejiang Province, China, 200 miles
south of Shanghai, and was established in 1997. It is a company operating
international trade as well as a manufacturer in integrated packaging paper
industry. It holds an ISO9000 certificate and national license to import and
export. In addition to its own operations, Anxin operates three subsidiaries,
including: (i) Shanghai Anhong Paper Co. Ltd., ("Anhong"), a trading company
located in Shanghai, with another manufacturing facility in Ningbo; Anhong's
main products are "Federal" SBS and "Hang Kong" CCB; (ii) Ningbo Long'an
Industry and Trade Co. Ltd ("Long'an"), which has been set up to begin the
business of Indonesia 'Hang Kong" CCB. It holds the national license to import
and export; and (iii) Jiangdong Yonglongxin Special Paper Co., Ltd.
("Yonglongxin"). Yonglongxin holds an ISO9000 certificate and has five series of
products, including golden and silver paperboards, aluminum foil paperboards,
pearl paperboards, laser paperboards and mirror-like paperboards Anxin has a
distribution network covering east and central China.
Federal SBS is made by International Paper Company ("IP"), the No.1 paper
making company in Asia. Hang Kong CCB is manufactured by Asia Pulp & Paper Co.
Ltd. ("APP"), an Indonesian company which claims to be ranked in the top 3 in
the world paper manufacturing industry. We believe that these two products are
the top choices for China's domestic high-level packaging materials. Anxin is a
primary distributor for IP and APP in China. The products mainly aim at
top-level packaging materials like cigarettes, alcohol, gifts, cosmetics,
pharmaceuticals and tea. Our primarily markets are the printing and tobacco
manufacturing industries. Current clients of Anxin include Dare Technology Co.,
Ltd. (a Chinese Listed Company), Shanghai Tobacco Industry Printing Factory and
Xuzhou Tobacco Industry Company. Among all the products, we believe that
"Federal" SBS holds approximately 15% of the total Chinese domestic market share
and "Hang Kong" CCB holds approximately 20% of the total domestic market share
in China.
By offering high value-added products through improving production
capability and developing new product line, Dragon hopes to increase its market
share significantly in China. In addition, Dragon intends to expand its
businesses to paper-making and printing industry by acquisition. However, there
are no assurances that Dragon will be able to increase its market share, or
successfully consummate any acquisition to accomplish these objectives. As of
the date of this report, there is no definitive agreement between Dragon or
Anxin to engage in any acquisition and there can be no assurances that such an
agreement will be consummated in the future.
The Registrant has previously filed audited financial statements for Ningbo
Anxin International Company Limited as part of its Form 8-K/A1, dated December
3, 2004.
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed in Item 1.01 above, we issued an aggregate of
4,000,000 "restricted" shares of our Common Stock to one person as part of the
Agreement described therein. We relied upon the exemption from registration
afforded by Regulation S, promulgated under the Securities Act of 1933, as
amended, to issue these securities.
Effective January 17, 2005, a holder of a convertible promissory note
exercised his conversion rights applicable thereto and we issued 1,095,000
common shares to him pursuant to the terms of said note. Effective February 7,
2005, holders of outstanding convertible promissory notes exercised their
respective conversion rights applicable thereto and we issued an aggregate of
3,041,789 common shares to four holders pursuant to the terms of their notes. We
relied upon the exemption from registration afforded by Regulation D and Section
4/2, promulgated under the Securities Act of 1933, as amended, to issue these
securities.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Number Exhibit
- ------ -------
2.7 Stock Purchase Agreement
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DRAGON INTERNATIONAL GROUP CORP.
(Registrant)
Dated: February 15, 2005
By:s/ David Wu
--------------------------------------------
David Wu, Chief Executive Officer and President