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
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Date of Report (Date of earliest event reported): OCTOBER 15, 2004
DISCOVERY INVESTMENTS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-0409151
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation) Number)
000-26175
(Commission File Number)
5/F, GUOWEI BUILDING, 73 XIANLIE MIDDLE ROAD
GUANGZHOU, GUANGDONG, THE PEOPLE'S REPUBLIC OF CHINA
(Address of principal executive offices)
86-20-8732-7909
(Registrant's telephone number, including area code)
6767 WEST TROPICANA AVENUE, SUITE 207, LAS VEGAS, NEVADA 89103
(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 obligations of the registrant under any of the
following provisions.
|_| 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
240.14d-2(b)
|_| 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)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) As more fully described in Item 2.01 below, the Registrant
entered into a Securities Purchase Agreement and Plan of Reorganization
dated September 9, 2004, as amended by that certain Amendment No.1 to
Securities Purchase Agreement and Plan of Reorganization dated October
8, 2004, pursuant to which it acquired all of the issued and
outstanding shares of Evergreen Asset Group Limited, an International
Business Company organized to do business under the laws of the British
Virgin Islands, in exchange for a controlling interest in the
Registrant.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
(a) On October 15, 2004, Evergreen Asset Group Limited, an
International Business Company organized to do business under the laws
of the British Virgin Islands ("Evergreen"), completed the closing of a
reverse acquisition of the Registrant pursuant to which the Registrant
acquired all of the outstanding shares of Evergreen capital stock in
exchange for a controlling interest in the Registrant (the
"Reorganization"). Pursuant to the Securities Purchase Agreement and
Plan of Reorganization dated September 9, 2004, as amended by that
certain Amendment No.1 to Securities Purchase Agreement and Plan of
Reorganization dated October 8, 2004, by and among the Registrant,
Evergreen and the shareholders of Evergreen (the "Purchase Agreement"),
the Registrant issued an aggregate of 83,500,000 shares of its common
stock (representing 83.5% of the Registrant's capital stock
outstanding) in exchange for all of the issued and outstanding shares
of Evergreen capital stock transferred to the Registrant by each
Evergreen shareholder at the closing. As a result, Evergreen became a
wholly-owned subsidiary of the Registrant.
Evergreen was established in May 2004 as an investment holding
company for waste water treatment businesses in the People's Republic
of China ("PRC"). Evergreen, through its four majority-owned
subsidiaries, Guangdong Xinxinmei Environmental Protection Co.,
Limited, Beijing Haotai Shiyuan Water Purification Co. Limited,
Shangdong Haiyang Shenshi Environmental Protection Co. Limited and
Xianyang Beicheng Water Purification Co. Limited, provides waste water
turn-key engineering, equipment and chemical trading. In addition,
Evergreen has invested in, manages and operates five water treatment
facilities through a "BOT arrangement" (Build, Operate and Transfer)
with the PRC government.
ITEM 3.02 UNREGISTERED SALES OF SECURITIES
(a) In connection with the Reorganization described above, on
October 15, 2004, the Registrant issued 83,500,000 shares of its common
stock to the shareholders of Evergreen in exchange for all of the
issued and outstanding shares of Evergreen capital stock held by such
shareholders. These issuances were made pursuant to the exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
(a) In connection with the Reorganization described above,
Chong Liang Pu transferred all of his shares of Evergreen capital stock
in exchange for 67,635,000 shares of common stock of the Registrant,
which represented approximately 67.64% of the issued and outstanding
shares of capital stock of the Registrant immediately following the
Reorganization.
(b) Not applicable.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a) Not applicable.
(b) - (c) In connection with the Reorganization described
above, Donald Bell resigned as chief executive officer, president and
sole director of the Registrant and the following individuals were
appointed to serve as executive officers of the Registrant, effective
as of October 15, 2004:
NAME OF OFFICER POSITION
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Chong Liang Pu Chief Executive Officer and President
Ren Cai Ding Chief Financial Officer
Jia He Li Chief Operating Officer
CHONG LIANG PU. Prior to joining the Registrant as its Chief Executive
Officer and President, Mr. Pu founded Evergreen and has acted as its
chairman and president since April 2004. From May 1999 until April
2004, Mr. Pu was the chief executive officer and general manager of
Guangdong Xinxinmei Environmental Protection Company, a majority-owned
subsidiary of Evergreen.
REN CAI DING. Since December 2003 until joining the Registrant as its
chief financial officer on October 15, 2004, Mr. Ding was the chief
financial officer and financial manager of Guangdong Xinxinmei
Environmental Protection Company, a majority-owned subsidiary of
Evergreen. From January 2000 until December 2003, Mr. Ding was a
financial manager of Guangzhou Yitao Group Co., Ltd., a real estate
development company in the PRC. In 1999, Mr. Ding was the chief
financial officer and head of the auditing department of Shenzhen Wei
Ang Appliance Development Co., Ltd., a household appliance manufacturer
in the PRC.
JIA HE LI. Immediately prior to joining the Registrant, Mr. Li was the
assistant to the general manager of Evergreen and the deputy general
manager of Guangdong Xinxinmei Environmental Protection Company, a
majority-owned subsidiary of Evergreen. From March of 2003 until April
of 2004, Mr. Li was the deputy general manager of Baijitan Hot Spring
Co., Ltd., a hotel resort and spa operator in the PRC. From 1999 until
March of 2003, Mr. Li was a freelance project promoter, developer and
designer for various development projects in the PRC.
The Registrant has not yet entered into employment agreements with any
of its executive officers.
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(d) In connection with the Reorganization described above,
Chong Liang Pu, Lin Hong Ye and Shi Rong Jiang were named directors of
the Registrant. The new members of the board of directors of the
Registrant have not yet been named to any board committees.
ITEM 8.01 OTHER EVENTS.
Within approximately the next 30 days, the Registrant expects to change
its name to China Evergreen Environmental Corporation.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a)-(b) Financial Statements and Pro Forma Financial Information.
The Registrant intends to file the required financial
statements and pro forma financial information by way of an amendment to this
Form 8-K on or before December 31, 2004.
(c) Exhibits.
2.1 Securities Purchase Agreement and Plan of
Reorganization dated September 9, 2004 by and among
the Registrant, Evergreen, and the shareholders of
Evergreen.
2.2 Amendment No. 1 to Securities Purchase Agreement and
Plan of Reorganization dated October 8, 2004, by and
among the Registrant, Evergreen and the shareholders
of Evergreen.
99.1 Press Release dated October 20, 2004
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SIGNATURE
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.
DISCOVERY INVESTMENTS, INC.
By: /s/ Chong Liang Pu
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Chong Liang Pu, Chief Executive Officer
Dated: October 21, 2004
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