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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): APRIL 15, 2004
CHINA EVERGREEN ENVIRONMENTAL CORP.
(Exact name of registrant as specified in its charter)
NEVADA 000-26175 88-0409151
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification 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)
NOT APPLICABLE
(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)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See Item 3.02 below.
ITEM 3.02 UNREGISTERED SALES OF SECURITIES
The Registrant conducted the private placement sale of 20
units, at $25,000 per unit, for the gross proceeds of
$500,000. Each unit consisted of (a) one 12% convertible
debenture in the original principal amount of $25,000,
convertible into shares of the Registrant's common stock at
the rate of the lesser of (i) $0.20 per share or (ii) a 10%
discount to the price per share of common stock (or conversion
price per share of common stock) of the next private placement
conducted by the Registrant prior to any conversion of the
debenture, and (b) 125,000 detachable warrants to purchase one
share each of the Registrant's common stock at an exercise
price of $0.20 per share, expiring ten years from their date
of issuance. The debentures are due and payable August 1,
2005. The Registrant granted the investors limited
registration rights for the common shares underlying their
debentures and warrants.
The units were sold to 15 investors, all of who were
"accredited" investors as defined in Rule 501 of the
Securities Act of 1933 (the "Act"). The units were offered and
sold pursuant to Section 4(2) of the Act and Rule 506
thereunder.
Westminster Securities Corporation acted as placement agent on
the Registrant's behalf. Westminster received sales
commissions equal to 10% of the gross proceeds, a
non-accountable expense allowance of 3% of the gross proceeds
and reimbursement of all out of pocket expenses. The
Registrant also sold Westminster, for nominal consideration, a
warrant to purchase 12% of the common shares underlying the
convertible debentures and warrants made part of the units
sold in the offering, at an exercise price equal to $0.20 per
share.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
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4.1 [Form of] 12% Convertible Debenture.
4.2 [Form of] Warrant to Purchase Shares of Common Stock
10.1 [Form of] Subscription Agreement
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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.
CHINA EVERGREEN ENVIRONMENTAL CORP.
By: /S/ CHONG LIANG PU
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Chong Liang Pu, Chief Executive Officer
Dated: May 9, 2005
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