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
February 23, 2015
Date of Report
(Date of Earliest Event Reported)
FUDA GROUP (USA) CORPORATION
(Exact Name of Registrant as Specified in its Charter)
SPRUCE VALLEY ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 55307 47-2031462
(State or other (IRS Employer
jurisdiction (Commission File Number) Identification No.)
of incorporation)
12th Floor
100 Jin Jiang Street
Dandong City, Liaoning Province, China
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
+86 415 3165852
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On February 21, 2015, Fuda Group (USA) Corporation (formerly Spruce
Valley Acquisition Corporation) (the "Registrant" or the "Company") issued
301,500,000 shares of its common stock pursuant to Section 4(2) of the
Securities Act of 1933 at par representing 99.8% of the total outstanding
302,000,000 shares of common stock as follows:
Liaoning Fuda Mining Co., LTD 61,000,000
Dandong Hao Han Mining Co., LTD 58,000,000
Xiaobin Wu 51,500,000
B. Square Pty LTD 48,000,000
JFL International Group Private Limited 35,000,000
Lina Wu 35,000,000
Lihua Sun 13,000,000
With the issuance of the shares and the redemption of 19,500,000
shares of stock (discussed below), the Company effected a change in its
control and the shareholder(s) elected new management of the Company.
The Company may develop its business plan by future acquisitions or
mergers but no agreements have been reached regarding any acquisition or
other business combination. The Company changed its name as part of the
change in control. If the Company makes any acquisitions, mergers or
other business combination, the Company will file a Form 8-K but until
such time the Company remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On February 20, 2015, the following events occurred which resulted
in a change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
September 30, 2013 as amended and supplemented by the information contained
in this report.
The Registrant anticipates that it will develop its business with a
combination with Liaoning Fuda Mining Co., Ltd. a Chinese company located
in Dandong City, Liaoning Province, China. The private company holds the
majority shares in three large open granite mines in the Dandong region,
along the perimeter of Zhen'an Gold Mine and Wu Long Gold Mine. The private
company owns 52.16% in each of the three mines: Heng Xu, Jun Da and Xiang An.
These three mines cover a total area of 670,000 square meters and have a
total reserve of 60 million cubic meters of granite to be quarried.
Presently, the business is able to achieve an output of 200,000 cubic meters
annually. Fuda Mining processes the raw blocks into slabs, pavers, wall
cladding, and carvings which are sold to government agencies, corporations,
wholesalers, civil engineering and renovation companies. Fuda Mining
anticipates future plans to include adding additional processing plants
and expanding into other mining sectors.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On February 20, 2015, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On February 20, 2015, James McKillop resigned as the Registrant's
vice president and director.
On February 20, 2015, Xiaobin Wu was named Chief Executive Officer
and Treasurer of the Registrant.
On February 20, 2015, the following persons were named as directors
of the Registrant:
Xiaobin Wu
Xiaobin Wu serves as the sole officer and director of the Registrant.
Xiaobin Wu is the founder of Liaoning Fuda Mining Co., Ltd with over 22 years
experience as an entrepreneur in China. Prior to starting Liaoning Fuda
Mining Co., Ltd, Mr. Xiaobin was the Managing Director of Dandong Fuda
Investment Co., Ltd as well as Marvel Investment (HK) Private Limited.
Mr. Xiaobin has extensive experience in conducting business in China,
knowledge of international trade and excellent relationships with government
agencies. He holds a Masters Degree in Business Administration from Peking
University. Mr. Xiaobin was interviewed by China's NDRC Management Magazine
on the topic of Organization Management. Mr. Xiaobin is active in several
charity projects.
SIGNATURES
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 hereunder duly authorized.
FUDA GROUP (USA) CORPORATION
Date: February 23, 2015 /s/ Xiaobin Wu, President