UNITED STATES
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): July 14, 2006
EARTH PRODUCTS & TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 033-03385-LA 87-0430816
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(State of Incorporation) (Commission File No.) (IRS Employer ID Number)
2157 South Lincoln Street, Salt Lake City, Utah 84106
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(Address of principal executive offices)
(801) 323-2395
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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 (17CFR 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 ))
Item 1.01 Entry into a Material Definitive Agreement.
On July 14, 2006, Earth Products & Technologies, Inc. ("EPAT" or the
"Company") entered into a Stock Exchange Agreement (the "Agreement") among
EPAT, American Federal Mining Group, Inc., an Illinois company (hereinafter
"American"), and the shareholders of American (the "American Shareholders").
At closing, it is intended that the Company will exchange 20,000,000 shares,
approximately 93.9% of its issued and outstanding diluted shares of common
stock, for 100% of American's common stock. This transaction will be accounted
for as a reverse merger (recapitalization) with American deemed the accounting
acquirer and the Company the legal acquirer. Subject to the satisfaction of
certain conditions, described below, it is expected that the transaction will
be completed on or before July 31, 2006.
Upon the closing of the transaction, American will be a wholly-owned
subsidiary of EPAT, and EPAT, which previously had no material operations,
will be a holding company for the business of American and its subsidiaries.
American is a holding company, incorporated in Illinois, whose principal
business strategy is the acquisition, exploration, extraction and development
of mining properties. American owns all of the issued and outstanding shares
of registered capital of Wu La Te Hou Qi Qian Zhen Mining Co., Ltd. (the
"Subsidiary" or "Qian Zhen"), a limited liability company organized in the
People's Republic of China ("PRC" or "China"), plus 33% of Inner Mongolia
Xiangzhen Mining Industry Group Co., Ltd., a limited liability company
organized in the PRC. Qian Zhen owns 99% of the issued and outstanding shares
of registered capital of two subsidiaries, Inner Mongolia Xiang Zhen Mining
Industry Group Co., Ltd., and Xinjiang Tianzhen Mining Co., Ltd.
As a result of the closing of the Agreement, there will be a change in
voting control of EPAT. The former shareholders of American will hold a total
of 20,000,000 shares of common stock, or approximately 94% of the outstanding
common stock of EPAT, the original EPAT shareholders will hold a total of
1,296,700 shares of common stock, or approximately 6% of the outstanding
common stock. Upon closing, current officers and directors of EPAT will
resign and be replaced by officers and directors of American.
The consummation of the transaction with American is subject to a number
of conditions, including approval by the board of directors of EPAT and
American, completion of satisfactory due diligence, receipt by EPAT of
financial statements of American as required under applicable regulations, and
satisfaction of all applicable regulatory requirements. If the transaction is
consummated, and as a result of the exchange of the American Stock in exchange
for the EPAT Stock, American will become a wholly-owned subsidiary of EPAT.
There is no assurance the transaction will be completed.
The Agreement may be terminated by either EPAT or American under certain
conditions outlined in the Agreement. Additionally, EPAT may terminate the
Agreement if: (a) American fails to deliver consolidated financial statements
by the closing date; (b) the closing does not occur on or before July 31,
2006, unless extended by the parties; or (c) American fails to deliver the
American common stock for the exchange.
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The description of the Agreement set forth herein does not purport to be
complete and is qualified in it entirety by the provision of the Agreement,
which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
A more detailed Current Report on Form 8-K, including financial statements of
American and a detailed description of its business, will be filed if the
transaction is completed.
EPAT is a public company whose securities are quoted on the
over-the-counter Bulletin Board under the symbol "EPTI."
Business of American Federal Mining Group, Inc.
If the Agreement is consummated, the business of the Company will be
conducted through its then subsidiary, American, which will, in turn, conduct
its business through Qian Zhen and its subsidiaries. According to
documentation provided by American, the principal business of American is the
exploration, development, mining, and processing of fluorite, zinc, lead,
copper, and other non-ferrous metals in the PRC. American has two main areas
of interest in China: (a) fluorite and zinc exploration in the
Sumochaganaobao region of Inner Mongolia Province; and (b) copper/gold
exploration in the Yangye Huayuan region of Xinjiang Uygur Autonomous Region.
American's head office and records office, is located in Wulanhua Town,
Siziwang Qi, Wulanchabu City, Inner Mongolia, PRC.
American's primary operation in the Inner Mongolia consists of one
primary zinc smelter, which obtains concentrates principally from American's
operating mill. It has had revenue from mining and development.
Forward-Looking Statements
Statements regarding completion, timing or effect of the EPAT transaction
as well as any other statements that are not historical facts in this Form 8-K
are forward-looking statements under applicable securities laws and involve
certain risks, uncertainties and assumptions. These include, but are not
limited to, the risk that the parties will not move from the Agreement to
consummation of the transaction, receipt of regulatory approvals, and
satisfaction of closing conditions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. There can be no
assurance that the parties will consummate the transactions contemplated
herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following documents related to the Stock Exchange Agreement between
EPAT, American and the American Shareholders are being filed as an exhibit to
this Form 8-K:
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Exhibit No. Title of Document
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2.1 Stock Exchange Agreement dated July 14, 2006
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
REGISTRANT:
Earth Products & Technologies, Inc.
/s/ John W. Peters
Date: July 20, 2006 By_________________________________
John W. Peters, President
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