SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 15, 2009
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China Crescent Enterprises, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-14306 84-0928627
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(State of Incorporation or (Commission File Number) (I.R.S. Employer
Organization) Identification No.)
14860 Montfort Drive, Suite 210
Dallas, Texas 75254
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 722-3040
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Copies to:
Law Offices of Michael Littman, Esq.
7609 Ralston Road
Arvada, CO 80002
Phone: (303) 422-8127
Fax: (303) 431-1567
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 (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17
CFR 240.14z-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(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement
On January 20, 2009, Clipper Technology, Inc., ("ClpTec") a
wholly-owned foreign subsidiary of China Crescent Enterprises, Inc. (the
"Registrant") headquartered in Shanghai, China, entered into a Purchase
Agreement with The Huali Group, Ltd., ("Huali") headquartered in Ningbo, China,
under which ClpTec agreed to purchase an additional 25% of the stock of Clipper
Hauli Ltd. from Huali in exchange for the issuance by the Registrant of 750
shares of Series B Convertible Preferred Stock, $.001 par value and $1,000 issue
amount per share, with an agreed value equal to $750,000. This transaction
closed on March 15, 2009 at which time ClpTec now owns 75% of Clipper Huali Ltd.
Item 3.02 Unregistered Sales of Equity Securities
Series B Preferred Shares
Pursuant to the above-referenced Purchase Agreement, on March 15, 2009
(the "Issue Date") the Registrant issued 750 shares of Series B Convertible
Preferred Shares, par value $0.001 per share with an aggregate stated value of
$750,000. The terms of the Series B Preferred Stock, including but not limited
to its rights and preferences, are set forth in the Certificate of Designation
of Series B Preferred Stock attached as an exhibit to this Report, and is
incorporated herein by reference. After six months from the Issue Date, the
shares of Series B Preferred Stock may be converted into that number of
authorized but unissued shares of common stock as determined under the
conversion rights specified in the Certificate of Designation of Series B
Preferred Stock.
Item 7.01 Regulation FD Disclosure
Press Release
The information in this Item 7.01 of this Current Report is
furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose,
including for the purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that Section. The information in this Current
Report on Form 8-K shall not be deemed incorporated by reference into any filing
under the Securities Act or the Exchange Act regardless of any general
incorporation language in such filing.
On March 17, 2009, the Company issued a press release announcing the
transaction between ClpTec and Huali. The text of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
EXHIBITS DESCRIPTION
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4.01 Certificate of Designation of Series B Preferred
Stock
10.01 Purchase Agreement by and among Clipper Technology
Ltd., and The Huali Group Ltd.
99.01 Press Release dated March 17, 2009.
SIGNATURE
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 thereunto duly authorized.
Date: August 14, 2008
NEWMARKET CHINA, INC.
By: /s/ Philip J. Rauch
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Philip J. Rauch
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Document
99.1 Press Release dated August 14, 2008