UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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)
November 14, 2007
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JADE ART GROUP INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-137134 71-1021813
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
#35, Baita Zhong Road,
Yujiang County, Jiangxi Province, P.R. of China 335200
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(Address of Principal Executive Offices, including Zip Code)
011-86-701-5881082
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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 (17
CFR 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(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Election of Director
Effective November 14, 2007, Hua-Cai Song (the "New Director") was
appointed to the board of directors of Jade Art Group Inc. f/k/a Vella
Productions Inc. (the "Company") by the existing sole member of the board of
directors.
Resignation of Director
Effective upon the appointment of the New Director, Hui Ping Cheng, as the
sole previous member of the Board of Directors, resigned as director of the
Company's board of directors.
Resignation of Officers
Effective November 15, 2007, Hui Ping Cheng also resigned in her capacity
as the Chief Executive Officer, President and Chief Financial Officer of the
Company.
Appointment of Officers
Effective November 15, 2007, each of the following individuals was
appointed by the board of directors of the Company to serve until his or her
successor is chosen or upon his or her earlier resignation or removal as an
officer of the Company:
Name Age Position
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Hua-Cai Song 44 Chief Executive Officer
Chen-Qing Luo 34 Chief Financial Officer and
Secretary
Business Experience
The newly elected director and newly appointed officers of the Company
have the following business experience:
Hua-Cai Song - Chief Executive Officer and Director
Hua-Cai Song was appointed our Chief Executive Officer on November 15,
2007. He also has served as a member of our board of directors since November
14, 2007. He has over 20 years of experience in international trade and the wood
carving industry, including the production, manufacture and marketing of wood
carving products. Since January 1980, Hua-Cai Song served as deputy manager of
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Guoxi Holding Limited ("GHL") in charge of development, sales and marketing of
those wood carving products manufactured by its operating subsidiary, Jiangxi
XiDa (formerly also known as Jiangxi Xi Cheong Lacquer, Inc.). GHL was acquired
by our Company under that merger transaction consummated on October 2, 2007 (the
"Merger Transaction"), which Merger Transaction was reported by us on our
Current Report on Form 8-K filed with the Securities and Exchange Commission on
October 3, 2007. During his years working with Jiangxi XiDa, Hua-Cai Song
successfully expanded the market and distribution system for Buddha Shrines in
Japan.
Chen-Qing Luo - , Chief Financial Officer and Secretary
Chen-Qing Luo was appointed as our Chief Financial Officer and secretary
as of November 15, 2007. From July 1995 until his appointment to our Company, he
served as Financial Director of GHL, in charge of financial management and funds
management for the company. During his tenure at GHL, Chen-Qing Luo was
responsible for establishing the financial management system and accounting
management system related to cost accounting, financial analyses and treasury
operations. Mr. Luo is an accountant by trade and received his bachelor degree
in Accounting.
Related Transactions and Relationships
Neither the New Director nor any of the newly appointed officers of the
Company hold any directorships with any other reporting companies in the United
States. There are no family relationships among the New Director or any of the
newly appointed officers.
Except for the Merger Transaction previously disclosed by the Company in
its Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 3, 2007, during the last two years there have been no transactions,
or proposed transactions, to which our Company was or is to be a party, in which
the New Director or any of the newly appointed officers (or any member of their
respective immediate families) had or is to have a direct or indirect material
interest. As part of the consideration paid in the Merger Transaction, we issued
shares of our common stock on a pro rata basis to the shareholders of GHL, the
target company acquired by us in the Merger Transaction. Each of the New
Director and newly appointed officers, Hua-Cai Song and Chen-Qing Luo, was a
shareholder of GHL and, accordingly, received shares of the Company's common
stock in the Merger Transaction.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 15, 2007 JADE ART GROUP INC.
By: /s/ Hua-Cai Song
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Name: Hua-Cai Song
Title: Chief Executive Officer