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)
February 25, 2008
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JADE ART GROUP INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-137134 71-1021813
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 1.01 Entry into a Material Definitive Agreement
Item 8.01 Other Events
On February 25, 2008, Jade Art Group Inc., a Nevada corporation ("we" or
the "Company"), announced its entry into two sale agreements totaling US$9.7
million for the distribution of raw jade.
The first agreement, dated as of February 22, 2008, between our
wholly-owned Chinese subsidiary, Jiangxi SheTai Jade Industrial Co., Ltd.
("JST"), and YangZhou GuoCui Jade ("YZGC") commits YZGC to purchase a total of
1,000 tons of raw jade of various qualities from our subsidiary for US$3.3
million over the next six months. The second agreement, also dated as of
February 22, 2008, is between JST and ShenZhen HongDa Craftwork Ltd. ("SZHD")
and commits SZHD to purchase a total of 2,000 tons of raw jade of various
qualities from our subsidiary for US$6.4 million over the next six months. YZGC
and SZHD are responsible for the shipping of the raw jade material, as well as
any associated costs. JST will receive 30% of the contracted value of each
shipment before delivery, with the balance paid upon final inspection and
approval by YZGC and SZHD, as the case may be.
Our subsidiary's ability to perform under these sale agreements depends
upon the availability and timeliness of the raw jade material supplied to it
from the SheTai Jade mine, located in Wulateqianqi, China, under its 50-year
exclusive distribution rights agreement previously disclosed in our Current
Report on Form 8-K filed with the Commission on January 22, 2008. Because the
mine is operated by a third party outside its control, JST is subject to (and
may be adversely affected by) the risks of delay, stoppage or other production
difficulties associated with such a third-party supplier relationship. Under
both agreements, failure by JST to deliver raw jade purchased by either YZGC or
SZHD, as the case may be, results in JST paying a penalty equal to 0.3% of the
dollar value of the quantity of raw jade not delivered, based upon the contract
price, up to a maximum penalty payable of 30% of total consideration under the
contract for such order.
A copy of the forms of sale agreements are filed as Exhibits 10.1 and 10.2
and incorporated herein by reference, and the summary of these sale agreements
in this Form 8-K is qualified in its entirety by reference thereto. The press
release, dated February 25, 2008, announcing our entry into these sales
agreements is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Name of Document
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Exhibit 99.1 Form of press release, dated February 25, 2008,
announcing sales agreements totaling US$9.7 million.
Exhibit 10.1 Form of sales agreement (Contract No. 2008 ST 0001),
dated as of February 22, 2008.
Exhibit 10.2 Form of sales agreement (Contract No. 2008 ST 0002),
dated as of February 22, 2008.
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.
Date: February 25, 2008 JADE ART GROUP INC.
By: /s/ Hua-Cai Song
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Hua-Cai Song, Chief Executive Officer
Exhibit Index
Exhibit Name of Document
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Exhibit 99.1 Form of press release, dated February 25, 2008,
announcing sales agreements totaling US$9.7 million.
Exhibit 10.1 Form of sales agreement (Contract No. 2008 ST 0001),
dated as of February 22, 2008.
Exhibit 10.2 Form of sales agreement (Contract No. 2008 ST 0002),
dated as of February 22, 2008.