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)
March 3, 2008
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JADE ART GROUP INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-137134 71-1021813
(State or Other (Commission File Number) (IRS Employer
Jurisdiction 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 1.01 Entry into a Material Definitive Agreement
Item 8.01 Other Events
On March 3, 2008, Jade Art Group Inc., a Nevada corporation ("we" or the
"Company"), announced its entry into a sales agreement for the distribution of
raw jade, totaling US $14.4 million over the next year.
The agreement, dated as of February 29, 2008, between our wholly-owned
Chinese subsidiary, Jiangxi SheTai Jade Industrial Co., Ltd. ("JST"), and
QiYuSheng ShiBao Jade Company Ltd. ("QYSB") commits QYSB to purchase a total of
4,500 tons of raw jade of various qualities from our subsidiary for US$14.4
million over the next year. QYSB is responsible for the shipping of the raw jade
material, as well as any associated costs. Our subsidiary will receive 30% of
the contracted value of each shipment before delivery, with the balance paid
upon final inspection and approval by the customer.
Realization of the full amount anticipated by the agreement is subject to
risks that QYSB could delay orders or refuse to accept shipments in accordance
with the agreement, as well as JST's ability to perform by reason of any delay,
stoppage or other production difficulties associated with its third-party
supplier relationship under its distribution rights agreement previously
disclosed in our current report on Form 8-K filed on January 22, 2008. Under the
agreement, failure by JST to deliver raw jade purchased by QYSB may result 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 purchase.
A copy of the form of sales agreement is filed as Exhibit 10.1 and
incorporated herein by reference, and the above summary of this sales agreement
is qualified in its entirety by reference thereto. The press release, dated
March 3, 2008, announcing our entry into this sales agreement 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 10.1 Form of sales agreement (Contract No. 2008 ST 0005), dated as
of February 29, 2008.
Exhibit 99.1 Form of press release, dated March 3, 2008, announcing sales
agreement totaling US$14.4 million.
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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.
Date: March 3, 2008 JADE ART GROUP INC.
By: /s/ Hua-Cai Song
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Hua-Cai Song, Chief Executive Officer
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Exhibit Index
Exhibit Name of Document
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Exhibit 10.1 Form of sales agreement (Contract No. 2008 ST 0005), dated as
of February 29, 2008.
Exhibit 99.1 Form of press release, dated March 3, 2008, announcing sales
agreement totaling US$14.4 million.
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