UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2006
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PARK HILL CAPITAL III CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-30021 84-1492104
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
PO Box 461029, Glendale, CO 80246
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (303) 394-1187
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n/a
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(Former name or former address, if changed since last report.)
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:
[ ] 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
Effective January 26, 2006, Park Hill Capital III Corp. ("Park Hill"),
Deborah A. Salerno, Frank L. Kramer, John P. O'Shea (the "Park Hill
Controlling Shareholders"), Polara Global Limited, a British Virgin Islands
international business company ("Polara"), each of the Polara Global Limited
Shareholders, and WuJiang DeYi Fashions Clothes Company Limited, a People's
Republic of China limited liability company ("DeYi") entered into a Share
Exchange Agreement (the "Agreement") pursuant to which Park Hill will acquire
from the Polara Global Limited Shareholders all 50,000 of the Polara Global
Limited shares of $0.001 par value common stock ("Polara Common Stock") that
are issued and outstanding in exchange (the "Share Exchange") for the issuance
by Park Hill of 73,834,000 shares of Park Hill's $0.001 par value common stock
(the "Park Hill Common Stock"). Park Hill announced the entry into the
Agreement on a Current Report on Form 8-K, filed with the Securities and
Exchange Commission on February 1, 2006, which is incorporated here by
reference.
The Agreement was to terminate under its terms on April 15, 2006 if the
closing had not occurred by that date. Effective April 15, 2006, Park Hill,
the Park Hill Controlling Shareholders, Polara, each of the Polara Global
Limited Shareholders and DeYi entered into an Amendment to the Share Exchange
Agreement (the "Amendment") which, among other things, provided an extension
of the termination date from April 15, 2006 to June 30, 2006 and that Park
Hill III change its name to New Fiber Technology, Inc. or such other
available name as specified in writing by Polara. Park Hill announced the
entry into the Amendment on a Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 19, 2006.
Park Hill, the Park Hill Controlling Shareholders, Polara, each of the
Polara Global Limited Shareholders and DeYi entered into a Second Amendment
to the Share Exchange Agreement, executed on June 30, 2006 and effective as
of June 28, 2006 (the "Second Amendment") which, among other things, provided
an extension of the termination date from June 30, 2006 to July 31, 2006.
Under the terms of the Agreement, the current officers and directors of
Park Hill shall resign on the closing date and be replaced by officers and
directors to be named by Polara prior to the closing. The closing of this
transaction is contingent upon the satisfaction of several other conditions
in the Agreement, the Amendment and the Second Amendment. Therefore, Park Hill
cannot predict with any certainty whether the transaction memorialized in the
Agreement,the Amendment or the Second Amendment will close.
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SIGNATURES
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 hereunto duly authorized.
PARK HILL CAPITAL III CORP.
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(Registrant)
Date July 7, 2006
/s/ Deborah A. Salerno
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President
/s/ Frank L. Kramer
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Secretary/Treasurer