SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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):
January 19,2007 (January 16, 2006)
DRAGON INTERNATIONAL GROUP CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-23485 98-0177646
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
Building 14
Suite A09, International Trading Center
29 Dongdu Road
Ningbo, China 315000
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 86-574-56169308
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 16, 2007, Dragon International Group Corp., a Nevada
corporation (the "Registrant") entered into an agreement ("Agreement") whereby
it agreed to purchase fifty-one (51%) percent of the common stock (the "Common
Stock") of Wellton International Fiber Corp., a corporation organized under the
laws of the British Virgin Islands (the "Company"). The date that the
transactions contemplated by the Agreement are expected to close (the "Closing
Date") is on or before March 31, 2007. In exchange for the fifty-one (51%)
percent of Company's Common Stock, the Registrant agreed to pay a purchase price
(the "Purchase Price") equal to fifty-one (51%) percent of the value of the
Company's audited net tangible assets, as stated on the Company's audited
financial statements for the period ending December 31, 2006. The Company's
audited financial statements have yet to be prepared and the Agreement is
conditional upon the engagement of a SEC approved auditor to prepare such
financial statements. The Purchase Price shall not exceed $1,500,000 in the
aggregate.
Form of Purchase Price
The Purchase Price shall be paid to the Company in the form of unregistered
shares of common stock of the Registrant (the "Consideration Stock"). The number
of shares of Consideration Stock shall be computed by dividing the aggregate
Purchase Price by the closing price of Registrant's common stock on the date
that is ten (10) calendar days prior to the Closing Date.
The information set forth herein with respect to the Agreement is intended to be
a summary only. The entire agreement is attached hereto as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 of this Current Report on Form 8-K, which item is incorporated
herein by reference, for a description of the terms of the common stock to be
issued at the Closing Date to the Company by the Registrant.
Item 7.01. Regulation FD Disclosure.
On January 16, 2007, the Registrant issued a press release announcing the
signing of the Agreement described in Items 1.01 and 3.02 above. The press
release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference. The press release and the information in this Item 7.01 of this Form
8-K shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Stock Purchase Agreement between Dragon International Group Corp.
and Wellton International Fiber Corp. dated as of January 16, 2007.
99.1 Press Release of Dragon International Group Corp. dated
January 16, 2007.
This Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, (i) statements
with respect to the Registrant's plans, objectives, expectations and intentions;
and (ii) other statements identified by words such as "may", "could", "would",
"should", "believes", "expects", "anticipates", "estimates", "intends", "plans"
or similar expressions. These statements are based upon the current beliefs and
expectations of the Registrant's management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Registrant's control).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed by the undersigned,
thereunto duly authorized.
DRAGON INTERNATIONAL GROUP CORP.
(Registrant)
By
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David Wu
Chief Executive Officer and President
Dated: January __, 2007