9107
Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 461-3559
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 Instructions 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
1.02 Termination
of a Material Definitive Agreement.
On August
26, 2009, Yasheng Eco-Trade Corporation (the “Company”) entered into a Stock
Exchange Agreement (the “Exchange Agreement”) with Yasheng Group (BVI), a
British Virgin Island corporation (“Yasheng-BVI”), pursuant to which Yasheng-BVI
agreed to sell the Company 75,000,000 shares (the “Group Shares”) of common
stock of Yasheng Group, a California corporation (“Group”) in consideration of
396,668,000 shares (the “Company Shares”) of common stock of the Company (the
“Exchange”).
Under the
Exchange Agreement, the Exchange Agreement may be terminated by written consent
of both parties, by either party if the other party has breached the Exchange
Agreement or if the closing conditions are not satisfied or by either party if
the exchange is not closed by September 30, 2009 (the “Closing
Date”). As previously disclosed, the Exchange was not closed by the
Closing Date but both parties were actively moving towards closing.
As part
of the closing procedure, the Company requested that Yasheng-BVI provide a
current legal opinion from a reputable Chinese law firm attesting to the fact
that no further regulatory approval from the Chinese government is required as
well as other closing conditions to close the
Exchange. On November 3, 2009, the Company sent Group and
Yasheng-BVI a letter demanding various closing items. Group and
Yasheng-BVI did not deliver the requested items and, on November 9, 2009, after
verbally consulting management of the Company with respect to the
hardship and delays expected consolidating both companies audits, Group and
Yasheng-BVI sent a termination notice to the Company advising that
the Exchange Agreement has been terminated.
The
Company is presently evaluating its options in moving forward with respect to
Group based on various letters of intent and agreements with Group
regarding various matters and is presently determining whether it should cease
all activities with Group.
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.
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YASHENG
ECO-TRADE CORPORATION |
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By:
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/s/ Yossi
Attia |
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Name:
Yossi Attia |
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Title:
Chief Executive Officer |
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Date:
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November
10, 2009
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Beverly
Hills, California |