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): August 19, 2009
YASHENG
ECO-TRADE CORPORATION
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
001-12000
|
13-3696015
|
|
(State
of Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
|
|
|
|
|
|
|
(Address
of principal executive offices) (zip code)
(310)
461-3559
(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
8.01
Other Events
On August
5, 2009, Yasheng Eco-Trade Corporation (the ”Company”) together with Yasheng
Group, a California corporation (“Yasheng” and together with the Company, the
“Yasheng Parties”) entered a Memorandum of Understanding (“MOU”)with Pfau, Pfau
& Pfau LLC (“Pfau”) a Florida limited liability company for the purpose of
creating a joint venture for the development and operation of three properties
owned by Pfau. The Company received Pfau’s countersigned MOU on
August 16, 2009. Pfau owns three properties including (i)
approximately 28,000 acres in Southeastern San Benito County, California which
includes approximately 12,000 acres designated and planned by Pfau for olive
trees, an olive oil milling and bottling plant and potential oil wells (nine
wells exiting on the property, where only one well is producing), (ii)
approximately 45 acres in Kona, Hawaii which is planned to be developed by Pfau
into a coffee plantation and (iii) approximately 502 acres in San Marcos,
California planned to be developed by Pfau into about 750 residences and an
off-site 1.5 million square feet of commercial/mixed use land.
The
intentions of the parties to this proposed joint venture are (i) to re-finance
the existing liens to provide that the new loans in the approximate amount of
$50 million (the “New Loan”), which debt can be serviced through the proceeds
generated from the properties, and (ii) to obtain financing (a development line
of credit in the additional amount of $85 million) (the “Line of Credit”) for
further implementation of the Pfau properties’ agricultural, crude oil and
residential development.
Pfau
members shall deposit into an escrow account 50% ownership of Pfau, which will
be released to the Yasheng Parties upon the funding and the release of any
existing liens on Pfau and its properties. In return for the 50%
ownership of Pfau, Yasheng Parties will guaranty the New Loan and the
Line of Credit, if needed, , subject to acceptance by the Yasheng Parties of the
terms and conditions of the funding. Pfau will allow Yasheng
Parties to use its collateral to obtain the New Loan and the Line of
Credit.
As Pfau
is has filed for Chapter 11 protection with the U.S. Bankruptcy Court for the
Southern District of California (case # is 08-12840-PB11), it is intended that
the signing of the MOU or the Yasheng Parties ownership of 50% of Pfau, will in
no way subject the Yasheng Parties or any of their officers or directors to
liability to the existing creditors of Pfau or to any third party. As such any
funding obtained by Yasheng Parties, if at all, and the execution of definitive
joint venture documents, will be subject to Court approval
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Yasheng
Eco-Trade Corporation
|
|
| |
|
|
|
|
|
By:
|
/s/ Yossi
Attia |
|
| |
|
Name: Yossi
Attia
|
|
| |
|
Title: Chief
Executive Officer
|
|
| |
|
|
|