Unassociated Document
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): August 19, 2009
YASHENG
ECO-TRADE CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12000
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13-3696015
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(State
of Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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(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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
approximately $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 is
has filed for Chapter 11 protection with the U.S. Bankruptcy Court for the
Southern District of California (case # is 08-12840-PB11). On October
22, 2009, Pfau reached an agreement with its secured creditors for extension of
the first mortgage amounting to approximately $22.8M until May 2010, which may
be extended further until September 2010. The second and third secured creditors
represent about $28M in debt have consented to the extension. Pfau is
in active negotiations with the holders of the second and third position in
order to re-structure this debt as well. There is no guaranty that Pfau will be
successful in re-structuring this debt. The agreement providing for the
extension of the first position holder was approved by the
Court.
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 as well as
the approval of the Board of Directors of the Company.
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.
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Yasheng Eco-Trade
Corporation |
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Dated:
October 28, 2009
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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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