Current Report Filing (8-k)
August 28 2013 - 5:13AM
Edgar (US Regulatory)
UNITED STATES
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
22, 2013
FUHUIYUAN INTERNATIONAL HOLDINGS
LIMITED
(Exact name of registrant as specified in its
charter)
Nevada |
333-176350 |
N/A |
(State or other jurisdiction of |
(Commission File |
(IRS Employer Identification No.) |
incorporation) |
Number) |
|
Suite 204, 15615 102 Avenue, Edmonton, Alberta
Canada |
T5P 4X7 |
(Address of principal executive offices) |
(Zip Code) |
Registrants telephone number, including area code
780.756.1668
N/A
(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
On August 22, 2013 we entered into a Share Exchange Agreement
dated August 15, 2013 with Fuhuiyuan International Group (Holdings) Limited
(Fuhuiyuan BVI), a British Virgin Island corporation and the sole shareholder of
Fuhuiyuan BVI, pursuant to which we agreed to purchase 100% of the issued and
outstanding securities of Fuhuiyuan BVI in consideration of the issuance of
7,500,000 shares of our common stock (being 33.33% of our issued and outstanding
voting securities). Closing of the transaction is subject to a number of
conditions precedent, including but not limited to satisfactory completion of
due diligence by the parties, and the appointment of two nominees of Fuhuiyuan
to our board of directors. Fuhuiyuan BVI is a newly formed trading company which
holds certain sales agency rights to act as international sales agent for
Qingdao Fuhuiyuan Investment Co. Ltd., a China based purveyor of cosmetics,
footwear, clothing and fashion accessories.
The foregoing description is a summary only and qualified by
and subject to the actual terms and conditions of the share exchange Agreement
dated August 15, 2013, attached hereto as Exhibit 10.1 and incorporated by
reference into this report.
2
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.
FUHUIYUAN INTERNATIONAL HOLDINGS LIMITED
/s/Stolfin
Wong
Stolfin Wong
President and Director
Date: August 28, 2013
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