Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest event reported): November 23,
2009
YASHENG
ECO-TRADE CORPORATION.
(Exact
name of registrant as specified in charter)
|
Delaware
|
001-12000
|
13-3696015
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
1061 ½ N
Spaulding Ave., Los Angeles, CA 90046
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (323) 822-1750
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
2.03
Creation of a Direct Financial Obligation
Item
3.02 Unregistered
Sales of Equity Securities
Regulation S
Financing
On
November 26, 2009, Yasheng Eco-Trade Corp. (the “Company”) issued 210,087 shares
of Series C Preferred Stock for aggregate consideration of
$4,945. Each six shares of Series C Preferred Stock is convertible
into one share of common stock; provided, however, in the event that the shares
of Series C Preferred Stock have been outstanding for a period of one year, then
it shall be automatically converted into shares of common stock in accordance
with the aforementioned conversion formula. The Company issued the
securities to one non-U.S. persons (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933.
Short Term Convertible
Loan
On
November 23, 2009, the Company issued a 12% convertible note in an aggregate
principal amount of $100,000 (the “November 2009 Note”) to one accredited party,
as consideration for short term loan. The November 2009
Note bears interest at the rate of 12% per annum and mature
on March 31, 2010. The November 2009 Note (or any part of it) is
convertible at the election of the holder into shares of common stock based on
conversion price equal to 95% of the volume-weighted average price for the five
trading days immediately preceding the conversion notice.
|
Item
9.01
|
Exhibits |
| |
|
|
3.1
|
Certificate
of Designation – Series C |
|
10.1
|
Convertible
Note issued November 23, 2009
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
| |
YASHENG
ECO-TRADE CORPORATION |
|
| |
|
|
|
|
|
By:
|
/s/ Yossi
Attia |
|
| |
|
Name: Yossi
Attia |
|
| |
|
Title: Chief
Operating Officer |
|
| |
|
|
|
Date: December
2, 2009
West Hollywood,
California