China Nutrifruit Group Ltd - Current report filing (8-K)
30 Settembre 2008 - 8:28PM
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)
September 30, 2008 (September 25, 2008)
CHINA NUTRIFRUIT GROUP
LIMITED
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(Exact Name of Registrant as
Specified in Its Charter)
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Nevada
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(State or Other Jurisdiction of
Incorporation)
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2-93231-NY
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87-0395695
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(Commission File Number)
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(IRS Employer Identification No.)
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No. 2 Wenhua Street
Dongfeng New Village,
Daqing, Heilongjiang 163311, China
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(Address of Principal Executive
Offices)
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(86) 459-4609488
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(Registrant's Telephone
Number, Including Area Code)
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(Former Name or Former Address, if
Changed Since Last Report)
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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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 25, 2008, China
Nutrifruit Group Limited (the
Company
) entered into an amendment (the
Amendment
) to the Securities Purchase Agreement (the
Securities Purchase
Agreement
), dated as of August 14, 2008, among the Company and the investors
identified in the signature pages thereto. The main changes to the Securities
Purchase Agreement are as follows:
The Outside Date
has been extended from the forty-fifth (45th) calendar day following the date
of the Securities Purchase Agreement to the sixtieth (60th) calendar day
following the date of the Securities Purchase Agreement; and
The Company is now
obligated to file a registration statement covering the resale of shares
subscribed by the investors as soon as commercially reasonable, but in any
event within sixty (60) days (if such calendar day is a trading day and if
not, then the first trading day following such sixtieth (60th) calendar day)
of the closing date, instead of forty-five (45) days under the original
Securities Purchase Agreement.
The foregoing description does not purport to be a complete
statement of the parties rights and obligations under the Amendment or a
complete explanation of the material terms thereof. The foregoing description is
qualified in its entirety by reference to the Amendment attached hereto as
Exhibit 10.1.
Item 9.01 Financial Statements And
Exhibits.
(c) Exhibits
2
SIGNATURE
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, in the City of Daqing, China on September 30, 2008.
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CHINA NUTRIFRUIT GROUP LIMITED
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By:
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/s/ Jingling Shi
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Jingling Shi
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Chief Executive Officer
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3
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