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): August 5, 2009
YASHENG
ECO-TRADE CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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001-12000
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13-3696015
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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9107
Wilshire Blvd., Suite 450, Beverly Hills, CA 90210
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 461-3559
With a
copy to:
Stephen
M. Fleming, Esq.
Law
Offices of Stephen M. Fleming PLLC
110 Wall
Street, 11th
Floor
New York,
New York 10005
T:
516.833.5034
F:
516.977.1209
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events.
On
January 20, 2009, Vortex Resources Corp. (the “Company”) entered into a
non-binding Term Sheet (the “Term Sheet”) with Yasheng Group, Inc., a California
corporation (“Yasheng”) in connection with the development of a logistics
centre. Yasheng is an agriculture conglomerate which has subsidiaries
located in the Peoples Republic of China who are engaged in the production and
distribution of agricultural, chemical and biotechnological products to the
United States, Canada, Australia, Pakistan and various European Union countries
as well as in China.
Pursuant
to the Term Sheet, the Company granted Yasheng an irrevocable option to merge
all or part of its assets into the Company (the “Yasheng Option”). If Yasheng
exercises the Yasheng Option, as consideration for the transaction to be
completed between the parties, the Company will issue Yasheng such number of
shares of the Company’s common stock calculated by dividing the value of the
assets which will be included in the transaction with the Company by the volume
weighted average price of the Company’s common stock as quoted on a national
securities exchange or the Over-the-Counter Bulletin Board for the ten days
preceding the closing date of such transaction. The value of the assets
contributed by Yasheng will be based upon the asset value set forth in Yasheng’s
audited financial statements provided to the Company prior to the closing of any
such transaction.
On June
18, 2009, as a result of Yasheng’s efforts, Zhangye Golden Dragon Industrial
Co., Ltd., a company which is not affiliated with Yasheng (“Golden Dragon”),
delivered a notice whereby it has advised that it wishes to exercise the Yasheng
Option by merging into the Company in consideration of shares of preferred stock
with a stated value in the amount of $220,000,000 that may be converted at a
$1.10 per share, a premium to the Company’s current market price, into
200,000,000 shares of common stock of the Company. The shareholders
of Golden Dragon (the “Shareholders”) are all foreign citizens. As a
result, the issuance, if consummated will be in accordance with Regulation S as
adopted under the Securities Act of 1933, as amended. Further, the
Shareholders are entitled to assign such shares as each deems
appropriate. In addition, the Company is required to raise
$20,000,000 to be used by Golden Dragon for working capital
purposes.
Golden
Dragon is a Chinese corporation with primary operation in Gansau province of
China. The Company designs, develops, manufactures and markets
farming and sideline products including fruits, barley, hops and agricultural
materials.
The
closing of the acquisition will require the completion of definitive
documentation and completion of due diligence. Final closing is
subject to approval of the final definitive agreements by the Boards of
Directors of Golden Dragon and the Company as well as the raising of $20,000,000
by the Company. There is no guarantee that the parties will reach a
final agreement, that the Company will be able to raise the required funds to
close the transaction or that the transaction will close on the terms set forth
above. Further, as Yasheng introduced Golden Dragon to the Company,
the Company will require that the Board of Directors of Yasheng approve the
transaction as well.
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.
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Yasheng
Eco-Trade Corporation
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By:
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/s/
YOSSI
ATTIA
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Name:
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Yossi
Attia
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Title:
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Chief
Operating Officer
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Date: August
5, 2009
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Beverly
Hills, California
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