Attached files
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): December 4, 2009
DÉCOR PRODUCTS
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Florida
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000-53272
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20-8565429
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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No. 6
Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong
Province, China
(Registrant’s
Address)
Registrant’s telephone number,
including area code: 0769-85533948
Copies
to:
Greentree
Financial Group, Inc.
7951 SW
6th Street, Suite 216
Plantation,
FL 33324
(954)
424-2345 Tel
(954)
424-2230 Fax
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:
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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 DFR
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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DÉCOR
PRODUCTS INTERNATIONAL, INC.
CURRENT
REPORT ON FORM 8-K
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Item 3.02 Unregistered
Sales of Equity Securities
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Item
9.01 Financial Statements and
Exhibits
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SIGNATURES
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Exhibit
10.1 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Greentree
Financial Group Inc.
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Exhibit
10.2 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Precursor
Management Inc.
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Exhibit
10.3 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Linear
Capital Partners LLC
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Exhibit
10.4 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Maurice
Katz
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Exhibit
10.5 – Warrant with Greentree Financial Group Inc.
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Exhibit
10.6 – Warrant with Precursor Management Inc.
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Exhibit
10.7 – Warrant with Linear Capital Partners LLC
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Exhibit
10.8 – Warrant with Maurice Katz
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant
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Décor
Products International, Inc. (the “Company” or the “Registrant”) and its
subsidiary, Dongguan CHDITN Printing Co., Ltd (“CHDITN”) have engaged in certain
financing activities and restructuring of outstanding debt that have resulted in
the creation of a direct financial obligation of the Registrant and/or an
obligation of the Company under an off-balance sheet arrangement. These
transactions were entered into because CHDITN lacked adequate capital resources
to pay for certain transaction fees and professional fees associated with
becoming a “public company” in the United States. The direct financial
obligations and/or off-balance sheet arrangements are as follows:
On
December 4, 2009, CHDITN signed a Promissory Note with Greentree Financial Group
Inc.(“Greentree”), stating that CHDITN promised to pay to the order of Greentree
the sum of One Hundred Forty Thousand Dollars ($140,000), plus interest of
$11,200 or approximately 8% interest per annum, paid quarterly, with a maturity
date of December 4, 2010. In addition, Greentree shall have a right to convert
the principal amount, partially or in full, into number of shares of Common Sock
of the Registrant at a price per share of One dollar ($1.00). The Promissory
Note is attached as Exhibit 10.1.
On
December 4, 2009, CHDITN signed a Promissory Note with Precursor Management
Inc.(“PMI”), stating that CHDITN promised to pay to the order of PMI the sum of
One Hundred Forty Thousand Dollars ($140,000), plus interest of $11,200 or
approximately 8% interest per annum, paid quarterly, with a maturity date of
December 4, 2010. In addition, PMI shall have a right to convert the principal
amount, partially or in full, into number of shares of Common Sock of the
Registrant at a price per share of One dollar ($1.00). The Promissory Note is
attached as Exhibit 10.2.
On
December 4, 2009, CHDITN signed a Promissory Note with Linear Capital Partners
LLC.(“Linear”), stating that CHDITN promised to pay to the order of Linear the
sum of Forty Thousand Dollars ($40,000), plus interest of $3,200 or
approximately 8% interest per annum, paid quarterly, with a maturity date of
December 4, 2010. In addition, Linear shall have a right to convert the
principal amount, partially or in full, into number of shares of Common Sock of
the Registrant at a price per share of One dollar ($1.00). The Promissory Note
is attached as Exhibit 10.3.
On
December 4, 2009, CHDITN signed a Promissory Note with Maurice Katz (“Mr.
Katz”), stating that CHDITN promised to pay to the order of Mr. Katz the sum of
Eighty Five Thousand Dollars ($85,000), plus interest of $6,800 or approximately
8% interest per annum, paid quarterly, with a maturity date of December 4, 2010.
In addition, Mr. Katz shall have a right to convert the principal amount,
partially or in full, into number of shares of Common Sock of the Registrant at
a price per share of One dollar ($1.00). The Promissory Note is attached as
Exhibit 10.4.
On
December 4, 2009, the Registrant, issued Warrants to Greentree Financial Group
Inc., for consideration in the amount of Ten United States Dollars ($10.00) and
as incentive for Greentree to lend money to CHDITN Printing Co. Ltd., the
Registrant’s wholly owned subsidiary in China. The Warrants entitle Greentree to
purchase from the Company at any time or times on or after December 4, 2009, but
not after 11:59 P.M. Eastern Time on the Expiration Date of December 4,
2014, One Hundred and Forty Thousand (140,000) fully paid and nonassessable
shares of Common Stock of the Registrant at the exercise price per share of One
dollar ($1.00) or as subsequently adjusted as provided in the Warrant issued to
Greentree, attached as Exhibit 10.5.
On
December 4, 2009, the Registrant, issued Warrants to Precursor Management Inc.,
for consideration in the amount of Ten United States Dollars ($10.00) and as
incentive for PMI to lend money to CHDITN Printing Co. Ltd., the Registrant’s
wholly owned subsidiary in China. The Warrants entitle PMI to purchase from the
Company at any time or times on or after December 4, 2009, but not after
11:59 P.M. Eastern Time on the Expiration Date of December 4, 2014, One
Hundred and Forty Thousand (140,000) fully paid and nonassessable shares of
Common Stock of the Registrant at the exercise price per share of One dollar
($1.00) or as subsequently adjusted as provided in the Warrant issued to PMI,
attached as Exhibit 10.6.
On
December 4, 2009, the Registrant, issued Warrants to Linear Capital Partners
LLC., for consideration in the amount of Ten United States Dollars ($10.00) and
as incentive for Linear to lend money to CHDITN Printing Co. Ltd., the
Registrant’s wholly owned subsidiary in China. The Warrants entitle Linear to
purchase from the Company at any time or times on or after December 4, 2009, but
not after 11:59 P.M. Eastern Time on the Expiration Date of December 4,
2014, Forty Thousand (40,000) fully paid and nonassessable shares of Common
Stock of the Registrant at the exercise price per share of One dollar ($1.00) or
as subsequently adjusted as provided in the Warrant issued to Linear, attached
as Exhibit 10.7.
On
December 4, 2009, the Registrant, issued Warrants to Maurice Katz, for
consideration in the amount of Ten United States Dollars ($10.00) and as
incentive for Mr. Katz to lend money to CHDITN Printing Co. Ltd., the
Registrant’s wholly owned subsidiary in China. The Warrants entitle Greentree to
purchase from the Company at any time or times on or after December 4, 2009, but
not after 11:59 P.M. Eastern Time on the Expiration Date of December 4,
2014, Eighty Five Thousand (85,000) fully paid and nonassessable shares of
Common Stock of the Registrant at the exercise price per share of One dollar
($1.00) or as subsequently adjusted as provided in the Warrant issued to Mr.
Katz, attached as Exhibit 10.8.
Item 3.02 Unregistered
Sales of Equity Securities.
On
December 4, 2009, the Company’s Board of Directors issued Four Hundred Five
Thousand (405,000) Warrants to purchase Four Hundred Five Thousand (405,000)
shares of the Company’s Common Stock. The Warrants were issued to
Greentree Financial Group Inc., Precursor Management Inc., Linear Capital
Partners LLC and Maurice Katz as incentive to lend money to CHDITN Printing Co.
Ltd., the Registrants wholly owned subsidiary in China. The Warrants
were issued, pursuant to the Securities Act of 1933, as amended, and applicable
state law. Specifically, we relied on section 4(2) of the Securities Act of
1933. We issued these shares based on the following facts: (1) the
issuance was an isolated private transaction which did not involve a public
offering; (2) there were only four offerees, (3) the offerees have agreed to the
imposition of a restrictive legend on the face of the stock certificate
representing its shares, to the effect that it will not resell the stock unless
its shares are registered or an exemption from registration is available; (4)
the offerees were sophisticated investors very familiar with our company and
stock-based transactions; (5) there were no subsequent or contemporaneous public
offerings of the stock; (6) the stock was not broken down into smaller
denominations; and (7) the negotiations for the sale of the stock took place
directly between the offeree and our management.
Item
9.01 Financial Statements and Exhibits
Exhibit
10.1 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Greentree
Financial Group Inc.
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Exhibit
10.2 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Precursor
Management Inc.
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Exhibit
10.3 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Linear
Capital Partners LLC
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Exhibit
10.4 – Convertible Promissory Note between Dongguan CHDITN Printing Co.,
Ltd and Maurice
Katz
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Exhibit
10.5 – Warrant with Greentree Financial Group Inc.
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Exhibit
10.6 – Warrant with Precursor Management Inc.
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Exhibit
10.7 – Warrant with Linear Capital Partners LLC
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Exhibit
10.8 – Warrant with Maurice Katz
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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 thereunto
duly authorized.
Date:
December 15,
2009 DÉCOR
PRODUCTS INTERNATIONAL, INC.
By: /s/ Liu Rui
Sheng
Liu Rui
Sheng
Chief
Executive Officer, President, Chairman
Exhibit
Index
Exhibit
10.5 – Warrant with Greentree Financial Group
Inc.
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Exhibit
10.6 – Warrant with Precursor Management
Inc.
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Exhibit
10.7 – Warrant with Linear Capital Partners
LLC
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Exhibit
10.8 – Warrant with Maurice
Katz
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