Attached files
| file | filename |
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| EX-99.1 - Celestial Delights USA Corp. | v170762_ex99-1.htm |
| EX-10.1 - Celestial Delights USA Corp. | v170762_ex10-1.htm |
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
January
7, 2010
Date of
Report (Date of earliest event reported)
CELESTIAL
DELIGHTS USA CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-153472
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27-0999493
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(State
or other jurisdiction of
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(Commission
File
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(IRS
Employer Identification
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incorporation)
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Number)
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No.)
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11811
N. Tatum Blvd., Suite 3031
Phoenix,
AZ 85028
(602)
953-7757
(Address
and telephone number of principal executive offices) (Zip Code)
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
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¨
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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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¨
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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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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 6, 2010, Celestial Delights USA Corp., a Nevada corporation (the
“Company”) entered into a Letter of Intent (the “LOI”) with Han Wind Energy
Corporation, a British Virgin Islands corporation (“HWE”) to promote and develop
wind energy parks in the area of HuiTengLiang, Inner Mongolia, China (the
“Project”).
Pursuant
to the LOI, the Company agreed to perform a regulatory and financial due
diligence investigation on the Project to determine the viability of
re-launching the project and obtaining the requisite permissions from the
relevant authorities. HWE agreed to take all necessary action to
obtain authorization from the Board of Directors of HWE to grant consent to the
Company to act as agent for HWE to conduct the Company’s due diligence of the
Project and to fully evaluate the status of the Project. HWE also
granted the Company the authority to enter into discussions on behalf of HWE
with the relevant authorities and potential investors to advance the completion
of the Project, including obtaining all necessary licenses and permits. Under
the terms of the LOI, the parties agreed to act towards entering into a
definitive agreement on a best efforts basis at such time as and in the event
that, after the Company completes its due diligence, the Company determines that
the Project is viable and that the Company can advance the Project to
completion. The Company also agreed to pay all costs and expenses
incurred in connection with the LOI and the transactions contemplated therein
and as requested in writing to be performed by HWE. The terms
of the LOI are subject to the approval of the shareholders of HWE.
The LOI
further provides that the definitive agreement would contain customary
representations and warranties, covenants and indemnification
provisions.
For more
information, see Letter of Intent attached hereto as Exhibit 10.1 and Press
Release attached hereto as Exhibit 99.1.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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10.1
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Letter
of Intent
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99.1
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Press
Release
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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 hereunto duly
authorized.
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CELESTIAL
DELIGHTS USA CORP.,
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a
Nevada Corporation
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Dated: January
7, 2010
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/s/ John J. Lennon
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John
J. Lennon, President
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