UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 24, 2004
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PUREZZA GROUP, INC.
(Exact name of registrant as specified in charter)
FLORIDA
(State or other Jurisdiction of Incorporation or Organization)
333-85306 65-1129912
(Commission File Number) (IRS Employer Identification No.)
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. The Company's actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
ITEM 8.01 OTHER EVENTS
On September 24, 2004, Purezza Group, Inc. ("Company") entered into a
Letter of Intent to acquire Puda Investment Holding Limited, a company
incorporated under the laws of the British Virgin Islands ("Puda"). Puda is the
holding company of Shanxi Puda Resources ("Shanxi"), a company formed in June
1995 and currently headquartered in Taiyuan City, Shanxi province, China.
Under the transactions contemplated under the Letter of Intent, the
Company will acquire all of the issued and outstanding shares of Puda's capital
stock from Puda's existing stockholders ("Puda Stockholders"). In the exchange,
the Company will issue shares of its common stock to the Puda Stockholders in
such amount so that, immediately after giving effect to the acquisition, the
Puda Stockholders will own in the aggregate 90% of the Company's issued and
outstanding shares of common stock. At the close of the transaction, it is
contemplated that a new board of directors will be designated by the Puda
Stockholders and that such Board will include one member to be designated by
Keating Reverse Merger Fund, LLC, the current principal shareholder of the
Company.
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The Company's completion of the acquisition is subject to the negotiation
and execution of a definitive acquisition agreement and the delivery of
financial statements of Puda and its subsidiaries prepared in accordance with
generally accepted accounting principles in the United States of America.
Subject to the satisfaction of the above conditions and other customary
conditions, the acquisition is presently expected to close in December 2004.
However, there can be no assurances that the acquisition will be completed.
The Company is currently a public "shell" company with nominal assets
whose sole business has been to identify, evaluate and investigate various
companies with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which the Company would
acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
Shanxi was formed in June, 1995 in Taiyuan City, Shanxi province, China by
Ming Zhao. Shanxi focuses on high value added coal processing products - coal
coke and coal washing products. Shanxi processes crude coal by using its
water-supported technology, and produces coal coke product. Currently, Shanxi is
the top coal washing product producer and supplier in Shanxi province, and the
third largest producer in China after Shengmei Group and China Coal Group, which
belong to Chinese government.
Shanxi's current major customers are: Taiyuan Iron & Steel (Group) Co.,
Ltd., which is an iron and steel complex producing steel plate and stainless
steel; Baotou Iron and Steel (Group) Company, Limited, which is a production
base of iron and steel; and Beijing Coal Coke Chemical Corporation, which is a
coal gas supplier in Beijing.
Shanxi province has the biggest coal reserves in China, and commands more
than 50% of coal production in China.
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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 hereunto duly authorized.
PUREZZA GROUP, INC.
(REGISTRANT)
Date: September 27, 2004 By: /s/ Kevin R. Keating
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Kevin R. Keating, President and Secretary