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
August 2, 2005
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Date of Report
(Date of Earliest Event Reported)
Puda Coal, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Florida 333-85306 65-1129912
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
426 Kuefu Street, Taiyuan, Shanxi Province
The People's Republic of China
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(Address of principal executive offices)
011-86-351-2281300
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(Registrant's telephone number, including area code)
Purezza Group, Inc.
936A Beachland Boulevard, Suite 13
Vero Beach, FL 32963
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(Former name and former address, if changed since last report)
Item 3.01 Material Modification to Rights of Security Holders
The stockholders and the Board of Directors of Puda Coal Inc. ("Puda")
authorized a one-for-ten (1-for-10) reverse stock split of the outstanding
common stock of Puda by written consents without a meeting. The effective date
of the reverse stock split is expected to occur during September 2005, subject
to the satisfaction of the regulatory notice requirements of Rule 10b-17 under
the Securities Exchange Act of 1934, as amended, and related requirements. In
connection with the reverse stock split, Puda will not issue any fractional
shares and any fractional shares shall be rounded up to the next higher full
share. In addition, the Board of Directors authorized special treatment to
certain stockholders of Puda in order to preserve round lot holders (i.e.,
holders owning at least 100 shares) after the reverse split. Therefore, the
stockholders of Puda holding 1,000 or fewer shares of common stock but at least
100 shares of common stock shall receive 100 shares of common stock after the
reverse stock split, and persons holding less than 100 shares of common stock
would not be affected and shall continue to hold and own the same number of
shares as before the reverse stock split. Any other terms and conditions of
special treatment to be afforded to stockholders to preserve round lot
stockholders, and determining which stockholders may be eligible for such
special treatment, will be determined by the Board of Directors by separate
resolution.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective August 2, 2005, the stockholders of Puda executed a written
consent signed by the holders of the majority of its issued and outstanding
stock and preferred stock, and the stockholders approved a change of the name of
Purezza Group, Inc. to Puda Coal, Inc. and an increase in the authorized number
of shares of common stock from 100,000,000 shares to 150,000,000 shares of
common stock, $.001 par value, and other matters.
Puda amended its Articles of Incorporation in the State of Florida, as
follows:
1. Changed the name of Purezza Group, Inc. to Puda Coal, Inc.;
2. Increased the number of authorized share of common stock, $.001 par
value, from 100,000,000 shares to 150,000,000 shares;
3. Changed the purpose of Puda to the business of crushing, washing and
processing coal and other related products;
4. Authorized the Board of Directors to fix the number of persons
constituting the Board of Directors and to fill vacancies on the
Board of Directors created by an increase in the number of directors
between annual meetings;
5. Deleted Article XI regarding Section 1244 of the Internal Revenue
Code of 1986; and
6. Authorized the Board of Directors to hold special or regular
meetings by a written consent signed by all members of the Board of
Directors.
The general effects of such modifications upon the rights of holders of
the common stock of Puda is that (i) Puda will be authorized to issue a
larger number of shares of common stock, $.001 par value, which would
dilute the percentage ownership of the then existing stockholders of Puda;
(ii) the purpose of Puda has been changed to reflect its new line of
business to coal operations; (iii) authorizes the Board of Directors to
increase the size of the Board of Directors; and (iv) authorizes the Board
of Directors to take corporate actions by written consents signed by all
of the Directors of the Board of Directors.
Item 9. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS:
3.1 Amendment to Articles of Incorporation filed in the State of Florida
on August 2, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 9, 2005 Puda Coal, Inc.
By: /s/ Zhao Ming
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Zhao Ming, Chief Executive Officer
and President