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): June
6,
2007
Puda
Coal, Inc.
(Exact
name of registrant as specified in its charter)
333-85306
(Commission
File Number)
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Florida
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65-1129912
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation)
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426
Xuefu Street, Taiyuan, Shanxi Province,
The
People’s Republic of China
(Address
of principal executive offices, with zip code)
011
86 351 228 1302
(Registrant's
telephone number, including area code)
Not
Applicable
(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 the registrant under any of the following
provisions (see
General
Instruction 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
1.01 Entry into a Material Definitive Agreement.
On
June
6, 2007, Shanxi Puda Coal Group Co. (“Shanxi Coal”) entered into an Asset
Exchange Agreement with Lingshi Jinliao Coal & Chemical Co. Ltd. (“Lingshi
Coal & Chemical”). Pursuant to the Asset Exchange Agreement, Shanxi Coal
agrees to acquire all the assets of a coal washing plant of Lingshi Coal &
Chemical located in Lingshi County, Shanxi Province of China, which has an
annual coal washing capacity of 1.2 million tons and a book value of RMB 57
million (approximately $7.4 million). In exchange, Lingshi Coal & Chemical
will receive RMB 45.5 million (approximately $5.9 million) in cash from Shanxi
Coal and all the assets of a coal washing plant of Shanxi Coal located in Liulin
County of the same province, which has an annual coal washing capacity of
400,000 ton and a book value of RMB 11.5 million (approximately $1.5 million).
A
copy of the Asset Exchange Agreement is filed as Exhibit 10.1 to this report
and
is incorporated herein in its entirety. The description of the terms and
conditions of the Asset Exchange Agreement herein is modified and supplemented
by such reference.
Both
parties represent in the Asset Exchange Agreement that none of the assets
exchanged under this agreement is subject to any lien, mortgage or other
encumbrance. As agreed upon by the parties, the transfer of assets should occur
within ten days after the execution, and Shanxi Coal should pay Lingshi Coal
& Chemical RMB 45.5 million in cash within three days after the completion
of the transfer of assets. Any party who delays in the performance of the Asset
Exchange Agreement is required to pay the other party a cash amount of 0.5%
of
the total cash consideration as damage for each day that the performance is
delayed. The transfer of assets contemplated by the Asset Exchange Agreement
has
not completed as of the date of this report.
None
of
Puda Coal, Shanxi Coal and their affiliates has any material relationship with
Lingshi Coal & Chemical other than in respect of the Asset Exchange
Agreement.
Puda
Coal
does not have a direct equity interest in Shanxi Coal, however, Shanxi Coal
is
included in the consolidated financial statements of Puda Coal because, through
a series of operating, consulting and licensing agreements among Shanxi Putai
Resources Limited (a wholly owned subsidiary of Puda Coal), Shanxi Coal and
Shanxi Coal’s owners, Zhao Ming and Zhao Yao, Puda Coal manages and controls the
operations of Shanxi Coal and receives the economic benefits of Shanxi Coal
and
incur the risks derived from Shanxi Coal’s operations.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
The
exhibit listed in the following Exhibit Index is filed as part of this
report.
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Exhibit
No.
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Description
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10.1
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Asset
Exchange Agreement, dated June
6, 2007, between the Shanxi Coal and Lingshi Coal & Chemical.
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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.
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PUDA
COAL, INC.
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Date:
June 12, 2007
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By:
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/s/
Ming Zhao
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Ming
Zhao
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Chief
Executive Officer
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