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): November 20, 2006
Puda Coal, Inc.
(Exact name of registrant as specified in its charter)
333-85306
(Commission File Number)
FLORIDA 65-1129912
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
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):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS.
On November 20, 2006, the Company accepted the resignation of Lisheng
Wang as director of the Company, effective on the same date. Mr. Wang does not
have any disagreement with the Company known to an executive officer of the
Company on any matter relating to the Company's operations, policies or
practices. The Company's Board of Directors is seeking a new independent
director to fill in the vacant director position created by Mr. Wang's
departure.
On November 20, 2006, the Company accepted the resignation of Yao Zhao
as Chief Operating Officer of the Company, effective on the same date. Mr. Zhao
does not have a formal employment agreement with the Company or Shanxi Puda Coal
Group Co. Ltd., an entity controlled by the Company through contractual
arrangements, and did not receive any severance payment upon his resignation.
Mr. Zhao is still the manager of the Company's coal washing plant.
On November 20, 2006, the Company appointed Wenwei Tian as the new
Chief Operating Officer of the Company, effective on the same date. Mr. Tian was
a project manager at China Digital Finance Company from July 2000 to August 2001
and a business analyst at Odyssey Applied Technologies Company from April to
August 2002.
ITEM 8.01 OTHER EVENTS
The Company discovered certain errors in the information that was previously
reported in its Annual Report on Form 10-KSB for the fiscal year ended December
31, 2005 filed with the Securities and Exchange Commission (the "Commission") on
March 30, 2006, Amendment No. 1 to Annual Report on Form 10-KSB/A filed with the
Commission on May 17, 2006 and Registration Statement on Form SB-2 filed with
the Commission on December 16, 2005, as amended, which has not become effective
as of November 17, 2006, with respect to education and business background of
the Company's directors and executive officers. The Company will correct such
errors in Amendment No. 2 to Annual Report on Form 10-KSB/A to be filed with the
Commission as soon as possible. After the discovery of such errors, the Company
accepted the resignation of Mr. Wang as director of the Company and the
resignation of Mr. Zhao as Chief Operating Officer. The Company is seeking a
qualified Chief Financial Officer to replace the current Chief Financial Officer
as well as more independent directors to sit on its Board of Directors. The
Company also plans to adopt a code of conducts after the introduction of new
independent director or directors to its Board of Directors.
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FORWARD-LOOKING INFORMATION
Information included in this current report on 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 actual results, performance
or achievements of the Company or its affiliates 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," "should,"
"expect," "anticipate," "estimate," "believe," "plan," "intend" or "project" or
the negative of these words or other variations on these words or comparable
terminology. Forward-looking statements are based on assumptions that may be
incorrect, and there can be no assurance that any projections or other
expectations included in any 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.
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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.
PUDA COAL, INC.
Date: November 20, 2006 By: /s/ Ming Zhao
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Ming Zhao
Chief Executive Officer, President and
Chairman of the Board
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