UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 29, 2006
Renhuang
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
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0-24512
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88-1273503
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(Commission
File Number)
|
(IRS
Employer Identification Number)
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c/o
Viking Investments
65
Broadway, Suite 888
New
York, NY 10006
(Address
of Principal Executive Offices)
(212)
430 6548
(Registrant’s
Telephone Number, Including Area Code)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01.
Entry
into a Material Definitive Agreement.
On
August
28, 2006, Renhuang Pharmaceuticals, Inc., a Nevada corporation (the ‘‘Company’’)
and Harbin Renhuang Pharmaceutical Company Limited, a Corporation incorporated
under the laws of the British Virgin Island, (the “BVI”) entered into a Share
Exchange Agreement (the “Agreement”) pursuant to which the Company acquired all
of the outstanding capital stock of BVI in exchange for 29,750,000 shares of
the
Company’s common stock, par value $0.001 per share, representing 85% of the
Company’s capital stock on a fully diluted basis after taking into account the
transactions contemplated herein, including the Exchange of shares. After giving
effect to the Exchange, there will be approximately 35,000,000 shares of Company
Common Stock issued and outstanding.
BVI
is a
holding company and owns 100% of Harbin Renhuang Pharmaceutical, Ltd.,
incorporated under the laws of the Peoples Republic of China (“Renhuang China”).
The
closing of the transactions contemplated hereby (the “Closing”) shall take place
at the offices of Viking Investments on or before August 31, 2006 (the “Closing
Date”) at 10:00 a.m., or at such place and time as mutually agreed upon by
the parties hereto.
As
a
condition precedent to the closing of the transaction, Renhuang China will,
at
no cost to the Company, deliver audited balance sheets, the related statements
of operations and cash flows for the twelve months ended October 30, 2005 and
October 30, 2004 and reviewed balance sheets, the related statements of
operations and cash flow for the six months ended April 30, 2006 of Renhuang
China, together with the notes thereto (the “Financial Statements”), prepared in
accordance with U.S. generally accepted accounting principles, US GAAP, applied
on a basis consistent throughout all periods presented. The Financial Statements
shall fairly present the financial position of the Company as of the dates
and
for the periods indicated.
EXHIBITS
| 10.1 |
Share
Exchange Agreement
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Renhuang Pharmaceuticals, Inc |
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| Dated: August 29, 2006 |
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By /s/ Li Shaoming |
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Li Shaoming |
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Chief Executive Officer |
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