- Current report filing (8-K)
June 01 2009 - 2:26PM
Edgar (US Regulatory)
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 1, 2009
CHINA NUTRIFRUIT GROUP LIMITED
(Exact name of registrant as
specified in its charter)
Nevada
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002-93231-NY
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87-0395695
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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No. 2 Wenhua Street
Dongfeng New Village
Daqing, Heilongjiang 163311, China
(Address of principal executive
offices, including zip code)
(86) 459-4609488
(Registrants telephone number, including area code) N/A
(Former Name or Former Address, if Changes 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:
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
240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
ITEM 7.01.
REGULATION FD DISCLOSURE.
In anticipation of the publication on Standard and Poors
Corporation Records in early June, 2009 by China Nutrifruit Group Limited (the
"Company"), the Company is filing this current report on Form 8-K to disclose
its unaudited pro forma consolidated financial statements as of March 31, 2008.
The unaudited pro forma financial statements give the pro forma effect to the
acquisition of Daqing Longheda Food Company Limited ("Longheda"). The Companys
subsidiary Solar Sun Holding Limited owned 75% of Longhedas equity interest as
of March 31, 2008. Longheda became our wholly-owned subsidiary on August 14,
2008 and conducts all our business operations. The Company believes that pro
forma financial results provide investors with consistent and comparable
information to aid in the understanding of the Companys ongoing business. The
Companys unaudited pro forma financial statements are attached hereto as
Exhibit 99.1.
The information contained in this current report on Form 8-K
is furnished pursuant to Item 2.02 of Form 8-K "Results of Operations and
Financial Condition". This information and the exhibits hereto are being
furnished and shall not be deemed to be "filed" for the purposes of Section 18
of, or otherwise regarded as filed under, the Securities Exchange Act of 1934,
as amended. The information contained in this report shall not be incorporated
by reference into any filing of the Company with the SEC, whether made before or
after the date hereof, regardless of any general incorporation language in such
filings.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(b)
Pro Forma Financial Information
The following pro forma financial
information of the Company is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference:
1.
Unaudited Pro
Forma Consolidated Balance Sheets as of March 31, 2008
2.
Unaudited Pro
Forma Consolidated Statement of Income for the Year Ended March 31, 2008
3.
Unaudited Pro
Forma Consolidated Statements of Shareholders Equity for the Year Ended March
31, 2008
4.
Unaudited Pro
Forma Consolidated Statement of Cash Flows for the Year Ended March 31, 2008
5.
Notes to
Unaudited Pro Forma Consolidated Financial Statements
(d)
Exhibits.
SIGNATURE
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, in the City of
Daqing, China on June 1, 2009.
CHINA NUTRIFRUIT
GROUP LIMITED
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By:
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/s/ Jinglin Shi
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Jingling Shi
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Chief Executive Officer
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