form8-k.htm
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): April 11,
2007
NF
ENERGY SAVING CORP OF AMERICA
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-50155
(Commission
File Number)
02-0563302
(I.R.S.
Employer Identification No.)
21-Jia
Bei Si Dong Road, Tie Xi Qu
Shen
Yang, P. R. China.
(Address
of Principal Executive Offices) (Zip Code)
(8624)
2560-9750
(Registrant's
Telephone Number, Including Area Code)
Copies
to:
Greentree
Financial Group, Inc.
7951
SW
6th Street, Suite 216
Plantation,
FL 33324
(954)
424-2345 Tel
(954)
424-2230 Fax
This
Current
Report on Form 8-K is filed by NF Energy Saving Corporation of America, a
Delaware corporation (“Registrant”), in connection with the items described
below.
Item 3.02
Unregistered Sales of Equity Securities
On
August
8, 2007, NF Energy Saving Corporation of America (the “Registrant”), pursuant to
the terms and conditions of a Subscription and Stock Purchase Agreement, dated
April 11, 2007, consummated a private sale of 1,700,000 shares of its Common
Stock ( the “Shares”) to Mr. Li Gang ("Mr. Li"). The aggregate purchase
price for the Shares was $870,000 or approximately $.51 per share.
As
a
result of this transaction, Mr. Li owns approximately 60.2% of the issued and
outstanding shares of the Registrant’s Common Stock.
The
securities discussed above were offered and sold in reliance upon exemptions
from the registration requirements of Section 5 of the Securities Act of
1933, as amended (the “Act”), pursuant to Section 4(2) of the Act and Rule
506 promulgated thereunder.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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NF
ENERGY SAVING CORP OF AMERICA
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Date:
August 7, 2007
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Li,
Gang
Chairman,
President and Chief Executive
Officer
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EXHIBIT