Attached files
| file | filename |
|---|---|
| EX-10.1 - EMERALD DAIRY INC | v204733_ex10-1.htm |
| EX-4.2 - EMERALD DAIRY INC | v204733_ex4-2.htm |
| EX-10.2 - EMERALD DAIRY INC | v204733_ex10-2.htm |
| EX-4.1 - EMERALD DAIRY INC | v204733_ex4-1.htm |
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):
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November 30,
2010
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EMERALD DAIRY INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Nevada
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000-52174
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80-0137632
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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11990 Market Street, Suite 205
Reston, Virginia 20190
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(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code:
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(703)
867-9247
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Amendment
to November 30, 2009 Loan Agreement
As of
November 30, 2010, Emerald Dairy, Inc. (the “Company”) and a lender (the
“November 2009 Lender”), entered into an amendment (the “Amendment”) to their
Loan Agreement, dated November 30, 2009, pursuant to which a promissory note in
the principal amount of $1,750,000 (the “Original Note”) had been
issued. Pursuant to the Amendment, (i) the maturity date of the
indebtedness represented by the Original Note was extended from November 30,
2010 to November 30, 2011, and (ii) an amended and restated promissory note (the
“Amended Note”) incorporating the change set forth in (i) above was issued to
the November 2009 Lender in exchange for the cancellation of the Original
Note.
The
interest rate on the Amended Note is ten (10%) percent per annum and is payable
on maturity. The Amended Note has a stated maturity date of November
30, 2011. Upon the maturity of the Amended Note, by acceleration or
otherwise, interest on unpaid amounts shall thereafter be payable at the rate of
twelve (12%) percent per annum, until the obligation is paid in
full. Any regular interest or default interest not paid when due
under the Amended Note shall be added to the principal of the Amended
Note. The Company may from time-to-time prepay any amount due under
the Amended Note, in whole or in part, without penalty.
The
foregoing descriptions of the Amendment and Amended Note do not purport to be
complete and are qualified in their entirety by reference to the complete text
of the Amendment and Amended Note, which are filed as Exhibits 10.1 and 4.1
hereto, respectively, and incorporated herein by reference.
Entry
into December 1, 2010 Loan Agreement
On
December 1, 2010, the Company entered into a Loan Agreement (the “Loan
Agreement”) with a lender (the “December 2010 Lender”), pursuant to which the
Company borrowed $380,000 from the December 2010 Lender (the “Loan”), in
consideration for which it issued a promissory note to the December 2010 Lender
(the “New Note”).
The
Company intends to apply substantially all of the proceeds from the Loan toward
residual costs related to completion of the first production line of its new
milk powder processing facility located in Hailun City, Heilongjiang Province,
People’s Republic of China.
The
interest rate on the New Note is ten (10%) percent per annum and is payable on
maturity. The New Note has a stated maturity date of December 1,
2011. Upon the maturity of the New Note, by acceleration or
otherwise, interest on unpaid amounts shall thereafter be payable at the rate of
twelve (12%) percent per annum, until the obligation is paid in
full. Any regular interest or default interest not paid when due
under the New Note shall be added to the principal of the New
Note. The Company may from time-to-time prepay any amount due under
the New Note, in whole or in part, without penalty.
The
foregoing descriptions of the Loan Agreement and New Note do not purport to be
complete and are qualified in their entirety by reference to the complete text
of the Loan Agreement and New Note, which are filed as Exhibits 10.2 and 4.2
hereto, respectively, and incorporated herein by reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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Reference
is made to the disclosure in Item 1.01 above, which disclosure is incorporated
herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
The exhibits listed in the following
Exhibit Index are filed as part of this Form 8-K.
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Exhibit No.
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Description
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4.1
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Amended
and Restated Promissory Note, dated November 30, 2010
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4.2
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Promissory
Note, dated December 1, 2010
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10.1
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Amendment
to Loan Agreement, dated November 30, 2010
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10.2
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Loan
Agreement, dated December 1,
2010
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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 hereunto
duly authorized.
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EMERALD DAIRY INC.
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(Registrant)
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Date: December
6,
2010
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By:
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/s/ Yang Yong Shan
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Yang
Yong Shan
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Chairman,
Chief Executive Officer and President
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