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): December 6, 2010
SRKP
20, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-53016
|
26-1357696
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
4737
North Ocean Drive, Suite 207 Lauderdale by the Sea, FL
|
33308
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(310)
203-2902
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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
240.14a-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
1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
As
reported in the Current Report on Form 8-K filed with the Securities and
Exchange Commission by SRKP 20, Inc., a Delaware corporation (the "Company"), on April
27, 2010, the Company entered into a Share Exchange Agreement with Immense
Fortune Holdings Limited, a British Virgin Islands corporation (“Immense Fortune”),
Legend Media Holdings HK Limited, a Hong Kong corporation and wholly-owned
subsidiary of Immense Fortune (“Legend”), Feigeda
Electronic (SZ) Co., Ltd., a company organized under the laws of the People’s
Republic of China and a wholly-owned subsidiary of Legend (“Feigeda”), Fangguan
Electronic (CC) Co., Ltd., a company organized under the laws of the People’s
Republic of China and a wholly-owned subsidiary of Feigeda, and Finest Day
Limited, a British Virgin Islands corporation and sole share holder of Immense
Fortune (the “Shareholder”). As
also reported in the Form 8-K filed with the Securities and Exchange Commission
on April 27, 2010, the Company entered into a Share and Warrant Cancellation
Agreement with its stockholders.
On
December 6, 2010, the Company entered into an Amended and Restated Share
Exchange Agreement (the “Amended Exchange
Agreement”) with Immense Fortune, Legend, Feigeda and the
Shareholder. Pursuant to the Amended Exchange Agreement, the Company
agreed to issue an aggregate of 15,156,468 shares of its common stock to the
Shareholder and its designees in exchange for 100% of the share capital of
Immense Fortune (the "Share
Exchange").
On
December 6, 2010, the Company also entered into an Amended and Restated Share
and Warrant Cancellation Agreement (the “Amended Cancellation
Agreement”) with all of the Company’s existing stockholders, pursuant to
which the stockholders agreed to cancel 4,267,674 shares of common stock and
warrants to purchase 6,913,236 shares of common stock prior to the closing of
the Share Exchange.
Pursuant
to the terms of the Amended Exchange Agreement, the Company expects there will
be 19,420,987 shares of common stock and warrants to purchase 2,293,519 shares
of common stock issued and outstanding after giving effect to the transactions
contemplated by the Amended Exchange Agreement.
The
consummation of the Share Exchange is subject to certain conditions. The Share
Exchange, if consummated, will result in a change-in-control of the Company and
the assumption of Immense Fortune’s operations and liabilities. In connection
with the change-in-control, there will be a new Board of Directors and
management of the Company.
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.
| SRKP 20, INC. | |||
| Date: December 6, 2010 | |||
|
|
By:
|
/s/ Richard Rappaport | |
| Name: | Richard Rappaport | ||
| Title: | President | ||