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): December 23,
2010
CHINA
SHANDONG INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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333-147666
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20-8545693
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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 No.)
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No. 2888
Qinghe Road
Development Zone Cao County
Shandong Province,
274400 China
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (86) 530-3431658
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation under any of the following provisions ( see General
Instruction A.2. below):
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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02.
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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On December 22, 2010, pursuant to
Section 242 of the General Corporation Law of the State of Delaware, the holder
of a majority of the shares of common stock of China Shandong Industries, Inc.
(the “Company”) approved
a reverse split of such shares with a ratio of 1-for-1.5, which will become
effective on January 18, 2011 (the “Reverse Split”), and the
filing of the Certificate of Amendment to the Certificate of Incorporation (the
“Amendment”).
On December 23, 2010, the Company filed
the Amendment with the Secretary of State of the State of Delaware. Before the
Reverse Split becomes effective on the OTC Bulletin Board (the “OTC BB”) on January 18, 2011, it
must be approved by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Company has
commenced the process of obtaining FINRA approval. Upon the approval of the
Reverse Split by FINRA, each one and half (1.5) shares of common stock
outstanding prior to the Reverse Split will be converted into one (1) share of
common stock, and all options, warrants, and any other similar instruments
convertible into, or exchangeable or exercisable for, shares of common
stock will be proportionally adjusted. To the extent any fractional shares of
common stock result from the Reverse Split, the Company will round up any
fraction of a share to the nearest whole share.
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Item
9.01.
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Financial
Statement and Exhibits
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Exhibits
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3.1*
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Certificate
of Amendment of Certificate of Incorporation, filed with Secretary of
State of State of Delaware on December 23, 2010.
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* Incorporated by reference to
Amendment No. 6 to Registration Statement on Form S-1 filed with the SEC on
December 23, 2010.
SIGNATURES
Pursuant
to the requirements of Section 12 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 thereunto duly authorized.
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China
Shandong Industries, Inc.
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Date:
December 29, 2010
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By:
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/s/
Jinliang Li
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Name:
Jinliang Li
Title:
Chief Executive Officer
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