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): February 7, 2011 (February 4,
2011)
YINFU
GOLD CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Wyoming
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333-152242
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20-8531222
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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Level 19,
Two International Finance
Centre,
8 Finance St.,
Central, Hong
Kong
(Address
of Principal Executive Offices) (Zip Code)
852 2251
1695
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
1.02 Termination of a Material Definitive Agreement.
On
January 25, 2010 the registrant ("YinFu Gold") entered into a sales and purchase
agreement to acquire three gold mines, one of which was the Rongcheng gold mine
in Shandong Province, China, in exchange for 90,000,000 restricted shares of
Yinfu Gold common stock that was reduced to 76,500,000 restricted shares of
Yinfu Gold common stock pursuant to a revised sales and purchase agreement dated
March 31, 2010. The purchase of the Penglai gold mine was closed on June 15,
2010 and the Company anticipates that gold production and exploration of Penglai
will resume February 9, 2011 following inspection of the mine for compliance
with local government safety regulations and ensuring compliance with those
regulations. Yinfu Gold terminated the acquisition of the Wendeng gold mine on
March 31, 2010.
Based on
due diligence data, Yinfu Gold's management determined that the value of the
Rongcheng gold mine was far below the agreed purchase value and has been in
negotiation with owners of Rongcheng for a price reduction. On February 4, 2011
the seller of the Rongcheng gold mine elected to terminate the sale of the mine
in accordance with the terms of the sale and purchase agreement and return the
shares of Yinfu Gold's common stock deposited towards the purchase price of that
gold mine.
Yinfu
Gold's management intends to seek other gold mines to acquire.
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 thereunto
duly authorized.
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Date:
February 7, 2011
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YinFu
Gold Corporation
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By:
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/s/
Wilson Huang
Dong-sheng
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Wilson
Huang Dong-sheng
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Acting
President
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