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):
May
21, 2010
Andatee
China Marine Fuel Services Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34608
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80-0445030
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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Dalian
Ganjingzi District, Dalian Wan Lijiacun
Unit
C, No. 68 West Binhai Road, Xigang District Dalian
People’s
Republic of China
(Address
of Principal Executive Office) (Zip Code)
011
(86411) 8360 4683
(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))
Section
8 – Other Events
Item
8.01 Other
Events
On May
21, 2010, Dalian Xingyuan Marine Bunker Co. Ltd., a variable interest entity
(VIE) through which entity Andatee China Marine Fuel Services Corporation
conducts all of its business operations (collectively, the “Company”), entered
into an Equity Transfer Agreement (the “ETA”) with Mashan Group Co., Ltd. (the
“Seller”).
Under the
terms and provisions of the ETA, the Company purchased a 52% ownership interest
in Mashan Xingyuan Ship Fuel Co., Ltd., a limited liability company located in
Shandong Province, PRC and controlled by the Seller (the “Target”); the Seller
will retain the remaining ownership in the entity. The purchase price for the
equity acquisition was RMB3,640,000 (approximately US$0.53 million), payable in
lump sum shortly upon closing of the acquisition; the Company also assumed RMB
0.54 million (approximately US$ 0.08 million) in debt of the Target. The
acquired assets include several storage tanks of varying capacities, land use
rights and supporting facilities. The ETA contains several conditions
to closing of this acquisition, including, without limitation, the Target’s
registration and obtaining of requisite business and regulatory licenses
following the equity ownership transfer. The parties anticipate to close this
acquisition on or before May 23, 2010.
The
Company issued a press release announcing the foregoing equity acquisition, a
copy of which press release is furnished as Exhibit 99.1 herewith.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
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99.1
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Press
release dated May 21, 2010.
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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.
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Andatee
China Marine Fuel Services Corporation
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By:
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/s/ Wen Tong
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Wen
Tong, Chief Financial Officer
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Date: May
21, 2010