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): July 24, 2006
China Agro Sciences Corp.
(Exact name of registrant as specified in its charter)
Florida O-49687 33-0961490
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
100 Wall Street - 15th Floor
New York, NY 10005
(Address of principal executive offices) (zip code)
(212) 232-0120 (Registrant's
telephone number, including area code)
(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 1.01 Entry into a Material Definitive Agreement
On July 24, 2006, we received signed copies of an Investment Agreement with
Dutchess Private Equities Fund, LP, a Delaware limited partnership. Pursuant to
the terms of the agreement, Dutchess has committed to purchase up to $10,000,000
of our common stock over a three year period. The agreement provides that we may
from time to time deliver a put notice to Dutchess, and Dutchess is obliged to
purchase the dollar amount of common stock set forth in the notice. The maximum
amount of each put shall be, at our election, either: (A) two hundred percent
(200%) of the average daily volume (U.S. market only) of our common stock for
the ten trading days prior to the applicable put notice date, multiplied by the
average of the three daily closing bid prices immediately preceding the put
date, or (B) $250,000. The purchase price shall be 94% of the lowest closing bid
price during the five trading days following the put notice date.
In connection with the agreement, we are required to file a registration
statement with the Securities and Exchange Commission covering the shares of
common stock to be purchased pursuant to the agreement.
Item 3.02 Unregistered Sale of Equity Securities
On July 24, 2006, we received signed copies of an Investment Agreement with
Dutchess Pivate Equities Fund, LP, a Delaware limited partnership, pursuant to
which we agreed to issue up to $10,000,000 worth of our common stock upon the
delivery of put notices to Dutchess. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the purchaser is an
accredited investor.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
EXHIBITS
10.1 Investment Agreement with Dutchess Private Equities Fund, LP
dated July 11, 2006
10.2 Registration Rights Agreement with Dutchess Private Equities
Fund, LP dated July 11, 2006
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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.
Dated: July 24, 2006 China Agro Sciences Corp.,
a Florida corporation
/s/ John Leo
----------------------------
By: John Leo
Its: Secretary
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