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 22, 2004
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-33167 84-0448400
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
17700 CASTLETON STREET, SUITE 589
CITY OF INDUSTRY, CALIFORNIA 91748
(Address of Principal Executive Offices) (Zip Code)
(626) 964-3232
(Registrant's Telephone Number, Including Area Code)
ITEM 5. - OTHER EVENTS AND REGULATION FD DISCLOSURE
Effective July 22, 2004, Kiwa Bio-tech Products Group Corporation (the
"Registrant") changed its state of incorporation from Utah to Delaware (the
"Reincorporation"). The Reincorporation was approved by the Registrant's
shareholders by written consent effective as of June 3, 2004. The
Reincorporation was accomplished by the merger of the Registrant with and into
Kiwa Bio-Tech Products Group Corporation, a Delaware corporation ("Kiwa
Delaware"), its wholly-owned subsidiary, which was the surviving corporation in
the merger.
The Reincorporation will not result in any change in the Registrant's
name, headquarters, business, jobs, management, location of offices or
facilities, number of employees, assets, liabilities or net worth. The
Registrant's common stock will continue to trade on the OTC Bulletin Board under
the symbol KWBT. Stockholders will not be required to undertake a mandatory
exchange of the Registrant's shares. Certificates for the Registrant's shares
automatically represent an equal number of Shares of Kiwa Delaware.
Filed with this report as Exhibit 2.1 is a copy of the Agreement and
Plan of Merger relating to the Reincorporation. Copies of the Registrant's
current Certificate of Incorporation and Bylaws are also filed with this report
as Exhibits 3.1 and 3.2, respectively.
On July 23, 2004, the Registrant issued the press release announcing
the effectiveness of the Reincorporation. A copy of the press release is filed
with this report as Exhibit 99.1 and incorporated herein by this reference.
ITEM 7. - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of business acquired.
None.
(b) Pro forma Financial Information.
None.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated July 22, 2004,
between Kiwa Bio-Tech Products Group Corporation, a
Utah corporation, and Kiwa Bio-Tech Products Group
Corporation, a Delaware Corporation.
3.1 Certificate of Incorporation of Kiwa Bio-Tech
Products Group Corporation, a Delaware corporation.
3.2 Bylaws of Kiwa Bio-Tech Products Group Corporation, a
Delaware corporation.
99.1 Press release dated July 23, 2004, issued by the
Registrant.
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SIGNATURE
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.
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
Date: July 23, 2004 By: /S/ WEI LI
-----------------------------------------
Wei Li, Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger, dated July 22, 2004, between
Kiwa Bio-Tech Products Group Corporation, a Utah corporation,
and Kiwa Bio-Tech Products Group Corporation, a Delaware
Corporation.
3.1 Certificate of Incorporation of Kiwa Bio-Tech Products Group
Corporation, a Delaware corporation.
3.2 Bylaws of Kiwa Bio-Tech Products Group Corporation, a
Delaware corporation.
99.1 Press release dated July 23, 2004, issued by the Registrant.
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