JD International Ltd. (fka JDID)

[db7]

8k/a, 8-K/A 1 form8ka.htm UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 8-K/A

Amendment No. 3



CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): March 1, 2013



JD INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)




NEVADA 33-56574 25-1605846

(State or other jurisdiction

of incorporation)
(Commission
File Number)
(IRS Employer

Identification No.)




G/F First Asia Tower, 8 Fui Yiu Kok Street,
Tsuen Wan, NT, Hong Kong
(Address of Principal Executive Offices)


[phone]

Registrant’s telephone number, including area code



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 3.02 Unregistered Sales of Equity Securities.



On March 1, 2013 through December 15, 2013, we completed the private placement of an aggregate of 545,200 shares of Series A Preferred Stock to certain foreign investors for an aggregate purchase price of approximately $424,000.



This placement is a part of a private placement of the Series A Preferred Stock, the first tranches of which were completed on January 4, 2014, of 268,000 shares of Series A Preferred Stock to certain foreign investors for an aggregate purchase price of $200,000, and January 12, 2014, of 1,592,000 shares of Series A Preferred Stock to certain foreign investors for an aggregate purchase price of $1,248,000 and on January 28, 2014, of 3,507,200 shares of Series A Preferred Stock to certain foreign investors for an aggregate purchase price of approximately $2,696,000.



The above descriptions are qualified in their entirety by reference to the form of subscription agreement attached as Exhibit 4.1 to this Current Report on Form 8-K.



The Company issued the shares of Series A Preferred Stock to non-US persons in off-shore transactions pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended. Each of the subscribers represented that they were not a “US person” as such term is defined in Regulation S.



The securities referred to herein will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.



Item 9.01 Financial Statement and Exhibits.



(d) Exhibits.



Exhibit No. Description

4.1 Form of JD International Limited Series A Preferred Stock Subscription Agreement (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on January 9, 2014).











SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


JD International Limited

Date: June 24, 2014 By: /s/ Cheung Wai Yin
Name: Cheung Wai Yin
Title: Chief Executive Officer











EXHIBIT INDEX



Exhibit No. Description

4.1 Form of JD International Limited Series A Preferred Stock Subscription Agreement (as filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on January 9, 2014).