China Energy Savings Technology (CESV)

[Mr. Zen]

Form 8-K for CHINA ENERGY SAVINGS TECHNOLOGY, INC.


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4-Feb-2005

Change in Assets, Sale of Equity, Financial Statements and



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On February 1, 2005, China Energy Savings Technology, Inc., a Nevada corporation (Registrant), completed an acquisition of the remaining 35% interest (the "Acquisition") in Starway Management Limited, a British Virgin Islands corporation ("Starway"). Prior to the Acquisition, the Registrant owned 65% of the outstanding shares of capital stock of Starway. After the Acquisition, the Registrant will own 100% of the outstanding shares of capital stock of Starway. The Registrant acquired the remaining 35% interest in Starway from Sky Beyond Investments Limited, a British Virgin Islands corporation ("Sky Beyond").

The Registrant acquired the 35% interest in Starway by issuing a total of 7,807,569 shares of common stock of the Registrant. The amount of consideration given by the Registrant for the Acquisition was determined with reference to the acquisitions of 50% and subsequently 15% interest in Starway as reported in the Registrant's Current Report on Form 8-K filed on June 30, 2004 and November 18, 2005 respectively. The closing of the Acquisition (the "Closing") occurred on February 1, 2005 (the "Closing Date"). The sole consideration for the Acquisition is common stock of the Registrant.

A copy of the definitive agreement and a press release regarding this Acquisition is attached as an exhibit hereto.





ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The Registrant issued 7,807,569 shares of common stock to Sky Beyond which represented that it is an accredited investor as part of the Acquisition. SEE, Item 2.01 above. This transaction was effected under Rule 506 promulgated under Section 4(2) of the Securities Act of 1933, as amended. The recipient of the securities in the above-described transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificate and other instruments issued in such transaction.





ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number Description
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10.1 Agreement and Plan of Share Exchange dated February 1, 2005 by and
among China Energy Savings Technology, Inc. and Sky Beyond
Investments Limited.

99.1 Press Release