8-K 1 fm8k_405.txt 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): April 26, 2005 ETERNAL TECHNOLOGIES GROUP, INC. ------------------------------------------------ (Exact name of Registrant as specified in its charter) 0-27929 ------------------- (Commission file number) Nevada 62-1655508 ---------------------------- --------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation) Sect. D, 5/F, Block A, Innotec Tower, 235 Nanjing Road, Heping District, Tianjin, 300100, People's Republic of China ------------------------------------------------------------- (Address of principal executive offices) (Zip code) 011-86-22-2721-7020 (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. (see General Instruction A.2. below). - 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) uner the Exchange Act (17 CFR 240.14d-2(b)). Section 2. Registrant's Business and Operations Item. 2.02 Termination of the material definitive agreement On April 19, 2005, the Board of Directors of Eternal Technologies Group, Inc. ("Eternal") rescinded the acquisition of E-Sea Biomedical Engineering Co. International, Ltd. of Shenzhen, PRC. The rescission, evidenced by the attached Termination Agreement, was effective as of October 31, 2004. Eternal will cancel the 14,000,000 shares issued to the E-Sea shareholders and return to them the shares of E-Sea acquired pursuant to the Exchange Agreement. Item 9. Exhibits (c) Exhibits Exhibit Number Description of Exhibit -------------- ----------------------- 1.1 Terminiation Agreement, April 26, 2005 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. ETERNAL TECHNOLOGIES GROUP, INC. April 26, 2005 /s/ Jiasheng Wei ----------------------------------------- Jiasheng Wei, President and Chief Executive Officer