-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T+NFbD1Vsw1qpgWvGqGLBjqx0SBEPEodn26i+Hrd7FBBPXSfK47dOTFvNwqH5wZC YO9gpEC/XwX3ps+eukmMRA== 0001161697-08-000791.txt : 20080717 0001161697-08-000791.hdr.sgml : 20080717 20080717161237 ACCESSION NUMBER: 0001161697-08-000791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080627 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080717 DATE AS OF CHANGE: 20080717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Armco Metals, Inc. CENTRAL INDEX KEY: 0001410711 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 260491904 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-145712 FILM NUMBER: 08957256 BUSINESS ADDRESS: STREET 1: ONE WATERS PARK DRIVE, SUITE 98 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: (650) 212-7620 MAIL ADDRESS: STREET 1: ONE WATERS PARK DRIVE, SUITE 98 CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: Cox Distributing Inc. DATE OF NAME CHANGE: 20070827 8-K 1 form_8-k.htm FORM 8-K FOR 06-27-2008

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):  June 27, 2008

 

CHINA ARMCO METALS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

Nevada

333-145712

26-0491904

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)

 

One Waters Park Drive, Suite 98

San Mateo, CA 94403

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(650) 212-7620

(ISSUER TELEPHONE NUMBER)

 

(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) 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 8.01 Other Events.

 

Effective as of June 27, 2008, China Armco Metals, Inc. (f/k/a Cox Distributing, Inc.) (the “Company” “we” or “us” amended our Articles of Incorporation to change the name of our company to China Armco Metals, Inc.

 

The amendment to our Articles of Incorporation was approved by our Board of Directors and Mr. Stephen Cox, our former CEO, the holder of approximately 81.96% of our outstanding voting securities as of June 27, 2008 which is in excess of the required majority of our outstanding securities entitled to vote on the Amendment.

 

In connection with the name change, the stock symbol for our common stock as quoted on the OTC Bulletin Board will change to CNAM.

 

Item 7.01 Regulation FD Disclosure.

 

On July 16, 2008 we issued a press release disclosing these events. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

The following exhibits are filed with this Current Report:

 

99.1

Press Release dated July 16, 2008 (furnished herewith).

 

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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.

 

CHINA ARMCO METALS, INC.

 

Dated: July 17, 2008

By:

/s/ Kexuan Yao

Kexuan Yao

CEO and Chairman of the Board

 

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 EX-99 2 ex991.htm PRESS RELEASE DATED 07-16-2008

Exhibit 99.1

NEWS RELEASE

For Immediate Release

China Armco Metals, Inc. Now Trading Under the New Symbol “CNAM”

Cokeville, WY, July 16, 2008—China Armco Metals, Inc. (“Armco”) (OTC Bulletin Board: CNAM), a company that imports, sells and distributes metal ores, and non-ferrous metal and is planning to expand its operations into the scrap metal recycling business, announced today that its common shares began trading on July 15, 2008 under the symbol “CNAM” on the OTC Bulletin Board. This change was made following the June 27, 2008 amendment to our Articles of Incorporation changing the name of our company to China Armco Metals, Inc. from Cox Distributing, Inc.

Cox Distributing, Inc. (formerly trading under the symbol “COXD” on the OTC Bulletin Board) acquired 100 percent of Armco & Metawise (HK) Ltd, a privately held company based in Hong Kong and China in June of 2008 through a share purchase agreement. Armco intends to expand its import and export activity within China as well as construct a steel recycling facility initially capable of recycling 1 million metric tons of scrap metal annually.

About China Armco Metals, Inc.

China Armco Metals, Inc. formerly known as Cox Distributing, Inc. (OTCBB:CNAM) is engaged in China in the sale and distribution of metal ores and non-ferrous metals to the metal refinery industry in China. Armco intends to enter into the steel recycling industry by constructing a steel recycling facility initially capable of recycling 1 million tons of steel scrap annually. Armco supplies a range of raw materials and scrap metals for various metal refining and steel manufacturing industries. Through its U.S. based operations, the company is a distributor of organic fertilizer products used to improve soil and growing conditions for the potato farmers of eastern Idaho. These products, which are bio-based rather than petroleum-based, add nutrients to the soil and serve as fungicides so as to increase the size and quality of crops.

Safe Harbor Statement

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Cox Distributing, Inc., is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our guidance and expectations regarding revenues, net income and earnings. In addition, any such statements are qualified in their entirety by reference to, and are accompanied by, the following key factors that have a direct bearing on our results of operations:


 

•

our future operating results,

 

•

our business prospects,

 

•

our contractual arrangements and relationships with third parties,

 

•

the dependence of our future success on the general economy,

 

•

the adequacy of our cash resources and working capital,

 

•

our need for additional financing to construct the steel recycling facility we intend to build which we may not be able to obtain on acceptable terms, the dilutive effect additional capital raising efforts in future periods may have on our current shareholders and the increased interest expense in future periods related to additional debt financing, and

 

•

our ability to effectively integrate the acquisition of Armco and our inability to fully realize any anticipated benefits of this acquisition.

 

We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings, including our Annual Report on Form 10-KSB for the year ended December 31, 2007.

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