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): December 19, 2005
CHINA NATURAL GAS, INC.
(formerly Coventure International Inc.)
(Exact name of registrant as specified in its charter)
Delaware 000-31539 98-0231607
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
Tang Xing Shu Ma Building, Suite 418
Tang Xing Road
Xian High Tech Area
Xian, Shaanxi Province
China
(Address of principal executive offices) (zip code)
86-29-88323325
(Registrant's telephone number, including area code)
Copies to:
Marc J. Ross, Esq.
Thomas A. Rose, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 20, 2005, China Natural Gas, Inc. (formerly Coventure
International Inc.) (the "Company"), entered into an agreement with John Hromyk,
the Company former sole executive officer and member of the Board of Directors.
Pursuant to the agreement, the Company sold 100% of the outstanding capital
stock of its wholly-owned subsidiary, Coventure Canada, Inc. ("Coventure
Canada") to Mr. Hromyk. In connection with the sale, Mr. Hromyk also purchased
all debt due and owing to the Company by Coventure Canada in the amount of
$38,371.12, as well as all right title and interest in and to the business of
providing accounting, tax and business consulting services to small and medium
sized businesses carried on by the Company through Coventure Canada. The
purchase price for the sale was the forgiveness by Mr. Hromyk of debt owed to
him from the Company in the amount of $68,179.13.
Item 5.02 Departure of Directors or Principal Officer: Election of Directors;
Appointment of Principal Officers.
On December 6, 2005, the Company entered into and closed a share
purchase agreement with Xian Xilan Natural Gas Co., Ltd., a corporation formed
under the laws of the People's Republic of China ("Xilan"), and each of Xilan's
shareholders. Pursuant to the Agreement, the Company acquired all of the issued
and outstanding capital stock of Xilan from the Xilan shareholders in exchange
for 4,000,000 shares of the Company's common stock. On December 19, 2005, Chen
Bo and Minqing Lu, affiliates of Xilan, were appointed as members of the
Company's Board of Directors. Neither of Messrs. Bo or Lu were appointed to any
committees of the Board. Biographical information follows:
Bo Chen
Mr. Chen was named Vice Chairman of the Board of Directors of Xilan in
October 2005. He is currently the President of Bodisen Biotech, Inc., a publicly
listed company on the AMEX (symbol: BBC), and is one of its original founders
and stockholders having joined that company in 2000. From August 1997 to August
2001, Mr. Chen was Chief Operations Officer and Chief Technology Officer of
Shaanxi Bodisen Chemical Co., Ltd. From July 1994 to December 1997, he was the
Chief Executive Officer and President of Yang Ling Shikanglu Chemical Technology
Development Co., Ltd. He received his Bachelor of Science degree from Shaanxi
Normal College in July 1984.
Minqing Lu
Mr. Lu joined Xilan in February 2005. He is Chief Executive Officer
and serves on the Board of Directors of Xilan. From February 1999 to May 2002,
he was the executive director of Beijing Peixinkenu Investment Consultancy
Company. From May 2002 to July 2004, he was President of Fenghua Aidi Air
Service Company in Beijing. He received a Certificate of Management in July 1994
from Central Party College.
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On December 19, 2005, John Hromyk resigned as a member of the Board of
Directors of the Company. Mr. Hromyk did not serve on any committees of the
Board of Directors
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 19, 2005, the Company changed its name to China Natural
Gas, Inc.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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10.1 Purchase Agreement made as of December 19, 2005 between China Natural
Gas, Inc. and John Hromyk
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CHINA NATURAL GAS, INC.
Dated: December 23, 2005 By: /s/ MINQING LU
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Minqing Lu,
Chief Executive Officer
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