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): October 5, 2004
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-33167 84-0448400
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
17700 CASTLETON STREET, SUITE 589
CITY OF INDUSTRY, CALIFORNIA 91748
(Address of Principal Executive Offices) (Zip Code)
(626) 964-3232
(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 (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 2.03. - CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
On October 5, 2004, Kiwa Bio-Tech Products Group Corporation (the
"Registrant") received a $350,000 advance from Young San Kim and Song N. Bang
(collectively "Lenders"), pursuant to a Convertible Note Agreement dated
September 23, 2004 by and among the Registrant and the Lenders (the
"Agreement"). The principal amount of the advance is due and payable on March
23, 2004, and prepaid interest in the amount of $17,500 for the full term of the
loan was payable at the time of the advance. At the Lenders' option, the loan
amount may be converted into common stock, $0.001 par value ("Common Stock") of
the Registrant at a price per share of $0.20.
Pursuant to the Agreement, the Registrant has also issued certain
Common Stock Warrants ("Warrants") to the Lenders to purchase in the aggregate
up to 1,050,000 shares of the Registrant's Common Stock at an exercise price of
$0.20 per share, for a term of three years.
ITEM 3.02. - UNREGISTERED SALES OF EQUITY SECURITIES.
In connection with the loan described in Item 2.03 above, and as
additional consideration for the funds advanced under the Agreement, the
Registrant issued Warrants to Young San Kim to purchase up to 900,000 shares of
Common Stock, and Warrants to Song N. Bang to purchase up to 150,000 shares of
Common Stock. The issuance of the Warrants was exempt under Section 4(2) of the
Securities Act of 1933, as amended. The Warrants are exercisable at a per share
price of $0.20, for a term of three years.
SIGNATURE
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.
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
Date: October 5, 2004 By: /S/ WEI LI
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Wei Li, Chief Executive Officer