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) March 21, 2003
AGROCAN CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
Delaware 0-25963
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Suite 706, Dominion Centre
43 - 59 Queen's Road East, Hong Kong
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(852) 251-93933
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ITEM 5. OTHER EVENTS
On March 10, 2003, our Board of Directors has unanimously approved the following
resolution.
In February, 1998 the Company borrowed certain funds in the amount of $300,000
from three shareholders of the Company; Texon Investments Holdings Ltd, Intermax
Ltd and Masterpiece Development Ltd and that as of the date hereof the Company
still owes the shareholders $217,640.80 and that said sum appears as debt on the
books of the Company. The Board of Directors in their best business judgment
believes that it would be in the best interest of the Company to eliminate the
debt from its financial statements however it does not have the cash to repay
the loans. It is therefore agreed that the Company, upon agreement of the above
three shareholders, will issue to the shareholders common stock of the Company
in a sufficient number of shares to retire the above described debt. The Board
of Directors notes that as of the close of business on March 9,2003 the
Company's common shares had a value on the NASDAQ Bulletin Board of $0.03 per
share and consequently hereby agrees to issue the following shares to the listed
shareholders to retire the debt:
Texon Investments Holdings Ltd 3,917,534 shares
Intermax Ltd 1,813,673 shares
Masterpiece Development Ltd 1,523,486 shares
The Company's transfer agent was instructed to issue the aforementioned shares
in accordance with the above resolution.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AgroCan Corporation
Dated: March 21, 2003 By: /s/ Lawrence Hon
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LAWRENCE HON
President and Chief
Executive Officer
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