Amendment Agreement - CHINA DIRECT INDUSTRIES, INC. - 5-9-2007 by CDII-Agreements

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									EXHIBIT 10.1 CDI CHINA, INC. JINAN ALTERNATIVE ENERGY GROUP CORP CDI WANDA NEW ENERGY COMPANY, LIMITED AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (the "Amendment") is made and entered into effective on MAY 8, 2007 by and among CDI CHINA, INC. a Florida corporation ("CDI CHINA"), a wholly owned subsidiary of CHINA DIRECT, INC., a Delaware corporation ("CDI"), JINAN ALTERNATIVE ENERGY GROUP CORP. a Florida corporation and a wholly owned subsidiary of CDI CHINA, INC. ("JINAN"), and CDI WANDA NEW ENERGY COMPANY, LIMITED, a Chinese limited liability company ("CDI WANDA"). This Amendment is made pursuant to an acquisition agreement dated February 12, 2007 by and among the parties listed hereto. RECITALS: o This Amendment shall serve to update the terms of the agreement between the parties dated February 12, 2007 o CDI WANDA NEW ENERGY COMPANY, LIMITED operates in Jinan, China formerly known as JINAN WANDA NEW ENERGY COMPANY, LIMITED o JINAN ALTERNATIVE ENERGY GROUP CORP., a Florida corporation, is a wholly owned subsidiary of CDI CHINA, INC. o As of February 12, 2007 the total net assets of CDI WANDA are valued at $491,401. CDI CHINA shall contribute capital in the amount of $511,458 to increase the net assets of CDI WANDA from $491,401 to $1,002,859, acquiring 51% majority interest of CDI WANDA. CDI CHINA shall contribute capital of $511,458 on or before April 30, 2007 o CDI CHINA on behalf of JINAN ALTERNATIVE ENERGY GROUP CORP. will contribute capital to acquire a 51% ownership interest in CDI WANDA NEW ENERGY COMPANY, LIMITED. o The remaining shareholders of CDI WANDA agree not to contribute additional capital to CDI WANDA without the express written consent of CDI CHINA, and a majority of the shareholders of CDI WANDA. o In the future in the event the remaining shareholders of CDI WANDA contribute additional capital to increase the net assets of CDI WANDA, CDI CHINA will have the option to contribute capital to CDI WANDA and/or purchase interests from existing shareholders to maintain its 51% majority interest in CDI WANDA. o In the event CDI CHINA consents to allow shareholders to acquire additional interest, and in the event CDI CHINA elects to exercise its option to acquire additional interest to maintain its 51% majority interest; in the aggregate CDI CHINA will allocate a total of $1,350,000 worth of common stock as valued at $4.00 per share on January 30, 2007 as mutually agreed upon by all the parties in the agreement dated February 12, 2007 and an aggregate of $1,350,000 (inclusive of its $511,458 commitment due on or before April 30, 2007) to maintain its 60% majority interest in JIEYANG BIG TREE. -1-

o Future capital to be contributed by CDI CHINA shall be in the form of cash and/or common stock and will not exceed $2,700,000 in total value, inclusive of the $511,458 to be contributed on or before April 30, 2007. o The fair value of the common stock shall be $4.00 per share on February 6, 2007 as mutually agreed upon by the parties in the agreement dated February 12, 2007.

o Future capital to be contributed by CDI CHINA shall be in the form of cash and/or common stock and will not exceed $2,700,000 in total value, inclusive of the $511,458 to be contributed on or before April 30, 2007. o The fair value of the common stock shall be $4.00 per share on February 6, 2007 as mutually agreed upon by the parties in the agreement dated February 12, 2007. o The remaining shareholders of CDI WANDA agree not to contribute capital which would increase the net assets of CDI WANDA in excess of $5,294,118. In the aggregate $2,700,000 shall be contributed to increase the net assets to $5,294,000, as a result of this contribution; the contributing parties will receive a total of 51% of CDI WANDA. The parties hereto acknowledge that as of the date of this amendment, CDI China has contributed an aggregate of $530,000 of these amounts.
CDI CHINA, INC. JINAN WANDA NEW ENERGY COMPANY, LIMITED

/s/ James Wang ------------------------YUEJIAN "JAMES" WANG, CEO

/s/ Dai Feng -----------DAI FENG, CEO

DAI FENG
/s/ Dai Feng -----------DAI FENG

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EXHIBIT 10.2 CDI CHINA, INC. BIG TREE GROUP CORP. JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (the "Agreement") is made and entered into effective on MAY 8, 2007 by and among CDI CHINA, INC. a Florida corporation ("CDI CHINA"), a wholly owned subsidiary of CHINA DIRECT, INC., a Delaware corporation ("CDI"), BIG TREE GROUP CORP. a Florida corporation and a 60% owned subsidiary of CDI CHINA, INC. ("BIG TREE") and JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. This Amendment is made pursuant to an acquisition agreement dated February 12, 2007 by and among the parties listed hereto. RECITALS: o This amendment is to update the terms of the agreement between the parties dated February 12, 2007. o JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. is a Chinese limited liability company, formed as a Sino American joint venture to operate in the toy and entertainment industry in China. o BIG TREE is a 60% owned subsidiary of CDI CHINA o As of February 12, 2007, JIEYANG BIG TREE has net assets of $$447,120. o CDI CHINA will directly acquire a 60% interest in JIEYANG BIG TREE.

EXHIBIT 10.2 CDI CHINA, INC. BIG TREE GROUP CORP. JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (the "Agreement") is made and entered into effective on MAY 8, 2007 by and among CDI CHINA, INC. a Florida corporation ("CDI CHINA"), a wholly owned subsidiary of CHINA DIRECT, INC., a Delaware corporation ("CDI"), BIG TREE GROUP CORP. a Florida corporation and a 60% owned subsidiary of CDI CHINA, INC. ("BIG TREE") and JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. This Amendment is made pursuant to an acquisition agreement dated February 12, 2007 by and among the parties listed hereto. RECITALS: o This amendment is to update the terms of the agreement between the parties dated February 12, 2007. o JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. is a Chinese limited liability company, formed as a Sino American joint venture to operate in the toy and entertainment industry in China. o BIG TREE is a 60% owned subsidiary of CDI CHINA o As of February 12, 2007, JIEYANG BIG TREE has net assets of $$447,120. o CDI CHINA will directly acquire a 60% interest in JIEYANG BIG TREE. o As of February 12, 2007 JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. has net assets of $447,120. o CDI CHINA will issue $268,272 worth of common stock of China Direct, Inc. (53,654 shares of common stock) to the sole shareholder of Jieyang Big Tree to acquire a 60% interest in JIEYANG BIG TREE. The fair value of the common shares is based on the price per share of $5.00 per share on January 30, 2007 as mutually agreed upon in the agreement dated February 12, 2007. CDI China shall issue the common stock on or before June 30, 2007. o The shareholders agree not to contribute additional capital to acquire additional interest in JIEYANG BIG TREE without the express written consent of CDI CHINA. o In the event the shareholders contribute additional capital to acquire additional interests IN JIEYANG BIG TREE, CDI CHINA shall have the option to contribute capital to JIEYANG BIG TREE and/or purchase interest from the remaining shareholders directly to maintain its 60% interest in JIEYANG BIG TREE. o The remaining shareholders agree not to contribute additional capital which would increase the net assets of JIEYANG BIG TREE. -1-

o In the event CDI CHINA consents to allow shareholders to acquire additional interest, and in the event CDI CHINA elects to exercise its option to acquire additional interest to maintain its 60% majority interest; in the aggregate CDI CHINA will allocate a total of $1,200,000 worth of common stock (inclusive of the 53,654 shares of commons tock valued at $268,272) as valued at $5.00 per share on January 30, 2007 as mutually agreed upon by all the parties in the agreement dated February 12, 2007 and an aggregate of $1,000,000 of capital to maintain its 60% majority interest in JIEYANG BIG TREE. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
CDI CHINA, INC. JIEYANG BIG TREE TOY ENTERPRISE CO., LTD.

o In the event CDI CHINA consents to allow shareholders to acquire additional interest, and in the event CDI CHINA elects to exercise its option to acquire additional interest to maintain its 60% majority interest; in the aggregate CDI CHINA will allocate a total of $1,200,000 worth of common stock (inclusive of the 53,654 shares of commons tock valued at $268,272) as valued at $5.00 per share on January 30, 2007 as mutually agreed upon by all the parties in the agreement dated February 12, 2007 and an aggregate of $1,000,000 of capital to maintain its 60% majority interest in JIEYANG BIG TREE. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
CDI CHINA, INC. /s/ Yuejian (James) Wang -----------------------YUEJIAN (JAMES) WANG, CEO JIEYANG BIG TREE TOY ENTERPRISE CO., LTD. /s/ Wei Lin ----------WEI LIN, CEO

BIG TREE GROUP CORP.
/s/ Guihong Zheng ----------------GUIHONG ZHENG

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EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification I, James Wang, certify that: 1. I have reviewed this Form 10-QSB of China Direct, Inc. for the period ended March 31, 2007; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification I, James Wang, certify that: 1. I have reviewed this Form 10-QSB of China Direct, Inc. for the period ended March 31, 2007; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: May 9, 2007 /s/ Yuejian (James) Wang -----------------------Yuejian (James) Wang CEO, principal executive officer

EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification I, Yi (Jenny) Liu, certify that:

EXHIBIT 31.2 Rule 13a-14(a)/15d-14(a) Certification I, Yi (Jenny) Liu, certify that: 1. I have reviewed this Form 10-QSB of China Direct, Inc. for the period ended March 31, 2007; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; 4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and 5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: May 9, 2007 /s/ Yi (Jenny) Liu -----------------Yi (Jenny) Lu Vice President of Finance, principal accounting and financial officer

EXHIBIT 32.1 Section 1350 Certification

EXHIBIT 32.1 Section 1350 Certification In connection with the Form 10-QSB of China Direct, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James Wang, CEO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
May 9, 2007 /s/ Yuejian (James) Wang -----------------------Yuejian (James) Wang, CEO, principal executive officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2 Section 1350 Certification In connection with the Form 10-QSB of China Direct, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Yi (Jenny) Liu, Vice President of Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
May 9, 2007 /s/ Yi (Jenny) Liu -----------------Yi (Jenny) Liu, Vice President of Finance, principal accounting and financial officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2 Section 1350 Certification In connection with the Form 10-QSB of China Direct, Inc. (the "Company") on Form 10-QSB for the period ended March 31, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Yi (Jenny) Liu, Vice President of Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
May 9, 2007 /s/ Yi (Jenny) Liu -----------------Yi (Jenny) Liu, Vice President of Finance, principal accounting and financial officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


								
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