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): February 6, 2009
DEER
CONSUMER PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-131168
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20-5526104
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(State
or other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Area
2, 1/F, Building M-6, Central High-Tech Industrial Park, Nanshan,
Shenzhen, China
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518057
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (86)
755-8602-8285
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(Former
name or former address if changed since last
report.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
Item
3.02 Un-Registered Sales of Equity Securities
In
accordance with Rule 135c of the Securities Act of 1933, as amended (the
“Securities Act”), Deer Consumer Products, Inc. hereby announces on February 6,
2009 that it had received $500,000 USD, in excess of the minimum required, from
the placement of units of its securities consisting of shares of common stock,
par value $.001 per share, and stock purchase warrants (15% warrant coverage) in
a private placement exempt from registration under the Securities Act, and that
the private placement will be extended through March 31, 2009. It is
intended that the proceeds of the private placement will be used primarily for
working capital.
A total
of 625,000 units, each unit representing one share of our common stock and a
three year common stock purchase warrant in the amount of 15% of the units
purchased, were sold through the end of business February 6,
2009. Each unit is priced at $.80 with $500,000 in total having been
received.
Fees of
(i) 9% of the securities placed payable in cash, and (ii) a number of common
stock purchase warrants equal to 10% of the number of units placed were paid to
participating selected dealers.
The stock
purchase warrants have a term of three years and are exercisable for one share
of common stock at an initial exercise price of $1.50.
The
securities offered in the private placement have not been registered under the
Securities Act, or any state securities laws, and unless so registered, may not
be sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws.
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.
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DEER
CONSUMER PRODUCTS, INC
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By:
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/s/
Ying He
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Date:
February 8, 2009
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Name:
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Ying
He
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