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): ~~January~~February 145, 2005

CHINA ENERGY & CARBON BLACK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State of Incorporation)

0-30173

(Commission File No.)

58-1667944

(IRS Employer Identification No.)

Flat A, 8/Floor

No. 65 Sing Woo Road

Happy Valley, Hong Kong

(Address of principal executive offices)

011-86-24-2318-0688

(Registrant’s telephone number)

386 Qingnian Avenue

Shenyang, China 110004

(Former address of principal executive offices)

[ ]

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))

Section 1 -– Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

As used in this report, “we”, “us,” “our,” “Company” or “CHEY” refers to China Energy & Carbon Black Holdings, Inc., a Nevada corporation.

On ~~January~~February 147, 2005, weour ~~entered~~wholly-owned ~~into~~subsidiary, anYaKeLa ~~Agreement~~Carbon ~~for~~Black ~~Share Exchange~~ (~~the~~ “~~Agreement~~YaKeLa”) ~~with South Xinjiang Power Holdings Limited~~, aentered ~~Hong~~into ~~Kong~~material ~~corporation~~contracts ~~(“South~~for ~~Xinjiang”),~~the production and ~~Mr.~~sale ~~Wang~~of ~~Lei~~several ~~(“Shareholder”),~~brands ~~the~~of ~~sole~~their ~~shareholder~~specialty ofcarbon ~~South Xinjiang~~black. ~~Pursuant~~Under to the ~~Agreement~~contracts, weYaKeLa ~~agreed~~will tosell ~~acquire~~8,300 ~~100%~~tons of ~~the~~carbon ~~issued~~black ~~and~~to ~~outstanding~~four ~~shares~~major oftire ~~South~~and ~~Xinjiang~~rubber makers in ~~exchange for the issuance of 1,338,150 shares of our common stock~~China.

~~South~~Hongzhou ~~Xinjiang~~Chong ~~owns~~Che aTire ~~power~~Company ~~plant~~and inGui ~~Xinjiang,~~Zhou aGuiyang ~~northwestern~~have ~~province~~contracted infor ~~China,~~orders ~~with~~of an4,000 ~~estimated~~and ~~asset~~2,500 ~~net~~tons ~~asset~~respectively, ~~value~~ of ~~approximately~~YaKeLa’s ~~$1,000,000~~specialty carbon black. InDong ~~the~~Hua ~~event~~Rubber ofLimited ~~completion~~and ofDong ~~the~~Tian ~~share~~Rubber ~~exchange~~and ~~transaction~~Chemicals ~~contemplated~~Limited byhave ~~the~~also ~~Agreement,~~contracted ~~South~~for ~~Xinjiang~~orders ~~will~~of be1,000 aand ~~wholly-owned~~800 ~~subsidiary~~tons of ~~the~~carbon ~~Company~~black.

~~Other~~The ~~than~~Company ~~in respect of the Agreement, there~~ is noprojecting ~~material~~2005 ~~relationship~~gross ~~between~~revenue ~~the~~of ~~Company~~approximately or$3,500,000 ~~its~~from ~~affiliates~~these ~~and~~four ~~any of the other parties~~contracts.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c)

~~Exhibits.~~The following exhibits are filed herewith:

210.1

~~The~~Contract ~~Agreement~~dated ~~for~~February ~~Share~~5, ~~Exchange~~2005 ~~signed~~by and between ~~the~~Gui ~~Company,~~Zhou ~~South~~Guiyang ~~Xinjiang~~Tires ~~Power~~Company ~~Holdings~~ Limited, and ~~the~~Xin ~~Shareholder,~~Jiang ~~dated~~YaKeLa ~~January~~Carbon ~~14,~~Black ~~2005~~Limited.

10.2

Contract dated February 5, 2005 by and between Dong Tian Rubber and Chemicals Limited and Xin Jiang YaKeLa Carbon Black Limited.

10.3

Contract dated February 5, 2005 by and between Hongzhou Chong Che Tire Limited and Xin Jiang YaKeLa Carbon Limited.

10.4

Contract dated February 5, 2005 by and between Dong Hua Rubber Limited and Xin Jiang YaKeLa Carbon Limited.

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.

CHINA ENERGY & CARBON BLACK HOLDINGS INC. (Registrant) Date: ~~January~~February 2010, 2005 By: /s/ Guo Yuan Wang, Chairman and CEO

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