UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~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~~June 514, 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.)
Nevada (State or Other Jurisdiction of Incorporation)	0-30173 (Commission File Number)	58-1667944 (IRS Employer Identification Number)
Flat A, 8/Floor No. 65 Sing Woo Road Happy Valley, Hong Kong (Address of principal executive offices)
386 Qingnian Avenue Shenyang, China 110004 (Address of Principal Executive Offices)			110004 (Zip Code)
011-86-24-2318-0688 (Registrant’s telephone number)
386 Qingnian Avenue Shenyang, China 110004 (Former address of principal executive offices)

~~[ ]~~Registrant’s telephone number, including area code 011-86-24-2318-0688

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)

~~[ ]~~q

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~q

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~q

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 ~~February~~June 714, 2005, ~~our~~we ~~wholly-owned~~entered ~~subsidiary~~into a Redemption Agreement with John C.Y. Chiu, ~~YaKeLa~~one ~~Carbon~~of ~~Black~~our ~~(“YaKeLa”)~~shareholders. Pursuant to the agreement we have agreed redeem or acquire 300,000 ~~entered~~shares ~~into~~of ~~material~~our ~~contracts~~issued and outstanding common stock from Mr. Chiu in exchange for the ~~production~~transfer ~~and~~or ~~sale~~conveyance to him of ~~several~~100 ~~brands~~shares of ~~their~~the ~~specialty~~issued ~~carbon~~and ~~black. Under~~outstanding ~~the~~common ~~contracts,~~stock ~~YaKeLa~~of ~~will~~AT ~~sell~~Group 8Limited,~~300~~ ~~tons~~a Hong Kong corporation (“AT Group”). The shares of ~~carbon~~AT ~~black~~Group to ~~four~~be ~~major~~conveyed ~~tire~~to Mr. Chiu are currently owned by CHEY and ~~rubber~~represent ~~makers~~100% inof ~~China~~the issued and outstanding shares of AT Group.

~~Hongzhou~~The ~~Chong~~closing ~~Che~~under ~~Tire~~the ~~Company~~Redemption ~~and~~Agreement ~~Gui~~is ~~Zhou~~scheduled ~~Guiyang have contracted~~ for ~~orders~~June ~~of 4~~30,~~000~~ ~~and 2~~2005,~~500~~ ~~tons~~or ~~respectively,~~such ofearlier ~~YaKeLa’s~~date ~~specialty~~as ~~carbon~~the ~~black. Dong~~parties ~~Hua~~may ~~Rubber~~mutually ~~Limited and Dong Tian Rubber and Chemicals Limited have also contracted for orders of 1,000 and 800 tons of carbon black~~agree.

The Company is projecting 2005 gross revenue of approximately $3,500,000 from these four contracts.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c)

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

102.14

~~Contract~~Redemption Agreement dated ~~February~~June 514, 2005, ~~by and~~ between ~~Gui~~the ~~Zhou Guiyang Tires~~ Company ~~Limited~~ and ~~Xin~~John ~~Jiang~~C.Y. ~~YaKeLa Carbon Black Limited~~Chiu.

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~~registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

CHINA ENERGY & CARBON BLACK HOLDINGS INC. (Registrant) Date: ~~February~~June 1021, 2005 By: /s/ Guo Yuan Wang, Chairman and CEO

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