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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires:
February 28, 2009
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Estimated
average burden hours
per response. . . 14.5
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| CUSIP No. 16938Y-20-713D |
Page
2 of 6
Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Xiqun
Yu
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) £
(b) £
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions) OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e)
£
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6.
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Citizenship
or Place of Organization
People’s
Republic of China
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Number
of
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7.
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12,683,333(1)(2)
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Sole
Voting Power
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Shares
Bene-ficially by
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8.
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0
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Shared
Voting Power
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Owned
by Each
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9.
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12,683,333(1)(2)
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Sole
Dispositive Power
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Reporting
Person With
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10.
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0
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person: 12,683,333(1)(2)
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)£
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13.
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Percent
of Class Represented by Amount in Row (11) 65.6%
(3)
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14.
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Type
of Reporting Person (See Instructions): IN
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CUSIP
No. 16938Y-20-7
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a.
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This
statement is being filed by Xiqun Yu, sometimes referred to herein
as the
“Reporting Person.”
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b.
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The
business address of Xiqun Yu is 58
Heng Shan Road, Kun Lun Shopping Mall, Harbin, The People’s Republic of
China 150090.
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c.
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Xiqun
Yu is President and Chief Executive Officer of the Issuer. The address
of
the Issuer’s principal executive office is listed
above.
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d.
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During
the last five years, the Reporting Person has not been convicted
in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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e.
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During
the last five years, the Reporting Person has not been a party to
a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state
securities laws or finding any violations with respect to such laws.
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f.
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Xiqun
Yu is a citizen of the People’s Republic of China.
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a.
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As
of the filing date of this Statement, the Reporting Person owns
12,683,333
shares,
or 65.6%, of the Issuer’s outstanding common stock, par value $0.001 per
share. This percentage assumes that there are 19,332,041
shares
of common stock outstanding as of November 9, 2007.
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b.
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The
Reporting Person has the sole power to vote or direct the vote
and dispose
or direct the disposition of the Shares.
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c.
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On
September 26, 2006, the Reporting Person pledged 2,619,866 shares
of his
common stock as collateral with respect to the certain indebtedness
of the
Issuer. Such indebtedness was paid in full by the Issuer in May
2007 and
as a result, such pledge was terminated.
On
May 8, 2007, the Reporting Person placed in escrow the Escrow Shares
pursuant to the terms of a Securities Purchase Agreement, dated
as of May
8, 2007, as amended on May 23, 2007 and June 8, 2007 (the “Purchase
Agreement”), between the Issuer and certain investors who are parties
thereto, and a certain Escrow Agreement dated as of May 2007 between
the
Issuer, the Reporting Person, Sichenzia Ross Friedman Ference LLP,
as
Escrow Agent, and other persons parties thereto. All or a portion
of the
Escrow Shares will be released from escrow and delivered to the
Issuer,
based on a formula set forth in the Purchase Agreement, for cancellation,
if the Issuer does not meet certain levels of EBITDA for the year
ended
December 31, 2007. If such EBITDA levels are met, the Escrow Shares
will be returned to the Reporting
Person.
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d.
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No
other person is known to have the right to receive or the power
to direct
the receipt of dividends from, or the proceeds from the sale of
Shares
reported on this Statement.
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e.
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Not
applicable.
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| 1. |
Plan
of Exchange dated September 15, 2004 by and among the Issuer, Zhong
He Li Da Education Technology, Inc., a corporation organized and
existing
under the laws of the People’s Republic of China and Duane Bennett, which
is incorporated hereby by reference to Exhibit 10.1 to the Issuer’s
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on
December 15, 2004.
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| 2. |
Form
of Promissory Note dated September 29, 2006, by the Registrant, which
is
incorporated herein by reference to Exhibit 10.1 to the Issuer’s Form 8-K
filed with the SEC on
November 2, 2006
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| 3. |
Stock
Pledge Agreement dated September 29, 2006, between the Reporting
Person
and the agent who is a party thereto, which is incorporated herein
by
reference to Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on
November 2, 2006.
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| 4. |
Securities
Purchase Agreement dated May 8, 2007, among the Issuer, Barron Partners,
LP and the other investors named therein, which is incorporated herein
by
reference to Exhibit 99.1 to the Issuer’s Form 8-K filed with the SEC
on May 15, 2007.
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| 5. |
Amendment
to Securities Purchase Agreement dated May 23, 2007, among the Issuer,
Barron Partners, LP and the other investors named therein, which
is
incorporated herein by reference to Exhibit 99.1 to the Issuer’s Form 8-K
filed with the SEC on June 7, 2007.
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| 6. |
Amendment
No. 2 to Securities Purchase Agreement dated June 8, 2007, among
the
Issuer, Barron Partners, LP and the other investors named therein,
which
is incorporated herein by reference to Exhibit 99.1 to the Issuer’s Form
8-K filed with the SEC on June 20,
2007.
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| 7. |
Closing
Escrow Agreement, dated May 8, 2007, among the Issuer, Barron Partners,
LP
and the other investors named therein and the escrow agent named
therein,
which is incorporated herein by reference to Exhibit 99.3 to the
Issuer’s
Form 8-K filed with the SEC on June 7, 2007.
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/s/
Xiqun Yu
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Xiqun
Yu, President and CEO
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