UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock | Â (4) | Â (2) | Common Stock | 4,500,000 | $ (3) | I | Capital One Resources Co., Ltd. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CD INTERNATIONAL ENTERPRISES, INC. 431 FAIRWAY DRIVE SUITE 200 DEERFIELD BEACH, FL 33441 |
 |  X |  |  |
China Direct Investments, Inc. 431 FAIRWAY DRIVE, SUITE 200 DEERFIELD BEACH, FL 33441 |
 |  X |  |  |
Capital One Resource Co., Ltd. ROOM 804, SINO CENTRE, 582-592 NATHAN RD HONG KONG, K3 852 |
 |  X |  |  |
/s/ Yuejian (James) Wang (See signatures of other Reporting Persons on the attached Exhibit 99.1) | 01/29/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 62,500 shares are owned directly by China Direct Investments, Inc. ("CDI") and 250,000 shares are owned by Capital One Resource Co., Ltd., all of which are subsidiaries of CD International Enterprises, Inc. CD International Enterprises, Inc. is the indirect beneficial owner of the reported securities. |
(2) | None |
(3) | Each share of Series B Convertible Preferred Stock converts into 10 shares of Common Stock. |
(4) | Immediate unless conversion would result in beneficial ownership by Capital One and its affiliates of more than 9.99% of the outstanding shares of the Issuer's common stock (after taking into account the shares to be issued to Capital One upon such conversion). |