UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CHINA SXAN BIOTECH, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
16943G100
(CUSIP Number)
Feng Zhen Xing
c/o American Union Securities
100 Wall Street 15th Floor
New York, NY 10005
[212-232-0120]
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 20, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Page 1 of 5
|
|
|
CUSIP No.
460984107 SCHEDULE 13D
1 | NAME OF REPORTING PERSON and I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Feng Zhen Xing | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x ] | |||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS: OO | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 14,400,000 | ||
8 | SHARED VOTING POWER 0 | |||
9 | SOLE DISPOSITIVE POWER 14,400,000 | |||
10 | SHARED DISPOSITIVE POWER 0 | |||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,400,000 | |||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES : | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.7% | |||
14 | TYPE OF REPORTING PERSON IN | |||
Page 2 of 5
|
|
|
Item 1. Security and Issuer.
This Schedule relates to shares of common stock, par value $0.001 per share, of China SXAN Biotech, Inc. (the “Company”). The Company’s U.S. offices are located at c/o American Union Securities 100 Wall St. 15th Floor New York, NY 10005.
Item 2. Identity and Background.
(a)
This Schedule is filed by Feng Zhen Xing (the “Reporting Person”)
(b)
The Reporting Person’s business address is c/o Tieli XiaoXingAnLing Forest Frog Breeding Co., Ltd., Three-Kilometer Spot Along the Hayi Highway, Tieli City, Heilongjiang Province, P.R. China.
(c)
Present Principal Occupation or Employment: Chief Executive Officer and Chief Financial Officer of China SXAN Biotech, Inc.
(d)
During the past five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar proceedings).
(e)
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 as a result of which he was subject to 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 violation with respect to such laws.
(f)
The Reporting Person is a People’s Republic of China citizen.
Item 3. Source and Amount of Funds or Other Consideration
The shares were obtained in exchange for shares of Series B Preferred Stock issued by China SXAN Biotech, Inc. The Reporting Person acquired the Series B Preferred Stock on July 11, 2007 in connection with the merger of American SXAN Biotech, Inc., of which the Reporting Person was a shareholder, into a subsidiary of China SXAN Biotech, Inc.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Issuer's securities was consideration for completing the Merger, which closed on July 11, 2007. Upon closing of the Merger on July 11, 2007, the Board of Directors of the Issuer accepted the resignations of the following officers and directors:
Name Position
Gary E. Ball
President, Chief Executive Officer, Chief Financial Officer, Director
Gary L. Bane
Director
James Watson Director
Upon closing of the Merger on July 11, 2007, the Board of Directors of the Issuer appointed the following people as directors and executive officers:
Page 3 of 5
|
|
|
Name Position
Feng Zhen Xing
President, Chief Executive Officer, Chief Financial Officer, Director
Feng Guo Wu
Secretary, Director
Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Persons do not have any plan or proposal that relates to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Person reserves the right to effect any such actions as she may deem necessary or appropriate in the future.
The information set forth in Item 3 of this Schedule 13D is incorporated by reference.
Item 5. Interest in Securities of the Issuer.
(a)
The Reporting Person is the record holder of 14,400,000 shares of Company common stock, representing in the aggregate approximately 76.7% of the issued and outstanding Company common stock.
(b)
The Reporting Person has sole voting and dispositive power of the 14,400,000 shares of Company stock.
Page 4 of 5
|
|
|
(c)
Except as described herein, the Reporting Person has not effected any transaction in Issuer’s Common Stock during the past 60 days.
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, any securities beneficially owned by the Reporting Person.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect to Securities of the Issuer
Except as described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finders’ fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information contained in this Statement is true, complete and correct.
_DECEMBER 10, 2007__________________
Date
Signature: _/S/ FENG ZHEN XING
FENG ZHEN XING
Page 5 of 5
|
|
|