|
1
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Benny
Lee
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
PF
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong
Kong SAR of the People’s Republic of China
|
|
|
7
|
SOLE
VOTING POWER
33,951,667
|
|
|
8
|
SHARED
VOTING POWER
-0-
|
|
|
9
|
SOLE
DISPOSITIVE POWER
16,544,117
|
|
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,951,667
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.9%
|
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
|
1
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
East
Sincere Management Limited
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
|
|
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
|
7
|
SOLE
VOTING POWER
33,951,667
|
|
|
8
|
SHARED
VOTING POWER
-0-
|
|
|
9
|
SOLE
DISPOSITIVE POWER
16,544,117
|
|
|
10
|
SHARED
DISPOSITIVE POWER
-0-
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,951,667
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.9%
|
|
|
14
|
TYPE
OF REPORTING PERSON
HC
|
|
|
|
a.
|
The
names of the Reporting Persons are Mr. Lee and East
Sincere.
|
| b. |
The
business address of Mr. Lee is Room 1701, 17/F, Henan Building, 90
Jaffee
Road, Wanchi, Hong Kong SAR of the People’s Republic of China. The
registered office of East Sincere is also Room 1701, 17/F, Henan
Building,
90 Jaffee Road, Wanchi, Hong Kong SAR of the People’s Republic of
China.
|
|
|
c.
|
Mr.
Lee’s principal business is acting as the Chairman, CEO, CFO and Secretary
of the Issuer, and his principal business address is Room 1701, 17/F,
Henan Building, 90 Jaffee Road, Wanchi, Hong Kong SAR of the People’s
Republic of China. Mr. Lee is also the CEO, CFO and Sole Owner of
East
Sincere. East Sincere’s principal business is that of a holding company
for investments made by Mr. Lee.
|
|
|
d.
|
During
the past five years, neither Mr. Lee nor East Sincere has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
|
|
e.
|
During
the past five years, neither Mr. Lee nor East Sincere has been a
party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding either of them was or
is
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. | East Sincere is a company organized and existing under the laws of the British Virgin Islands. |
|
·
|
The
parties to the Agreement agreed that AXIO shall not consummate a
reverse
stock split or any similar reclassification or combination of
its common stock for a period of one year from October 1,
2007.
|
|
·
|
Bennett
and the Northeast Nominee Trust agreed to execute and deliver to
Eastern
Concept a Leak-Out Agreement which limits the ability of
Bennett and the Northeast Nominee Trust to sell any portion of the
1,000,000 share block of AXIO common stock retained by Bennett as
part of
the transaction for a period of one year from the date thereof in
excess
of 10,000 shares per day.
|
|
·
|
On
the Closing Date, the Registrant paid and satisfied all of its
“liabilities” as such term is defined by U.S. GAAP as of the
closing.
|
|
SOLE
VOTING POWER
|
||||
|
Name
of Person
|
Number
of Shares
|
Percent
Outstanding
|
||
|
Mr.
Lee
|
33,951,667
|
67.9%
|
||
|
SHARED
VOTING POWER
|
||||
|
Name
of Person
|
Number
of Shares
|
Percent
Outstanding
|
||
|
Mr.
Lee
|
-0-
|
0%
|
||
|
SOLE
DISPOSITIVE POWER
|
||||
|
Name
of Person
|
Number
of Shares
|
Percent
Outstanding
|
||
|
Mr.
Lee
|
16,544,117
|
33.1%
|
||
|
SHARED
DISPOSITIVE POWER
|
||||
|
Name
of Person
|
Number
of Shares
|
Percent
Outstanding
|
||
|
Mr.
Lee
|
-0-
|
0%
|
||
|
|
c.
|
Not
applicable.
|
|
|
d.
|
None.
|
|
|
e.
|
Not
applicable.
|