1
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Xiuhe
Li
|
|
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
New
Zealand
|
|
7
|
SOLE
VOTING POWER
17,407,550
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
17,407,550
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,407,550
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.13%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Profit
Gain 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
17,407,550
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
17,407,550
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,407,550
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.13%
|
|
14
|
TYPE
OF REPORTING PERSON
HC
|
a.
|
The
names of the Reporting Persons are Ms. Li and Profit
Gain.
|
b.
|
The
business address of Ms. Li is 5th
Floor, Chigo Sales Center, Fenggang Road, Lishui Town, Nanhai, Guangdong
Province, P.R. China. The registered office of Profit Gain is
also 5th
Floor, Chigo Sales Center, Fenggang Road, Lishui Town, Nanhai, Guangdong
Province, P.R. China.
|
c.
|
Ms.
Li’s principal business is acting as a private investor. Ms. Li
is also the CEO, CFO and Sole Owner of Profit Gain. Profit
Gain’s principal business is that of a holding company for investments
made by Ms. Li.
|
d.
|
During
the past five years, neither Ms. Li nor Profit Gain has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
|
e.
|
During
the past five years, neither Ms. Li nor Profit Gain 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.
|
Profit
Gain is a company organized and existing under the laws of the British
Virgin Islands.
|
Sole Voting Power
|
||||
Name of Person
|
Number of Shares
|
Percent Outstanding
|
||
Ms.
Li
|
17,407,550
|
34.13%
|
||
Shared Voting Power
|
||||
Name of Person
|
Number of Shares
|
Percent Outstanding
|
||
Ms.
Li
|
-0-
|
0%
|
||
Sole Dispositive Power
|
||||
Name of Person
|
Number of Shares
|
Percent Outstanding
|
||
Ms.
Li
|
17,407,550
|
34.8%
|
||
Shared Dispositive Power
|
||||
Name of Person
|
Number of Shares
|
Percent Outstanding
|
||
Ms.
Li
|
-0-
|
0%
|
|
c.
|
Not
applicable.
|
|
d.
|
None.
|
|
e.
|
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|