Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Price
per unit or other underlying value of transaction pursuant to Exchange
Act
Rule 0-11. (Set forth the amount on which the filing fee is
calculated and state how it was determined.)
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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September
18, 2007
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Chunshi
Li
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Chief
Executive Officer
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Name
and Address of
Beneficial
Owner
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Amount
and Nature
of
Beneficial
Ownership(1)
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Percentage
of
Class
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Chunshi
Li
Tongliao
Economic Development Zone
Tongliao
City, Inner Mongolia
P.R.
China
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569,348,000 | (2) | 66.0 | % | ||||
Frank
Yuan
9436
Jacob Lane
Rosemead,
CA 91731
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2,901,311
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0.3 | % | |||||
All
officers and directors
as
a group (2 person)
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572,249,311 | (2) | 66.3 | % |
(1)
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Except
as otherwise noted, all shares are owned of record and
beneficially.
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(2)
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Includes
Series A Preferred Shares convertible into 382,843,399 shares
of common
stock that Mr. Li is holding as nominee for other
shareholders. Mr. Li has voting control over those shares, but
does not have dispositional control or an interest in the proceeds
of the
shares.
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Prior
to
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After
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Recapitalization
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Recapitalization
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||||||
Shares
of Common Stock:
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Authorized
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45,000,000
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100,000,000
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|||||
Issued
and outstanding
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8,626,480
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297,465
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|||||
Available
for issuance
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36,373,520
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99,702,535
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|||||
Issuable
upon conversion of Series A Preferred
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854,022,000
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29,449,035
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|||||
Outstanding
if all Series A Preferred is converted
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862,648,480
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29,746,500
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|||||
Available
for issuance after conversion of all Series A Preferred
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0
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70,253,500
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