-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWh319WNZUAk710vKDSrgN+Hgfbbspwg/mwDq9eYzs10JOrUa9GK2drRk9Q97eu9 qJf668wyfn+s/Ttv3RGNKQ== 0001218650-06-000033.txt : 20061113 0001218650-06-000033.hdr.sgml : 20061110 20061113110436 ACCESSION NUMBER: 0001218650-06-000033 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QIAO XING UNIVERSAL TELEPHONE INC CENTRAL INDEX KEY: 0001051846 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61859 FILM NUMBER: 061206388 BUSINESS ADDRESS: STREET 1: QIAO XING BUILDING WU SHI INDUSTRIAL ZON STREET 2: 011-86-752-2808188 CITY: HUIZHOU CITY GUANG D STATE: F4 ZIP: 80111 MAIL ADDRESS: STREET 1: WU SHI INDUSTRIAL ZONE STREET 2: HUIZHOU CITY GUANGDONG PEOPLES REP OF CH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DKR CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0001218650 IRS NUMBER: 340907152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1281 EAST MAIN STREET, 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-324-8400 SC 13G/A 1 xing103106.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under The Securities Exchange Act Of 1934 (Amendment No. 1) Qiao Xing Universal Telephone Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title Class Of Securities) G7303A109 - -------------------------------------------------------------------------------- (CUSIP Number) DKR Capital Partners LP 1281 East Main Street Stamford, Connecticut 06902 (203) 324-8400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a Reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("act") or otherwise subject to the liabilities of that section of the act but shall be subject to all other provisions of the act (however, see the notes). CUSIP No. G7303A109 13G - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DKR Capital Partners LP. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 ---------------------------------------------------------------- 6 SHARED VOTING POWER NUMBER OF 2,000,000 shares of common stock SHARES 2,510,274 Warrants to Purchase 2,510,274 shares of common BENEFICIALLY stock; subject to 9.99% limitation OWNED BY 66,000,000 Convertible Bonds convertible to 6,801,364 EACH shares of common stock; subject to 9.99% limitation REPORTING PERSON WITH ---------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 0 ---------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER NUMBER OF 2,000,000 shares of common stock SHARES 2,510,274 Warrants to Purchase 2,510,274 shares of BENEFICIALLY common stock; subject to 9.99% limitation OWNED BY 66,000,000 Convertible Bonds convertible to 6,801,364 EACH shares of common stock; subject to 9.99% limitation REPORTING PERSON WITH - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 shares of common stock 2,510,274 Warrants to Purchase 2,510,274 shares of common stock; subject to 9.99% limitation 66,000,000 Convertible Bonds convertible to 6,801,364 shares of common stock; subject to 9.99% limitation - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% *If the warrants were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA* *DKR Capital Partners L.P. ("DKR"), a registered investment adviser, is the managing general partner of DKR Oasis Management Company L.P. ("DKROMC"), which is the investment manager of DKR SoundShore Oasis Holding Fund Ltd. ("SoundShore Oasis") and CEDAR DKR Holding Fund Ltd. ("Cedar"). - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT ITEM 1. (A) NAME OF ISSUER: Qiao Xing Universal Telephone Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES Qiao Xing Science Industrial Park Tang Quan Huizhou City, Guangdong People's Republic of China 516023 ITEM 2. (A) NAME OF PERSON FILING: DKR Capital Partners L.P. (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1281 East Main Street Stamford, CT 06902 (C) CITIZENSHIP: Delaware, USA (D) TITLE OF CLASS OF SECURITIES: Common Stock, Warrants, and Convertible Bonds (E) CUSIP NUMBER: G7303A109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), THE PERSON FILING IS: a. Broker or Dealer registered under Section 15 of the Act, b. Bank as defined in Section 3(a)(6) of the Act, c. Insurance Company as defined in Section 3(a)(19) of the Act, d. Investment Company registered under Section 8 of the Investment Company Act, e. |X|INVESTMENT ADVISER REGISTERED UNDER SECTION 203 OF THE INVESTMENT ADVISERS ACT OF 1940 f. Employee Benefit Plan, or Endowment Fund, g. Parent Holding Company or Control Person, h. A saving association i. A church plan that is excluded from the definition of an investment company j. Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED: 2,000,000 shares of common stock 2,510,274 Warrants to Purchase 2,510,274 shares of common stock; subject to 9.99% limitation 66,000,000 Convertible Bonds convertible to 6,801,364 shares of common stock; subject to 9.99% limitation (B) PERCENT OF CLASS: 9.99% *If the warrants and were exercised and the convertible bonds were converted, the filer would hold over 9.99% of the Common Stock upon such exercise. Notwithstanding the foregoing, the warrants and convertible bonds both provide limitations on the exercise of such warrants and conversion of such convertible bonds, such that the number of shares of Common Stock that may be acquired by the holder upon exercise of the warrants and the conversion of the convertible bonds shall be limited to the extent necessary to ensure that following such exercise and conversion the total number of shares of Common Stock then beneficially owned by such holder does not exceed 9.99% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise) for the purposes of Section 13(d) of the Exchange Act. (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE NUMBER OF 2,000,000 shares of common stock SHARES 2,510,274 Warrants to Purchase 2,510,274 shares of common BENEFICIALLY to 9.99% limitation OWNED BY 66,000,000 Convertible Bonds convertible to 6,801,364 EACH shares of common stock; subject to 9.99% limitation REPORTING PERSON WITH (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF NUMBER OF 2,000,000 shares of common stock SHARES 2,510,274 Warrants to Purchase 2,510,274 shares of common BENEFICIALLY to 9.99% limitation OWNED BY 66,000,000 Convertible Bonds convertible to 6,801,364 EACH shares of common stock; subject to 9.99% limitation REPORTING PERSON WITH ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. DKR is the managing general partner of DKROMC and DKROMC is the investment manager of SoundShore Oasis and Cedar. As such, each of DKR and DKROMC has the right to vote, or to direct the vote of, the security covered hereby. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT IS FILED PURSUANT TO RULE 13D-1(B): BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT. SIGNATURE AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. Date: November 13, 2006 /s/ Barbara Burger, President -----END PRIVACY-ENHANCED MESSAGE-----