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Proc-Type: 2001,MIC-CLEAR
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D AMENDMENT NO. 1 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 China Energy Ventures Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 16938B 10 8 (CUSIP Number) July 8, 2004 (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 that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 could alter 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). 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Yang, Wei N/A 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] N/A 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) &n
bsp; [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Chinese NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 6,507,083* 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER 6,507,083* 10 SHARED DISPOSITIVE POWER -0- *Includes 333,333 shares issuable upon exercise of options 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,507,083* *Includes 333,333 shares issuable upon exercise of options 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* &nb
sp; [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.5% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. This statement relates to the Common Stock, $0.001 par value per share (Common Stock) issued by China Energy Ventures Corp., a Nevada corporation (Company), whose principal executive offices are located at 1003, W2, Oriental Plaza, 1 East Chang An Avenue, Dong Chen District, Beijing, China. Item 2. Identity and Background. This statement is filed by Wei Yang, an individual (Reporting Person), whose principal offices are located at 1003, W2, Oriental Plaza, 1 East Chang An Avenue, Dong Chen District, Beijing, China. The Reporting Person has not, during the last five (5) years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Considerations. The Reporting Person acquired 1,923,750 shares of the Companys Common Stock on June 8, 2000 as part of a share exchange in connection with the Company acquiring the outstanding shares of China Broadband (BVI) Corp. The Reporting Person acquired 333,333 options to purchase shares of the Companys Common Stock as partial compensation for consulting services to the Companys subsidiaries. The Reporting Person is a director of Big Sky Energy Canada Ltd. which owns 4,250,000 shares of the Companys Common Stock. On March 10, 2004, the board of directors of Big Sky Energy Canada Ltd., by unanimous written consent, authorized the Reporting Person to have sole voting and dispositive powers of all equity investments of Big Sky Energy Canada Ltd., including the 4,250,000 shares of the Companys Common Stock. Item 4. Purpose of Transaction. The purpose of the transaction in the stock is investment. The Reporting Person has no personal proposals which relate to or would result in the acquisition or disposition of any additional securities of the Company, an extraordinary corporate transaction, a sale or transfer of any material assets of the Company or any of its subsidiaries, any change in the present board of directors or management of the Company, or any other change to the Companys present capitalization, dividend policy, business, corporate structure, charter, by-laws, related instruments, or change causing the Companys common stock to cease to be authorized to be quoted on the Over-the-Counter-Bulletin-Board. Item 5. Interest in Securities of the Issuer. As of the date hereof, the Reporting Person beneficially owns 333,333 options to purchase shares of the Companys Common Stock which are exercisable within the next 60 days. As of the date hereof, the Reporting Person beneficially owns 1,923,750 shares of the Company's Common Stock, comprising 3.4% of the issued and outstanding Common Stock of the Company. The percentage used herein is calculated based upon the 56,344,460 issued and outstanding shares of Common Stock of the Company. The Reporting Person has sole voting and dispositive powers with respect to 1,923,750 shares of Common Stock which he owns. As of the date hereof, the Reporting Person has sole voting and dispositive powers over the 4,250,000 shares of the Companys Common Stock owned by Big Sky Energy Canada Ltd., comprising 7.5% of the issued and outstanding Common Stock of the Company. The percentage used herein is calculated based upon the 56,344,460 issued and outstanding shares of Common Stock of the Company. On July 8, 2004, Big Sky Energy Canada Ltd. transferred 750,000 shares of the Companys Common Stock to Kai Yang, the brother of Wei Yang and Daming Yang who is the Companys President. Subsequent to this transaction, Big Sky Energy Canada Ltd. has 4,250,000 shares of the Companys Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. On October 21, 2002, the Reporting Person received a grant of a stock option in the amount of 500,000 shares with an exercise price of $0.05 per share. One third of the option vested upon granting with each successive third vesting on the first and second anniversary of the grant. The option expires on October 21, 2007. On January 1, 2004, the Reporting Person and the Issuer entered into a consulting agreement under which the Reporting Person is paid a consulting fee of $5,000.00 per month for his services. The Reporting Person is the brother of Daming Yang, the Companys President and a director. The Reporting Person sits on the board of directors of three of the Companys subsidiaries: Big Sky Canada Ltd., Chengdu Big Sky Network Technology Services Ltd. and Sichuan Huayu Big Sky Network Ltd. On March 10, 2004, in a written resolution of the board of Big Sky Energy Canada Ltd., the Reporting Person was given sole voting and dispositive powers of the Common Stock of the Company held by Big Sky Energy Canada Ltd. Item 7. Material to be Filed as Exhibits. Exhibit Description 1 1 Stock Option Agreement Number 70 between the Company and Wei Yang 2 1 Written consent of the board of directors of Big Sky Energy Canada Ltd. dated March 10, 2004 (1) Previously filed on Schedule 13D on March 22, 2004 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. July 14, 2004 (Date) /s/ Thomas Milne (Signature) Thomas Milne Attorney-in-Fact (Name/Title) POWER OF ATTORNEY I, Wei Yang, hereby appoint Thomas G. Milne my attorney-in-fact to:
I grant to the attorney-in-fact full power and authority to do and perform any act necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present. I ratify and confirm all that such attorney-in-fact shall lawfully do by the rights and powers granted by this Power of Attorney. The attorney-in-fact shall have full power of substitution or revocation.
I acknowledge that the attorney-in-fact, in serving in such capacity at my request, is not assuming, nor is the Company assuming, any of my responsibilities to comply with Rule 13d-1 or Rule 13d-2 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until I am no longer required to file the Forms with respect to my holding of and transactions in securities issued by the Company, unless I earlier revoke it in writing delivered to the Office of the Corporate Secretary of the Company.
/s/ Wei Yang
Wei Yang
February 12, 2002