SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CD INTERNATIONAL ENTERPRISES, INC. (Last) (First) (Middle) 431 FAIRWAY DRIVE SUITE 200 (Street) DEERFIELD BEACH FL 33441 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ziyang Ceramics Corp [ ZYCI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/06/2012		S		2,367,245	D	$0.008	65,522,147	I	See footnote(1)
Common Stock	01/27/2012		C(2)		698,223(2)(6)	A	(2)	862,028(2)(6)	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
3% Convertible Note	$7.2(2)	06/30/2011		J(2)		1,538,223(2)		(4)	(4)	Common Stock	1,538,223(2)	(2)	1,538,223(2)	I	See footnote(5)
3% Convertible Note	$7.2(2)	01/27/2012		C(2)		1,538,223(2)(6)		01/27/2012	01/27/2012	Common Stock	1,538,223(2)(6)	(2)	0(2)	D

1. Name and Address of Reporting Person* CD INTERNATIONAL ENTERPRISES, INC. (Last) (First) (Middle) 431 FAIRWAY DRIVE SUITE 200 (Street) DEERFIELD BEACH FL 33441 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* China Direct Investments, Inc. (Last) (First) (Middle) 431 FAIRWAY DRIVE, SUITE 200 (Street) DEERFIELD BEACH FL 33441 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Capital One Resource Co., Ltd. (Last) (First) (Middle) ROOM 804, SINO CENTRE, 582-592 NATHAN RD (Street) HONG KONG K3 852 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CDI Shanghai Management Co.,Ltd. (Last) (First) (Middle) 59 MAOMING RD. (S) W6351, JINJIANG JUNLING MANSION (Street) SHANGHAI F4 200020 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares are owned directly by subsidiaries of CD International Enterprises, Inc. as follows: China Direct Investments, Inc. 61,522,147 shares and CDI Shanghai Management Co. 4,000,000 shares. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities.

2. Reporting Person received a 3% Convertible Note in the principal amount of $11,075,206 (the "Convertible Note") as compensation under a June 13, 2011 consulting agreement with the Issuer that was payable upon completion of the Issuer's acquisition of China Ziyang Technology Co., Ltd. Of the 1,538,223 Issuer's shares issuable under the Convertible Note, after giving effect to the 400 for 1 reverse stock split completed on January 27, 2012, 840,000 shares are beneficially owned by a subcontractor to the Reporting Person who is an unrelated third party that provided services to the Reporting Person in connection with the acquisition of China Ziyang Technology. The Reporting Person disclaims beneficial ownership of the 840,000 shares beneficially owned by this contractor and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of these shares for purposes of Section 16 or any other purpose.

3. Shares are owned directly by subsidiaries of CD International Enterprises, Inc. as follows: China Direct Investments, Inc. 552,917 shares, CDI Shanghai Management Co. 10,000 shares and Capital One Resource Co, Ltd. 299,111 shares. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities. These share amounts give effect to the 400 for 1 reverse stock split completed on January 27, 2012.

4. Automatically convertible into shares of the Issuer's common stock upon the Issuer's completion of the 400 for 1 reverse stock split on January 27, 2012.

5. The Convertible Note is owned by Capital One Resources, Ltd. (33.3% interest) and China Direct Investments, Inc. (66.7% interest) which are subsidiaries of CD International Enterprises, Inc. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities.

6. All share amounts as of January 27, 2012 and later give effect to the 400 for 1 reverse stock split completed on January 27, 2012.

Remarks:

	Lazarus Rothstein (See signatures of other Reporting Persons on the attached Exhibit 99.1)	06/21/2012
	** Signature of Reporting Person	Date
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