-----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, KjjFlb3wywAlyFnHsBnJSwOAC8CzO8sjC/9Tv6c0g/PPe0SsJIXbUhyVp34VoKwF KVpNi1GNUSZcv7wq59DBVA== 0000950138-06-000735.txt : 20060925 0000950138-06-000735.hdr.sgml : 20060925 20060925142524 ACCESSION NUMBER: 0000950138-06-000735 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060925 DATE AS OF CHANGE: 20060925 GROUP MEMBERS: BARRY M. KITT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WELUND FUND INC CENTRAL INDEX KEY: 0001210618 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 201470649 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78703 FILM NUMBER: 061106361 BUSINESS ADDRESS: STREET 1: 1940 ZINFANDEL DRIVE SUITE C CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 916-768-2160 MAIL ADDRESS: STREET 1: 1940 ZINFANDEL DRIVE SUITE C CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pinnacle China Fund, L.P. CENTRAL INDEX KEY: 0001342419 IRS NUMBER: 203358646 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 972-985-2121 MAIL ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 SC 13G 1 sept_13g-welund.htm PINNACLE CHINA FUND\2006 FILINGS\SEPT 13G-WELUND

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. ___)*

Welund Fund, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

95046P100

(CUSIP Number)

 

September 19, 2006

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

 

o

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).

 

 

 

SCHEDULE 13G

CUSIP NO. 95046P100

Page 2 of 6

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Pinnacle China Fund, L.P., a Texas limited partnership

20-3358646

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

3,000,000 shares of Common Stock

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

3,000,000 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,000 shares of Common Stock

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                        o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.0% (See Item 4)

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

SCHEDULE 13G

CUSIP NO. 95046P100

Page 3 of 6

 

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

 

Barry M. Kitt

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)

o

 

 

(b)

x

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON WITH

 

5

SOLE VOTING POWER

 

3,000,000 shares of Common Stock

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

3,000,000 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,000,000 shares of Common Stock

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                                                                             o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

8.0% (See Item 4)

 

12

TYPE OF REPORTING PERSON

 

IN

 

 

 

SCHEDULE 13G

CUSIP NO. 95046P100

Page 4 of 6

 

 

 

Item 1(a).

Name of Issuer:

Welund Fund, Inc. (the "Issuer")

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

1940 Zinfandel Drive, Suite R

Rancho Cordova, California 95670

 

Items 2(a),

(b) and (c).

Name of Persons Filing, Address of Principal Business Office and

Citizenship:

This Schedule 13G is being filed on behalf of Pinnacle China Fund, L.P. and Barry M. Kitt, as joint filers (collectively, the "Reporting Persons").

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of the Reporting Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4 of each cover page.

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share (the "Common Stock")

 

Item 2(e).

CUSIP Number:

95046P100

Item 3.

Not applicable

Item 4.

Ownership.

 

 

 

(a)

Amount beneficially owned:

 

3,000,000 shares of Common Stock*

 

 

(b)

Percent of class:

 

Based on 37,429,937 shares of Common Stock of the Issuer outstanding as of September 19, 2006, the Reporting Persons hold approximately 8.0%* of the Common Stock of the Issuer.

 

 

SCHEDULE 13G

CUSIP NO. 95046P100

Page 5 of 6

 

 

 

 

 

(c)

Number of shares to which such person has:

   

 

(i)

Sole power to vote or direct the vote: 3,000,000 shares of Common Stock*

   

 

(ii)

Shared power to vote or direct the vote: 0

   

 

(iii)

Sole power to dispose or to direct the disposition of: 3,000,000 shares of Common Stock*

   

 

(iv)

Shared power to dispose of or direct the disposition of: 0

 

 

*This statement is filed on behalf of Pinnacle China Fund, L.P. (“Pinnacle”) and Barry M. Kitt. Pinnacle China Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle China Management, LLC (“Management”) is the general partner of Advisers. Kitt China Management is the manager of Management. Mr. Kitt is the manager of Kitt China Management. As of September 19, 2006, Pinnacle was the beneficial owner of 3,000,000 shares of Common Stock. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle.

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.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported 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 a Group.

Not applicable

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

SCHEDULE 13G

CUSIP NO. 95046P100

Page 6 of 6

 

 

 

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.

Dated:

September 25, 2006

 

PINNACLE CHINA FUND, L.P.

 

By:

Pinnacle China Advisers, L.P., its general partner

 

By:

Pinnacle China Management, LLC, its general partner

 

By:

Kitt China Management, LLC, its manager

 

 

By:

/s/ Barry M. Kitt                                             

Barry M. Kitt, its manager

 

/s/ Barry M. Kitt                                                     

Barry M. Kitt

 

 

SCHEDULE 13G

CUSIP NO. 95046P100

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 3,000,000 shares of Common Stock of Welund Fund, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

 

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on September 25, 2006.

 

PINNACLE CHINA FUND, L.P.

 

By:

Pinnacle China Advisers, L.P., its general partner

 

By:

Pinnacle China Management, LLC, its general partner

 

By:

Kitt China Management, LLC, its manager

 

 

By:

/s/ Barry M. Kitt                                             

Barry M. Kitt, its manager

 

/s/ Barry M. Kitt                                                     

Barry M. Kitt

 

 

 

 

 

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