-----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, TcnemmugqmZJC/jrZIw5BAtrS1QJJAcA8lC935ha+F+ad3xII71n1f1su40+dRkn tjAKMrTV06Slk2+ygdCEQA== 0000950138-07-000625.txt : 20070806 0000950138-07-000625.hdr.sgml : 20070806 20070806155524 ACCESSION NUMBER: 0000950138-07-000625 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070806 DATE AS OF CHANGE: 20070806 GROUP MEMBERS: BARRY M. KITT GROUP MEMBERS: THE PINNACLE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Water & Drinks Inc.. CENTRAL INDEX KEY: 0001344133 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202304161 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83037 FILM NUMBER: 071027890 BUSINESS ADDRESS: STREET 1: 9101 WEST SAHARA SUITE 105-195 CITY: LAS VEGAS STATE: NV ZIP: 89117-5772 BUSINESS PHONE: 702-528-2499 MAIL ADDRESS: STREET 1: 9101 WEST SAHARA SUITE 105-195 CITY: LAS VEGAS STATE: NV ZIP: 89117-5772 FORMER COMPANY: FORMER CONFORMED NAME: UGODS, INC. DATE OF NAME CHANGE: 20051214 FORMER COMPANY: FORMER CONFORMED NAME: Alexander Long DATE OF NAME CHANGE: 20051110 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 aug6_13g-chinawater.htm PINNACLE CHINA FUND\2007\AUG 6 13G-CHINA WATER

 

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. ___)*

 

 

China Water and Drinks Inc.

 

 

(Name of Issuer)

 

 

 

 

Common Stock, par value $0.001 per share

 

 

(Title of Class of Securities)

 

 

 

 

169477 106

 

 

(CUSIP Number)

 

 

 

 

July 12, 2007**

 

 

(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. 169477 106

Page 2 of 8

 

 

 

 

 

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

 

8,955,224 shares of Common Stock

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

8,955,224 of Common Stock

 

8

SHARED DISPOSITIVE POWER


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,955,224 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)

 

9.7% (See Item 4)

 

12

TYPE OF REPORTING PERSON

 

PN

 

SCHEDULE 13G

CUSIP NO. 169477 106

Page 3 of 8

 

 

 

 

 

1

 

NAMES OF REPORTING PERSONS

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

 

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

75-2512784

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

 

8,955,224 shares of Common Stock

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

8,955,224 of Common Stock

 

8

SHARED DISPOSITIVE POWER


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,955,224 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)

 

9.7% (See Item 4)

 

12

TYPE OF REPORTING PERSON

 

PN

 

SCHEDULE 13G

CUSIP NO. 169477 106

Page 4 of 8

 

 

 

 

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

 

17,910,448 shares of Common Stock

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

17,910,448 shares of Common Stock

 

8

SHARED DISPOSITIVE POWER


0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

17,910,448 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)

 

19.4% (See Item 4)

 

12

TYPE OF REPORTING PERSON

 

IN

 

SCHEDULE 13G

CUSIP NO. 169477 106

Page 5 of 8

 

 

Item 1(a).

Name of Issuer:

China Water and Drinks Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

17, J Avenue Yijing Garden, Aiguo Road, Luohu District,

Shenzhen City, PRC 518000

 

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. (“Pinnacle China”), The Pinnacle Fund, L.P. (“Pinnacle”) 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 “Exchange Act”).

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:

169477 106

Item 3.

Not applicable

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:

 

17,910,448 shares of Common Stock*

 

 

(b)

Percent of class:

 

Based on 92,388,061 shares of Common Stock of the Issuer outstanding as of July 12, 2007**, the Reporting Persons hold approximately 19.4%* of the issued and outstanding Common Stock of the Issuer.

SCHEDULE 13G

CUSIP NO. 169477 106

Page 6 of 8

 

 

 

 

(c)

Number of shares to which such person has:

   

 

(i)

Sole power to vote or direct the vote: 17,910,448 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: 17,910,448 shares of Common Stock*

   

 

(iv)

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

 

*This statement is filed on behalf of Pinnacle, Pinnacle China and Barry M. Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers. Mr. Kitt is the sole member of Management. Pinnacle China Advisers, L.P. (“China Advisers”) is the general partner of Pinnacle China. Pinnacle China Management, LLC (“China Management”) is the general partner of China Advisers. Kitt China Management, LLC (“China Manager”) is the manager of China Management. Mr. Kitt is the manager of China Management. As of July 12, 2007**, Pinnacle and Pinnacle China were the beneficial owners of an aggregate of 17,910,448 shares of Common Stock. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle and Pinnacle China. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle and Pinnacle China.

**The Reporting Persons note that the Issuer has not yet filed its Form 8-A with the Securities and Exchange Commission registering its Common Stock as a class of equity securities pursuant to Section 12 of the Exchange Act. Nonetheless, the Reporting Persons have chosen to file this Schedule 13G at this time and the Date of Event used herein is the date that the Series A Convertible Preferred Stock, par value $0.001 per share, of the Issuer automatically converted into shares of Common Stock.

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.

SCHEDULE 13G

CUSIP NO. 169477 106

Page 7 of 8

 

 

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. 169477 106

Page 8 of 8

 

 

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:

August 6, 2007

 

 

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 Manaqgement, LLC, its manager

 

 

 

 

 

 

 

By:

/s/ Barry M. Kitt

 

 

Barry M. Kitt, its manager

 

 

 

THE PINNACLE FUND, L.P.

 

By:

Pinnacle Advisers, L.P., its general partner

 

By:

Pinnacle Fund Management, LLC, its general partner

 

 

 

 

By:

/s/ Barry M. Kitt

 

 

Barry M. Kitt, its sole member

 

 

 

 

 

 

 

/s/ Barry M. Kitt

 

Barry M. Kitt

 

SCHEDULE 13G

CUSIP NO. 169477 106

 

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 17,910,448 shares of Common Stock of China Water and Drinks 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 August 6, 2007.

 

 

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 Manaqgement, LLC, its manager

 

 

 

 

 

 

 

By:

/s/ Barry M. Kitt

 

 

Barry M. Kitt, its manager

 

 

 

THE PINNACLE FUND, L.P.

 

By:

Pinnacle Advisers, L.P., its general partner

 

By:

Pinnacle Fund Management, LLC, its general partner

 

 

 

 

By:

/s/ Barry M. Kitt

 

 

Barry M. Kitt, its sole member

 

 

 

 

 

 

 

/s/ Barry M. Kitt

 

Barry M. Kitt

 

 

 

 

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