-----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, Jx4siV3jKbpVPSiCRlXuZIPQVcBlv6oLyBvr+TIOf6QAVBocz4JwRf5eVMMDxjcv n6CPjeJ3ixzIVBnpF5C7xg== 0001140361-09-004221.txt : 20090217 0001140361-09-004221.hdr.sgml : 20090216 20090217113136 ACCESSION NUMBER: 0001140361-09-004221 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gao Feng CENTRAL INDEX KEY: 0001439926 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 650-212-7620 MAIL ADDRESS: STREET 1: C/O CHINA ARMCO METALS, INC. STREET 2: ONE WATERS PARK DRIVE, STE 200 CITY: SAN MATEO STATE: CA ZIP: 94403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Armco Metals, Inc. CENTRAL INDEX KEY: 0001410711 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 260491904 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84119 FILM NUMBER: 09608638 BUSINESS ADDRESS: STREET 1: ONE WATERS PARK DRIVE, SUITE 98 CITY: SAN MATEO STATE: CA ZIP: 94403 BUSINESS PHONE: (650) 212-7620 MAIL ADDRESS: STREET 1: ONE WATERS PARK DRIVE, SUITE 98 CITY: SAN MATEO STATE: CA ZIP: 94403 FORMER COMPANY: FORMER CONFORMED NAME: Cox Distributing Inc. DATE OF NAME CHANGE: 20070827 SC 13D/A 1 doc1.htm Schedule 13D

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. 01)*

OMB Number
3235-0145

China Armco Metals, Inc.
(Name of Issuer): COMMON STOCK, $0.001 Par Value Per Share
(Title of Class of Securities): 16936C 108
(CUSIP Number): Feng Gao
China Armco Metals, Inc.
One Waters Park Drive, Suite 98
San Mateo, California 94403
(650) 212-7620
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications): January 07, 2009
(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 §240.13d-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 would alter disclosures provided in a prior cover page.

The information required on 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.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Gao Feng
Check the Appropriate Box if a Member of a Group (See Instructions)
SEC Use Only
Source of Funds (See Instructions)
OO
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
United States of America

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
2,000,000*
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
2,000,000*

Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000*
Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 11
19.8*
Type of Reporting Person (See Instructions)
IN

Footnotes:

*See Item 5.

Item 1. Security and Issuer

The class of equity security to which this Schedule 13D relates is common stock, par value $0.001, of China Armco Metals, Inc., a Nevada corporation (the “Company”), with its address located at One Waters Park Drive, Suite 98, San Mateo, CA 94403.

Item 2. Identity and Background

Name
This Schedule 13D is being filed by Feng Gao.
Residence or Business Address
Ms. Gao’s address is c/o China Armco Metals, Inc., One Waters Park Drive, Suite 98, San Mateo, CA 94403.
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Ms. Gao is the Secretary of the Company.
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
During the past five years, Ms. Gao has not been convicted in a criminal proceeding excluding traffic violations or similar misdemeanors).
Whether or not, during the last five years, such person was 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 violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
During the past five years, Ms. Gao has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which would make her 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.
Citizenship
Ms. Gao is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

On June 27, 2008, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) and consummated a share purchase (the “Share Purchase”) with Armco & Metawise (HK), Ltd., a limited liability company established under the laws of Hong Kong (“Armco”), and Feng Gao, who owned 100% of the outstanding shares of Armco (the “Armco Shareholder”).

Under the Share Purchase Agreement, the Company purchased from Ms. Gao 100% of the issued and outstanding shares of Armco’s capital stock, in which the Company paid Ms. Gao, the sole shareholder of Armco $6,890,000 by delivery of the Company’s purchase money promissory note. In addition, the Company issued to Ms. Gao a stock option entitling Ms. Gao to purchase 5,300,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) at a price of $1.30 per share and 2,000,000 shares at $5.00 per share. On August 12, 2008, Ms. Gao exercised her option to purchase 5,300,000 shares of the Common Stock, $0.001 par value per share and cancelled the June 25, 2008 Promissory Note in the principal amount of $6,890,000 in payment of the purchase of the 5,300,000 shares.

On January 7, 2009, Mr. Kexuan Yao exercised his call rights to purchase 5,300,000 shares of the Company’s Common Stock from Ms. Feng Gao, pursuant to the Call Option Agreement dated June 27, 2008, as amended on December 18, 2008, at an exercise price of $0.001 per share.

Item 4. Purpose of Transaction

As noted in Item 3 above, Ms. Gao was issued a stock option to purchase 7,300,000 of the Company’s common stock in exchange for 100% of the issued and outstanding shares of Armco’s common stock. As a result of the consummation of the Share Purchase, Armco now is a wholly-owned subsidiary of the Company. Ms. Gao was issued the stock option for investment purposes. On January 7, 2009, Ms. Gao sold to Mr. Yao 5,300,000 shares of the Company’s Common Stock pursuant to the Call Option Agreement.

Except as set forth above, the Reporting Person has no present plans or proposals which relate to or would result in any of the transactions required to be described in Item 4 of Schedule 13D.

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
Any material change in the present capitalization or dividend policy of the issuer;
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.

Item 5. Interest in Secuirities of the Issuer

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
Ms. Gao is the beneficial owner of 2,000,000 shares of Common Stock of the Company which may be purchased upon exercise of a stock option at $5.00 per share), representing approximately 19.8% of the outstanding common stock of the Company.
For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
Ms. Gao has the sole power to vote and the sole power to dispose of 2,000,000 common shares of the Company.
Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a).
The only transaction in the Company’s common shares that was effected by Ms. Gao during the past 60 days is that described in this Schedule 13D.
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.
Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the terms of a Call Option Agreement entered into between Kexuan Yao and Feng Gao, dated June 27, 2008, as amended on December 18, 2008, Mr. Yao has the right to purchase from Ms. Gao: (i) 1,325,000 shares upon entry by Mr. Yao and Armco & Metawise (HK), Ltd. (“Armco”), a subsidiary of registrant, into a binding employment agreement for a term of not less than three years for Mr. Yao to serve as the Chief Executive Officer and Chairman of registrant’s subsidiaries Armet (Lianyungang) Renewable Resources Co., Ltd. and Henan Armco & Metawise Trading Co., Ltd.; (ii) 1,325,000 shares upon the U.S. Securities and Exchange Commission declaring a registration statement filed by the registrant under the Securities Act of 1933 effective, or, investors who purchase common stock from the registrant pursuant to a securities purchase agreement to be entered into between registrant and the investors, being able to sell their common stock under Rule 144, as then effective under the U.S. Securities Act of 1933, as amended; (iii) 1,325,000 shares upon Armco and its Subsidiaries achieving not less than $4,000,000 in pre-tax profits, as determined under United States Generally Accepted Accounting Principles consistently applied (“US GAAP”) for the nine month period year ending September 30, 2008; and (iv) 1,325,000 upon Armco and its Subsidiaries achieving not less than $40,000,000 in Gross Revenues, as determined under US GAAP for the nine month period year ending September 30, 2008.

Other than the agreements as described in this Schedule 13D/A, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

10.1 Share Purchase Agreement between Cox Distributing, Inc. and Armco & Metawise (HK), Ltd. dated June 27, 2008. (Previously filed as Exhibit 10.4 to the Company’s Form 8-K dated July 1, 2008).

10.2 Stock Option Agreement between Cox Distributing, Inc. and Feng Gao dated June 27, 2008. (Previously filed as Exhibit 10.5 to the Company’s Form 8-K dated July 1, 2008).

10.3 Call Option Agreement between Kexuan Yao and Feng Gao dated June 27, 2008. (Previously filed as Exhibit 10.6 to the Company’s Form 8-K dated July 1, 2008).

10.4 Amendment to Call Option Agreement between Kexuan Yao and Feng Gao dated December 18, 2008. (Previously filed as Exhibit 10.2 to the Company’s Form 8-K dated January 13, 2009).

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.

February 17, 2009
Date: /s/ Feng Gao
Signature: Feng Gao
Name / Title

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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Transaction Date	Shares or Units Purchased (Sold)	Price Per Share or Unit