-----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, HXQ4upYL5iPPRR29+IFW93nuo5yV3mM6Z701w1DTCOSk5m7Wz9JhIXjVn1s/7CoE paF/c27sQKCffFJK//RQig== 0001213900-10-000063.txt : 20100107 0001213900-10-000063.hdr.sgml : 20100107 20100107153523 ACCESSION NUMBER: 0001213900-10-000063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100107 DATE AS OF CHANGE: 20100107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Song Xiaozhong CENTRAL INDEX KEY: 0001480209 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: C/O CHONGQING SYSWAY INFORMATION TECH STREET 2: 4F, BLDG H, 67TH, NO.3 KEYUAN RD. CITY: CHONGQING STATE: F4 ZIP: 400041 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVENANT GROUP OF CHINA INC CENTRAL INDEX KEY: 0001410725 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85148 FILM NUMBER: 10514815 BUSINESS ADDRESS: STREET 1: TWO BALA PLAZA STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: (610) 660-7828 MAIL ADDRESS: STREET 1: TWO BALA PLAZA STREET 2: SUITE 300 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FORMER COMPANY: FORMER CONFORMED NAME: Everest Resources Corp. DATE OF NAME CHANGE: 20070827 SC 13D 1 sc13dsong_covenant.htm SCHEDULE 13D sc13dsong_covenant.htm
 


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Covenant Group of China Inc.

(Name of Issuer)

 
Common Stock, $0.00001 Par Value Per Share

(Title of Class of Securities)
 
 
222841 108

(CUSIP Number)

XiaoZhong Song
ChongQing Sysway Information Technology Co., Ltd
4F,H Building, 67th, No.3 Keyuan Road,
Hi-tech Industrial Development Zone,
ChongQing, China 400041

copy to: Justin D. Csik, Esq.
General Counsel
Covenant Group of China Inc.
Two Bala Plaza, Suite 300
Bala Cynwyd, PA 19004

(Name, Address and Telephone Number of Person Authorized to
receive Notices and Communications)

December 24, 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.  222841 108
 
 
1
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
XiaoZhong Song
     
2
 
Check the Appropriate Box if a Member of a Group (See Instruction)
 
(a)   o
 
(b)   o
     
3
 
SEC Use Only
   
     
4
 
 
Source of Funds (See Instructions)
OO
       
     
5
 
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
o
     
     
6
 
Citizenship or Place of Organization
 
China
       
Number of
Shares
Beneficially
by
Owned by
Each
Reporting
Person
With
7
 
Sole Voting Power
 
606,158
     
8
 
Shared Voting Power
 
0
     
9
 
Sole Dispositive Power
 
606,158
     
10
 
Shared Dispositive Power
 
0
     
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
606,158
     
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
o
     
13
 
Percent of Class Represented by Amount in Row (11)
 
5.3%
     
14
 
Type of Reporting Person (See Instructions)
 
IN
 
 


 

Item 1.  Security and Issuer

XiaoZhong Song’s (the “Reporting Person”) Schedule 13D relates to the acquisition of an aggregate of 810,000 shares of common stock, par value $0.00001 per share, of Covenant Group of China Inc. (the “Company”).  The Company’s principal executive office is located at Two Bala Plaza, Suite 300, Bala Cynwyd, PA 19004

Item 2.  Identity and Background

(a)  XiaoZhong Song (the “Reporting Person”)

(b)  ChongQing Sysway Information Technology Co., Ltd, 4F,H Building, 67th, No.3 Keyuan Road, Hi-tech Industrial Development Zone, ChongQing, China 400041

(c)  Chairman of ChongQing Sysway Information Technology Co., Ltd, 4F,H Building, 67th, No.3 Keyuan Road, Hi-tech Industrial Development Zone, ChongQing, China 400041

(d)  During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  During the last five years, the Reporting Person was not 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.

(f)  The Reporting Person is a citizen of China.

Item 3.  Source and Amount of Funds or Other Consideration

The Reporting Person received 606,158 shares of common stock of the Company for no additional consideration as a consequence of the exchange of shares of common stock of Covenant Group Holdings, Inc. ("Covenant Holdings") owned by the Reporting Person with shares of common stock of the Company (f/k/a Everest Resources Corp.).  Pursuant to the Share Exchange Agreement, dated December 24, 2009, by and among the Company, Covenant Holdings and all of the shareholders of Covenant Holdings (the "Covenant Holdings Shareholders") (the "Share Exchange Agreement"), each of the Covenant Holdings Shareholders exchanged their respective shares of Covenant Holdings for shares of the Company's common stock.  Shares of Covenant Holdings common stock held of record on the Closing Date by the Covenant Holdings Shareholders were exchanged on a one-for-one basis for shares of the Company's common stock (the "Share Exchange").
 
Item 4.  Purpose of Transaction
 
The Reporting Person received 606,158 shares of common stock of the Company as set forth in the Share Exchange Agreement discussed in Item 3 above.  The purpose of the Share Exchange transaction was to permit the Covenant Holdings Shareholders to obtain control of the Company and to permit the Company to acquire Covenant Holdings and its subsidiaries.
 
Item 5.  Interest in Securities of the Issuer

 
(a)  As of December 24, 2009, as a result of the consummation of the Share Exchange described above, the Reporting Person beneficially owns 606,158 shares of common stock or 5.3% of the outstanding shares.
 
 


 
 
(b)  The Reporting Person has the sole voting power and power to dispose of 606,158 shares of common stock.

 
(c)  Not applicable.

 
(d)  Not applicable.

 
(e)  Not applicable.

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

On December 24, 2009, the Company entered into the Share Exchange Agreement pursuant to which, among other things, the Reporting Person received 606,158 shares of the Company’s common stock.

Item 7.  Material to be Filed as Exhibits

The Share Exchange Agreement is incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on December 31, 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.
 

       
Date:  January 7, 2010     
 
/s/ XiaoZhong Song  
    XiaoZhong Song  
       
       

 
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