-----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, RfM6wfyRTFWk3udZVvblBBhfyjCULA6qeQM3NprdIYRlPUdoC82S1dyiVEi9f/WS EfTYcwSbe08M2X/QqQvjyw== 0001125282-06-001086.txt : 20060216 0001125282-06-001086.hdr.sgml : 20060216 20060216145005 ACCESSION NUMBER: 0001125282-06-001086 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN DAIRY INC CENTRAL INDEX KEY: 0000789868 STANDARD INDUSTRIAL CLASSIFICATION: DAIRY PRODUCTS [2020] IRS NUMBER: 870445575 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79071 FILM NUMBER: 06624873 BUSINESS ADDRESS: STREET 1: 865 SOUTH FIGUEROA STREET STREET 2: SUITE 3340 CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 213-488-5131 MAIL ADDRESS: STREET 1: 865 SOUTH FIGUEROA STREET STREET 2: SUITE 3340 CITY: LOS ANGELES STATE: CA ZIP: 90017 FORMER COMPANY: FORMER CONFORMED NAME: LAZARUS INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GASLIGHT INC DATE OF NAME CHANGE: 19880421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PIKE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001220289 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 7 VIEW ST CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-1129 SC 13G/A 1 b411790_sc13ga.txt SCHEDULE 13G/A OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response. . 11 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (RULE 13D-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* AMERICAN DAIRY INC. ------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 025334103 --------- (CUSIP Number) FEBRUARY 16, 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: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] 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 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. 025334103 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pike Capital Partners, LP 16-1619246 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,232,144 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,232,144 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,232,144 CONSISTING OF (I) 821,429 SHARES OF COMMON STOCK; (II) WARRANTS TO PURCHASE 535,715 SHARES OF COMMON STOCK; (III) NOTES CONVERTIBLE INTO 375,000 SHARES OF COMMON STOCK; AND (IV) NOTES CONVERTIBLE INTO 500,000 SHARES OF COMMON STOCK. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (limited partnership) CUSIP NO. 025334103 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pike Capital Partners (QP), LP 20-3549760 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,232,144 REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,232,144 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,232,144 CONSISTING OF (I) 821,429 SHARES OF COMMON STOCK; (II) WARRANTS TO PURCHASE 535,715 SHARES OF COMMON STOCK; (III) NOTES CONVERTIBLE INTO 375,000 SHARES OF COMMON STOCK; AND (IV) NOTES CONVERTIBLE INTO 500,000 SHARES OF COMMON STOCK. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.9% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (limited partnership) ITEM 1. (A) NAME OF ISSUER AMERICAN DAIRY INC. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 865 S. Figueroa Street, Suite 3340-A, Los Angeles, CA 90017 ITEM 2. (A) NAME OF PERSON FILING Pike Capital Partners, L.P. and Pike Capital Partners (QP), LP (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE Both entities have an address at 275 Madison Avenue, Suite 418, New York, NY 10016 (C) CITIZENSHIP Both entities were formed under the laws of the State of Delaware (D) TITLE OF CLASS OF SECURITIES Common Stock (E) CUSIP NUMBER 025334103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(b) OR 240.13D-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not applicable ITEM 4. OWNERSHIP PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1. Pike Capital Partners, LP Pike Capital Partners (QP), LP (A) AMOUNT BENEFICIALLY OWNED: 2,232,144 (B) PERCENT OF CLASS: 15.9% (C) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 0 (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: 2,232,144 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 0 (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: 2,232,144 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] 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 ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF 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. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 16th day of February, 2006 PIKE CAPITAL PARTNERS (QP), LP By: Pike Capital Management LLC, its General Partner By: /s/ Daniel W. Pike --------------------------------- Daniel W. Pike, Managing Member PIKE CAPITAL PARTNERS, LP By: Pike Capital Management LLC, its Gneral Partner By: /s/ Daniel W. Pike --------------------------------- Daniel W. Pike, Managing Member EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G/A: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G/A Exhibit B Joint Filing Agreement dated February 16, 2006 among Pike Capital Partners (QP), LP and Pike Capital Partners, LP. Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G/A. (1) Pike Capital Partners (QP), LP, a private investment partnership formed under the laws of State of Delaware. Pike Capital Management LLC is the General Partner of Pike Capital Partners (QP), LP. Mr. Daniel W. Pike is the Managing Member of Pike Capital Management LLC. (2) Pike Capital Partners, LP, a private investment partnership formed under the laws of State of Delaware. Pike Capital Management LLC is the General Partner of Pike Capital Partners, LP. Mr. Daniel W. Pike is the Managing Member of Pike Capital Management LLC. JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G/A being filed by Pike Capital Partners (QP), LP and Pike Capital Partners, LP in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G/A to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G/A and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated this 16th day of February, 2006 PIKE CAPITAL PARTNERS (QP), LP By: Pike Capital Management LLC, its General Partner By: /s/ Daniel W. Pike ------------------------- Daniel W. Pike, Managing Member PIKE CAPITAL PARTNERS, LP By: Pike Capital Management LLC, its General Partner By: /s/ Daniel W. Pike -------------------------- Daniel W. Pike, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----