SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No.            )*

 

 

 

China Water Group, Inc.

(Name of Issuer)

 

 

Common Stock (Par Value $0.001 Per Share)

(Title of Class of Securities)

 

 

16946D 10 4

(CUSIP Number)

 

 

Mr. Pu Chong Liang

Suite 7A01, Baicheng Building

584 Yingbin Road, Dashi, Panyu District

Guangzhou, Guangdong, People’s Republic of China 511430

Telephone: (86) 20-34799708

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

 

 

October 15, 2004

(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. 16946D 10 4    Page 2 of 6 pages

 

  1.  

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

 

Pu Chong Liang

   
  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨

(b)  ¨

   
  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)

 

¨

   
  6.  

Citizenship or Place of Organization

 

People’s Republic of China

   

Number of  

Shares  

Beneficially  

Owned by  

Each  

Reporting  

Person  

With  

 

  7.    Sole Voting Power

 

       57,489,750

 

  8.    Shared Voting Power

 

       0

 

  9.    Sole Dispositive Power

 

       57,489,750

 

10.    Shared Dispositive Power

 

       0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

57,489,750

   
12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

   
13.  

Percent of Class Represented by Amount in Row (11)

 

42.30%

   
14.  

Type of Reporting Person (See Instructions)

 

IN

   

 


CUSIP No. 16946D 10 4    Page 3 of 6 pages

 

Item 1. SECURITY AND ISSUER

The class of equity securities to which this Statement on Schedule 13D (this “Statement”) relates is the common stock, par value $0.001 per share (the “Common Stock”), of China Water Group, Inc., a Nevada Corporation (the “Issuer”). The principal executive offices of the Issuer are located at Suite 7A01, Baicheng Building, 584 Yingbin Road, Dashi, Panyu District, Guangzhou, Guangdong, People’s Republic of China 511430.

 

Item 2. IDENTITY AND BACKGROUND

(a) Name

This Statement is being filed by Mr. Pu Chong Liang.

(b) Residence or business address

The business address of Mr. Pu is China Water Group, Inc., Suite 7A01, Baicheng Building, 584 Yingbin Road, Dashi, Panyu District, Guangzhou, Guangdong, People’s Republic of China 511430.

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted

Mr. Pu’s principal occupation is Chairman and Chief Executive Officer of the Issuer, which through its operating subsidiaries provides wastewater treatment services in China. The principal business address of the Issuer is Suite 7A01, Baicheng Building, 584 Yingbin Road, Dashi, Panyu District, Guangzhou, Guangdong, People’s Republic of China 511430.

(d–e) No Convictions or Proceedings.

During the last five years, Mr. Pu (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his being 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) Citizenship.

Mr. Pu is a citizen of the People’s Republic of China.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On October 5, 2004, the Issuer, Evergreen Asset Group Limited, a British Virgin Islands international business corporation (“EAG”), and EAG’s shareholders (including Mr. Pu) consummated a share exchange (the “Share Exchange”), pursuant to which EAG’s shareholders transferred all of the equity securities of EAG to the Issuer in exchange for newly issued shares of the Issuer’s Common Stock. As a result of the Share Exchange, EAG became a wholly-owned subsidiary of the Issuer and Mr. Pu acquired 57,489,750 shares of the Issuer’s Common Stock. Filed herewith as Exhibit 1 and Exhibit 2, respectively, and incorporated herein by reference, are the following agreements pursuant to which the Share Exchange was consummated: Securities


CUSIP No. 16946D 10 4    Page 4 of 6 pages

Purchase Agreement and Plan of Reorganization, dated September 9, 2004, by and among the Issuer, EAG, and EAG’s shareholders; and Amendment No. 1 to Securities Purchase Agreement and Plan of Reorganization, dated October 8, 2004, by and among the Issuer, EAG and EAG’s shareholders.

 

Item 4. PURPOSE OF TRANSACTION

Mr. Pu acquired the shares of Common Stock reported in Item 5 below for investment purposes. Mr. Pu intends to continuously review his investment in the Issuer, and may in the future determine to (i) dispose of all or a portion of the securities of the Issuer owned by him from time to time in public or private transactions, (ii) acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (iii) take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the following paragraph of this Item 4 or (iv) otherwise change his investment intent. Notwithstanding anything contained herein to the contrary, Mr. Pu specifically reserves the right to change his intentions at any time with respect to any or all of such matters, as he deems appropriate. In reaching any decision as to his course of action (as well as to the specific elements thereof), Mr. Pu currently expects that he would take into consideration a variety of factors, including, but not limited to, the Issuer’s financial condition, business, operations and prospects, other developments concerning the Issuer and the aluminum business generally, other business opportunities available to Mr. Pu, general economic conditions and money and stock market conditions, including the market price of the securities of the Issuer, and other relevant factors.

Other than as described herein, Mr. Pu has no present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) According to a Quarterly Report on Form 10-QSB/A filed by the Issuer on September 25, 2006, there were, as of such date, 135,903,698 shares of Common Stock outstanding. As of such date, Mr. Pu beneficially owned 57,489,750 shares of Common Stock, representing approximately 42.3% of the outstanding shares of Common Stock.

(b) Mr. Pu has sole power to vote or to direct the vote of, and to dispose or to direct the disposition of, all shares owned by him as indicated above.


CUSIP No. 16946D 10 4    Page 5 of 6 pages

(c) Except as described above, no transactions in the shares of Common Stock were effected by Mr. Pu during the past sixty days.

(d) No other person is known to Mr. Pu to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock owned by Mr. Pu.

(e) Not applicable.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Not applicable.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 1    Securities Purchase Agreement and Plan of Reorganization, dated September 9, 2004, by and among the Issuer, EAG, and EAG’s shareholders
Exhibit 2    Amendment No. 1 to Securities Purchase Agreement and Plan of Reorganization, dated October 8, 2004, by and among the Issuer, EAG and EAG’s shareholders


CUSIP No. 16946D 10 4    Page 6 of 6 pages

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: December 11, 2006

 

/s/ Pu Chong Liang
Pu Chong Liang