-----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, IO3/a5KZGA5mj9sRNKg+kSuu7+jBR6UaF2OW56Qw1sK978IgAt1zEzToruREEK3/ 2xzvMWwObScTfyUseqZgCw== 0001193805-07-000874.txt : 20070326 0001193805-07-000874.hdr.sgml : 20070326 20070326172113 ACCESSION NUMBER: 0001193805-07-000874 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 GROUP MEMBERS: QI HUANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL ELECTRIC SERVICES INC CENTRAL INDEX KEY: 0001337826 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82328 FILM NUMBER: 07718972 BUSINESS ADDRESS: STREET 1: 289 BLUE SKY PARKWAY CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 8596850005 MAIL ADDRESS: STREET 1: 289 BLUE SKY PARKWAY CITY: LEXINGTON STATE: KY ZIP: 40509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA US BRIDGE CAPITAL LTD. CENTRAL INDEX KEY: 0001312954 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: FLOOR 15, UNIT 05B CONVENTION PLAZA STREET 2: OFFICE TOWER, 1ST HARBOUR ROAD CITY: WANCHAI STATE: K3 ZIP: 00000 BUSINESS PHONE: 755-27653497 MAIL ADDRESS: STREET 1: FLOOR 15, UNIT 05B CONVENTION PLAZA STREET 2: OFFICE TOWER, 1ST HARBOUR ROAD CITY: WANCHAI STATE: K3 ZIP: 00000 SC 13D 1 e601866_sc13d-chinaus.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. _________) INDUSTRIAL ELECTRIC SERVICES, INC. (Name of Issuer) Common Stock, no par value -------------------------- (Title of Class of Securities) 456101104 --------- (CUSIP NUMBER) China US Bridge Capital Limited c/o Vincent J. McGill Eaton & Van Winkle LLP 3 Park Avenue New York, New York 10016 (212) 779-9910 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 15, 2007 ------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. 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. 1 CUSIP No. 456101104 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) China US Bridge Capital Limited - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,744,878 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,744,878 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,744,878 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------- * The Reporting Person received the subject shares in exchange for shares of stock of China Organic Agriculture Limited in connection with the Merger Transaction (defined below), as further described in Items 2 and 3 below. ** Based upon 51,548,776 shares of Issuer's Common Stock issued and outstanding as of March 15, 2007. 2 CUSIP No. 456101104 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Qi Huang - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION CHINA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 2,744,878 * OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,744,878 * - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,744,878 * - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - ---------- * Beneficially held by China US Bridge Capital Limited ("China US Bridge") and Qi Huang ("Huang") by reason of Huang's control of China US Bridge, which Huang serves as Chairman and sole director, President and Chief Executive Officer. ** Based upon 51,548,776 shares of Issuer's Common Stock issued and outstanding as of March 15, 2007. 3 Introduction. The Reporting Person (China US Bridge Capital Limited) acquired the shares of common stock, no par value per share ("Common Stock"), of Industrial Electric Services, Inc., a Florida corporation (the "Company"), to which this statement relates in connection with the Merger Transaction (defined below). In connection with such transaction, certain other persons also acquired shares of Common Stock; each Reporting Person disclaims any membership in a group with any one or more of such other persons. Item 1. Security and Issuer. This statement relates to the Common Stock of the Company, with its principal executive offices at Shennan Zhong Road, PO Box 031-072, Shenzhen, China 518000 Item 2. Identity and Background. (a) China US Bridge Capital Limited ("China US Bridge"), as Reporting Person. (b) China US Bridge has a business address Jian Guo Road, Zhong Huan World Trade Center, Building D, 26th Floor, Beijing, P.R. China. (c) China US Bridge is a holding company whose business is conducted principally at the above address. (d) China US Bridge has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) China US Bridge has not, during the last five years, been 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) China US Bridge is corporation organized under the laws of the British Virgin Islands. (a) Qi Huang ("Huang"), as Reporting Person. (b) Huang has a business address at Jian Guo Road, Zhong Huan World Trade Center, Building D, 26th Floor, Beijing, P.R. China. (c) Huang serves as Chair and sole director, President and Chief Executive Officer of China US Bridge. (d) Huang has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 4 (e) Huang has not, during the last five years, been 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) Huang is a citizen of the People's Republic of China. Item 3. Source and Amount of Funds. On March 15, 2007, the Company and its wholly-owned subsidiary, INEL Merger Sub, Inc. ("SUB"), entered into an agreement and plan of merger (the "Merger Agreement") with China Organic Agriculture Limited, a British Virgin Islands corporation ("COA") and China US Bridge, a shareholder. Also party to the Merger Agreement were Luxesource International Investment Limited, JK Friedman Capital Limited, Shenzhen Hua Yin Guaranty & Investment Company Limited, Huizhi Xiao, Simple (Hong Kong) Investment and Management Company Limited, and First Capital Limited, each also a shareholders of COA prior to the Closing (collectively with China US Bridge, the "COA Shareholders"). Pursuant to the Merger Agreement, on March 15, 2007, COA merged with and into SUB, with COA as the survivor of the merger (the "Merger Transaction"). In exchange for its shares in COA, China US Bridge received from the Company 2,744,878 newly issued shares of the Common Stock, an amount proportionate to his ownership interests in COA immediately preceding the Merger Transaction. Item 4. Purpose of Transaction. COA is a holding company that owns all of the issued and outstanding stock of Jilin Songyuan City ErMaPao Green Rice Limited ("ErMaPao"), a leading agricultural processing enterprise in Jilin Province engaged in the business of rice production and processing. As a result of the Merger Transaction, COA became a wholly owned subsidiary of the Company, which, in turn, made the Company the indirect owner of ErMaPao. The purpose of the Merger Transaction was to acquire an indirect controlling interest in ErMaPao in order to focus ErMaPao on Chinese domestic market expansion in the short- to mid-term, and to expand its market to overseas countries as a long-term strategic goal. Item 5. Interest in Securities of the Issuer. (a) China US Bridge owns 2,744,878 shares of Common Stock of the Company, which constitutes 5.3% of the issued and outstanding shares of the Company's Common Stock. In connection with Huang's position as Chair and sole director, President and Chief Executive Officer, Huang may be deemed to beneficially own the 2,744,878 shares of the Company's Common Stock directly owned by China US Bridge. Huang expressly disclaims beneficial ownership of such shares. (b) China US Bridge and Huang together have the shared power to vote or dispose of 2,744,878 shares of the Company's Common Stock held in the name of China US Bridge. 5 (c) Other than the Merger Transaction described in this Schedule 13D, neither Reporting Person has effected any transaction involving the Company's securities within the sixty (60) preceding days. (d) No other person has the power to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Reference is made to the Merger Agreement, which is incorporated as Exhibit 10.1 to the Company's Form 8-K filed on March 19, 2007, and which is incorporated herein by reference. Other than the Merger Agreement, neither Reporting Person has any contracts, arrangements, understandings or relationships with any person with respect to the Common Stock of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits. Exhibit No. Exhibit - ----------- ------- A Merger Agreement, incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission by Industrial Electric Services, Inc. on March 19, 2007. 6 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. China US Bridge Capital Limited March 26, 2007 /s/ Qi Huang ------------------------------------ Qi Huang, President 7 -----END PRIVACY-ENHANCED MESSAGE-----