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UNITED STATES SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
PHOENIX ENERGY RESOURCE CORPORATION
COMMON STOCK, PAR VALUE $0.001 PER SHARE
71903B 203 Jiang Yu
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
(Rule 13d-101)
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240-d-2(a)
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Goldenbridge Investment Holdings Limited
P.O. Box 3444
Road Town, Tortola
British Virgin Islands
(86) 755 26888117
November 1, 2010
(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. 71903B 203
1. |
NAMES OF REPORTING PERSONS
GOLDENBRIDGE INVESTMENT HOLDINGS LIMITED
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS
WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
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8. |
SHARED VOTING POWER
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9. |
SOLE DISPOSITIVE POWER
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10. |
SHARED DISPOSITIVE POWER
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14. |
TYPE OF REPORTING PERSON
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(1) A total of 30,000,000 shares of the Issuer's common stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of November 3, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.
Page 2 of 6 Pages
CUSIP No. 71903B 203
1. |
NAMES OF REPORTING PERSONS
JIANG YU
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [X] |
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3. |
SEC USE ONLY
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4. |
SOURCE OF FUNDS
WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(e) or 2(f) [ ] |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
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8. |
SHARED VOTING POWER
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9. |
SOLE DISPOSITIVE POWER
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10. |
SHARED DISPOSITIVE POWER
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11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14. |
TYPE OF REPORTING PERSON
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(1)
Represents 2,000,000 shares held by Goldenbridge Investment Holdings Limited, which is beneficially owned and controlled by Mr. Jiang Yu, its sole director and shareholder. Mr. Yu expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.(2)
A total of 30,000,000 shares of the Issuer's common stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of November 3, 2010. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.Page 3 of 6 Pages
CUSIP No. 71903B 203
Item 1. Security and Issuer.
The class of equity securities to which this statement (the "Statement") relates is the common stock, par value $0.001 per share (the "Common Stock") of Phoenix Energy Resouce Corporation, a Nevada corporation (the "Issuer"). The Issuer's principal executive offices are located at Jun Yue Hua Ting, Building A, 3rd Floor, Unit -1, #58 Xin Hua Road, Guiyang, Guizhou Province 550002, People's Republic of China.
Item 2. Identity and Background.
(a) The persons filing this Statement are Mr. Jiang Yu, a natural person, and Goldenbridge Investment Holdings Limited, a British Virgin Islands company ("Goldenbridge," and together with Mr. Yu, the "Reporting Persons").
(b) The business address of Mr. Yu is Jiang Yu, Goldenbridge Investment Holdings Limited, P.O. Box 3444, Road Town, Tortola, British Virgin Islands, which is also the location of Goldenbridge's principal office.
(c) The principal occupation of Mr. Yu is a personal investor. Goldenbridge is a holding company and it's principal business is to hold, transact or otherwise deal in the securities of the Issuer. Goldenbridge is owned and controlled by Mr. Yu.
(d)-(e) During the last five years, neither Reporting Person has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) 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) Mr. Yu is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration.
Goldenbridge received the securities covered by this Statement pursuant to a Convertible Promissory Note in the principal amount of $2,400,000 issued by China Bingwu Forestry Group Limited ("Bingwu Forestry") to Goldenbridge on September 7, 2010 (the "Note"). The Note was assumed by the Issuer on November 1, 2010, in connection with the Issuer's reverse acquisition of Bingwu Forestry. Following such acquisition, Goldenbridge elected to convert the Note and was issued 2,000,000 shares of the Issuer's Common Stock, based upon the conversation price of $1.20.
Mr. Yu is the sole director and shareholder of Goldenbridge and may be deemed to be the beneficial owner of the shares held by it. Mr. Yu expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of the Issuer's Common Stock pursuant to the transactions described in Item 3 above. All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.
Except as set forth in this Statement, the Reporting Persons have made no proposals, and entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Page 4 of 6 Pages
CUSIP No. 71903B 203
Item 5. Interest in Securities of the Issuer.
(a) For purposes of Rule 13d-3 promulgated under the Exchange Act, Mr. Yu beneficially owns and controls 2,000,000 shares of the Issuer's Common Stock held by Goldenbridge, representing 6.7% of the outstanding shares of the Issuer's Common Stock (based on 30,000,000 shares of Common Stock outstanding as of November 3, 2010, as reported in the Issuer's Current Report on Form 8-K filed on November 5, 2010). Mr. Yu owns and controls the shares held by Goldenbridge because he is Goldenbridge's only director and shareholder. Mr. Yu expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(b) Mr. Yu has sole voting and dispositive power over the 2,000,000 shares of the Issuer's Common Stock that are directly and beneficially owned by Goldenbridge. Mr. Yu does not own any other securities of the Issuer.
(c) Other than the transactions described Item 3 above, the Reporting Persons have not been involved in any transactions involving the securities of the Issuer in the last 60 days.
(d) No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as otherwise indicated above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, 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 1 |
Convertible Promissory Note issued by China Bingwu Forestry Group Limited on September 7, 2010 to Goldenbridge Investment Holdings Limited [incorporated by reference to Exhibit 4.2 to the Issuer's Current Report on Form 8-K filed on November 5, 2010]. |
Exhibit 2 | Joint Filing Agreement between Goldenbridge Investment Holdings Limited and Mr. Jiang Yu. |
Page 5 of 6 Pages
SIGNATURES
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.
Dated: December 7, 2010
Goldenbridge Investment Holdings Limited
By: /s/ Jiang Yu
Name: Jiang Yu
Title: Director
/s/ Jiang Yu
Jiang Yu
Page 6 of 6 Pages
Exhibit 2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Phoenix Energy Resource Corporation, and that this Agreement be included as an Exhibit to such joint filing.
Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.
Dated: December 7, 2010
Goldenbridge Investment Holdings Limited | |
By: /s/ Jiang Yu | |
Name: Jiang Yu | |
Title: Director | |
/s/ Jiang Yu | |
Jiang Yu |