SC 13D 1 form13d.htm FORM 13D form13d.htm
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. _)
 
SKY Digital Stores Corp.
(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

83083U109
(CUSIP Number)

Copy To:
Gregory Sichenzia, Esq.
Lijia Sanchez, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Flr
New York, NY 10006
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 5, 2011
(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).
 
 
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CUSIP No. 83083U109
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Shenzhen Top Finance Guaranty Investment Inc.
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
PRC
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER:
 
2,134,443
 
8
SHARED VOTING POWER:
 
0
 
9
SOLE DISPOSITIVE POWER:
 
2,134,443
 
10
SHARED DISPOSITIVE POWER:
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,134,443
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (based on 24,309,066 shares of Common Stock issued and outstanding)
14
TYPE OF REPORTING PERSON (See Instructions)
CO

 
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CUSIP No. 83083U109
 

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Rui Wang
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
PRC
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER:
 
2,134,443
 
8
SHARED VOTING POWER:
 
0
 
9
SOLE DISPOSITIVE POWER:
 
2,134,443
 
10
SHARED DISPOSITIVE POWER:
 
0
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,134,443
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% (based on 24,309,066 shares of Common Stock issued and outstanding)
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 
 
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Item 1.Security and Issuer
 
The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share (the "Shares"), of SKY Digital Stores Corp., a Nevada corporation (the "Issuer"). The address of the principal executive offices of the Issuer is #1801 Building B, Hai Song Da Sha, Che Gong Miao, Fu Tian Qu, Shenzen, China 518041.

Item 2.Identity and Background

(a) This statement is filed on behalf of Shenzhen Top Finance Guaranty Investment Inc. (“TFG”) and Rui Wang (“Wang” and together with TFG, the “Reporting Persons”).

(b) The Reporting Persons’ business address is Suite 706, Central Business Tower, No. 88 Fuhua 1 Rd, Futian District, Shenzhen, China 518048.

(c) TFG engages in the business of investing and providing surety and loan guarantees to business enterprises. Wang is the President and Chairman of TFG.

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

(e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof were or are subjects 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) TFG is incorporated in the People’s Republic of China and Wang is a citizen of the People’s Republic of China.

Item 3.Source and Amount of Funds or Other Considerations

On May 5, 2011, the Issuer entered into a share exchange agreement with HongKong First Digital Holding Limited (“FDH”) and the shareholders of FDH named therein (“Share Exchange Agreement”), pursuant to which TFG was issued 2,134,443 Shares, in exchange for 9% of the shares of FDH held by TFG prior to the share exchange. Wang is the President and Chairman of TFG.

Item 4.Purpose of Transaction
 
In connection with a change in control of the Issuer, the Reporting Persons acquired the Common Stock pursuant to a Share Exchange Agreement described in Item 3 of this Schedule 13D which is incorporated herein by reference.
 
The Reporting Persons do not have any present plans or proposals which 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 present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(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 charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person;
(h)  
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)  
A class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j)  
Any action similar to any of those enumerated above.

 
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Item 5.Interest in Securities of the Issuer

TFG beneficially owns 2,134,443 shares or 8.8% of the Issuer’s common stock and Wang beneficially owns 2,134,443 shares or 8.8% of the Issuer’s common stock through TFG. All percentages set forth in this Schedule 13D are calculated based on 24,309,066 shares of the Issuer’s issued and outstanding common stock as of May 5, 2011.  Wang has the sole power to vote or dispose of all of the shares he beneficially owns through TFG.

Except as otherwise described herein, TFG has not effected any transactions with respect to the Common Stock in the past sixty days.

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

Other than the relationship between the Reporting Persons as described above under Item 2 above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities

Item 7.Material to Be Filed as Exhibits
 
Exhibit Number     Description
     
99.1    Joint Filing Agreement
99.2   Share Exchange Agreement, dated May 5, 2011
 
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.

Dated:  May 20, 2011
 
     
 
Shenzhen Top Finance Guaranty Investment Inc.
 
     
 
By:
/s/ Rui Wang
 
   
Name: Rui Wang
 
   
Title: President and Chairman
 
       
   
/s/ Rui Wang
 
   
Name: Rui Wang
 

 
 
 
 
 
 
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