- Small Company Offering and Sale of Securities Without Registration (D)
19 Maggio 2010 - 12:00PM
Edgar (US Regulatory)
|
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
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OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0001312547
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Sports Source, Inc.
Sports Source Inc
|
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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New Oriental Energy & Chemical Corp.
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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x
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Over Five Years Ago
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o
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Within Last Five Years (Specify Year)
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o
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Yet to Be Formed
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2. Principal Place of Business and Contact Information
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Name of Issuer
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New Oriental Energy & Chemical Corp.
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Street Address 1
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Street Address 2
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XICHENG INDUSTRIAL ZONE OF LUOSHAN,
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XINYANG
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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HENAN PROVINCE
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CHINA
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464200
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(86) 27 853 75701
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Last Name
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First Name
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Middle Name
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Qiang
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Chen Si
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
x
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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CEO
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Last Name
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First Name
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Middle Name
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Quan
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Wang Gui
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
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x
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Executive Officer
|
x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Chang
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Zhou Dian
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
o
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Executive Officer
|
x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Barth
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Howard
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S.
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Shi
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Yan
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Lei
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Qi
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Cao
|
Xiaokai
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
o
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Executive Officer
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x
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Director
|
o
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Promoter
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Clarification of Response (if Necessary)
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|
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Last Name
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First Name
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Middle Name
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Lai
|
Li Dong
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
x
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Executive Officer
|
o
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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CFO
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Last Name
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First Name
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Middle Name
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Peng
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Wu
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
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x
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Executive Officer
|
o
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Vice President
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Last Name
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First Name
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Middle Name
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Fu
|
Wang Xiang
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Street Address 1
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Street Address 2
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Xicheng Industrial Zone of Luoshan
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Xinyang
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City
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State/Province/Country
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ZIP/Postal Code
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Henan Province
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CHINA
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464200
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Relationship:
|
x
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Executive Officer
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o
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Vice President
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o
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Agriculture
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Health Care
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o
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Retailing
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Banking & Financial Services
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o
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Biotechnology
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o
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Restaurants
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|
o
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Commercial Banking
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|
o
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Health Insurance
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Technology
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|
o
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Insurance
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o
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Hospitals & Physicians
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|
o
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Computers
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|
o
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Investing
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|
o
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Pharmaceuticals
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|
o
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Telecommunications
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|
o
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Investment Banking
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|
o
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Other Health Care
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o
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Other Technology
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|
o
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Pooled Investment Fund
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|
|
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Travel
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o
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Other Banking & Financial Services
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o
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Manufacturing
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|
o
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Airlines & Airports
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Real Estate
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o
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Lodging & Conventions
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o
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Commercial
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|
o
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Tourism & Travel Services
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o
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Construction
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o
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Other Travel
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o
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REITS & Finance
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o
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Other
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|
o
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Residential
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o
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Other Real Estate
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|
o
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Business Services
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|
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Energy
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|
|
o
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Coal Mining
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|
|
o
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Electric Utilities
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|
o
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Energy Conservation
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|
|
o
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Environmental Services
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|
|
o
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Oil & Gas
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x
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Other Energy
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Revenue Range
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Aggregate Net Asset Value Range
|
o
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No Revenues
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o
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No Aggregate Net Asset Value
|
o
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$1 - $1,000,000
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o
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$1 - $5,000,000
|
o
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$1,000,001 - $5,000,000
|
o
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$5,000,001 - $25,000,000
|
o
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$5,000,001 - $25,000,000
|
o
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$25,000,001 - $50,000,000
|
o
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$25,000,001 - $100,000,000
|
o
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$50,000,001 - $100,000,000
|
o
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Over $100,000,000
|
o
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Over $100,000,000
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x
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Decline to Disclose
|
o
|
Decline to Disclose
|
o
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Not Applicable
|
o
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Not Applicable
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6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
o
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Rule 504(b)(1) (not (i), (ii) or (iii))
|
o
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Rule 505
|
o
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Rule 504 (b)(1)(i)
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x
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Rule 506
|
o
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Rule 504 (b)(1)(ii)
|
o
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Securities Act Section 4(6)
|
o
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Rule 504 (b)(1)(iii)
|
o
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Investment Company Act Section 3(c)
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x
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New Notice
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Date of First Sale
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2010-05-03
|
o
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First Sale Yet to Occur
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Does the Issuer intend this offering to last more than one year?
|
o
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Yes
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x
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No
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9. Type(s) of Securities Offered (select all that apply)
|
o
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Pooled Investment Fund Interests
|
x
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Equity
|
o
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Tenant-in-Common Securities
|
o
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Debt
|
o
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Mineral Property Securities
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x
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Option, Warrant or Other Right to Acquire Another Security
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x
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Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
|
x
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Other (describe)
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Unit consisting of one share of common stock and a warrant to purchase one half (1/2) of one share of common stock.
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10. Business Combination Transaction
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Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
|
o
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Yes
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x
|
No
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Clarification of Response (if Necessary)
|
|
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Minimum investment accepted from any outside investor
|
$
25000
USD
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
Internet Securities, Inc.
|
102800
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
Daniel McKelvey
|
2813653
|
Street Address 1
|
Street Address 2
|
300 Frank H. Ogawa Plaza
|
Suite 210
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Oakland
|
CALIFORNIA
|
94612
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
FCG Advisors, LLC c/o Elaine Schinakis
|
40633
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(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
John A. Combias
|
705794
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Street Address 1
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Street Address 2
|
One Main St.
|
Suite 202
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City
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State/Province/Country
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ZIP/Postal Code
|
Chatham
|
NEW JERSEY
|
07928
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
NEW JERSEY
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
Robert Ford
|
1975092
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(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
WFG Investments Inc.
|
22704
|
Street Address 1
|
Street Address 2
|
2711 North Haskell Avenue
|
Suite 2900
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City
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State/Province/Country
|
ZIP/Postal Code
|
Dallas
|
TEXAS
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75204
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State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
OKLAHOMA
TEXAS
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
ViewTrade Securities, Inc.
|
46987
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
Charles Peek
|
2034767
|
Street Address 1
|
Street Address 2
|
2200 W. Sunset Avenue
|
A-4
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Springdale
|
ARKANSAS
|
72762
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
ARKANSAS
OKLAHOMA
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
Charles Peek
|
2034767
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
ViewTrade Securities, Inc.
|
46987
|
Street Address 1
|
Street Address 2
|
2200 W. Sunset Avenue
|
A-4
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Springdale
|
ARKANSAS
|
72762
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
ARKANSAS
OKLAHOMA
|
Recipient
|
Recipient CRD Number
|
x
|
None
|
Rein Lee
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
x
|
None
|
Mackie Research
|
|
Street Address 1
|
Street Address 2
|
199 Bay Steret, Suite 4500
|
Commerce Court West
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Ontario, Canada
|
CANADA (FEDERAL LEVEL)
|
M5L1G2
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
|
Recipient
|
Recipient CRD Number
|
o
|
None
|
GBS Financial Corp.
|
16906
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
Scott Glazer
|
1236789
|
Street Address 1
|
Street Address 2
|
23945 Calabasas Road
|
Suite 200
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
Calabasas
|
CALIFORNIA
|
91302
|
State(s) of Solicitation
|
o
|
All States
|
o
|
Foreign/Non-US
|
CALIFORNIA
GEORGIA
TENNESSEE
|
13. Offering and Sales Amounts
|
Total Offering Amount
|
$
3000000
USD
|
o
Indefinite
|
Total Amount Sold
|
$
1700000
USD
|
|
Total Remaining to be Sold
|
$
1300000
USD
|
o
Indefinite
|
|
Clarification of Response (if Necessary)
|
Additional warrants for the purchase of an aggregate amount equal to 10% of the shares issued pursuant to this offering will be issued to broker dealers and/or the placement agent.
|
o
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
|
|
|
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
|
17
|
15. Sales Commissions & Finders' Fees Expenses
|
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
Sales Commissions
|
$
300000
USD
|
x
|
Estimate
|
Finders' Fees
|
$
0
USD
|
x
|
Estimate
|
|
Clarification of Response (if Necessary)
|
Issuer will (i) pay in cash an amount equal to 10% of the proceeds raised in the offering, and (ii) issue warrants to purchase shares equal to 10% of the offered shares to Internet Securities, Inc., as placement agent, and certain broker-dealers.
|
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
|
Clarification of Response (if Necessary)
|
|
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
|
Terms of Submission
|
|
In submitting this notice, each Issuer named above is:
|
|
|
-
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
-
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
-
Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
|
|
|
|
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
|
|
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
|
Issuer
|
Signature
|
Name of Signer
|
Title
|
Date
|
New Oriental Energy & Chemical Corp.
|
/s/ Chen Si Qiang
|
Chen Si Qiang
|
Chairman and CEO
|
2010-05-18
|
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