UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment
No. 1)*
Tiens
Biotech Group (USA), Inc.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
88650T104
(CUSIP
Number)
Mitchell
S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY
10154
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September
19, 2008
(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 §§40.13d-1(e), §§40.13d-1(f)or §§40.13d-1(g), check the
following box
o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §§40.13d-7 for other parties to
whom copies are to be sent.
(Continued
on following pages)
(Page
1
of 7 Pages)
_______________________
|
*
|
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. 88650T104
|
13D
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Page
2
of
7 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
TIENS
(USA) Investment Holdings Group Overseas Limited
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
N/A
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
67,830,000
|
|
8
|
SHARED
VOTING POWER
---
|
|
9
|
SOLE
DISPOSITIVE POWER
67,830,000
|
|
10
|
SHARED
DISPOSITIVE POWER
---
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,830,000
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.1%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP No. 88650T104
|
13D
|
Page 3
of
7 Pages
|
|
1
|
NAME
OF REPORTING PERSONS
Jinyuan
Li
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
N/A
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
N/A
|
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR
2(e)
o
|
|
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
67,830,000
|
|
8
|
SHARED
VOTING POWER
---
|
|
9
|
SOLE
DISPOSITIVE POWER
67,830,000
|
|
10
|
SHARED
DISPOSITIVE POWER
---
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,830,000,
as sole director of TIENS (USA) Investment Holdings Group Overseas
Limited
(“TIH”) with sole power to vote and dispose of the Shares owned by
TIH.
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95.1%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
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CUSIP No. 88650T104
|
13D
|
Page 4
of
7 Pages
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Item
1.
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Security
and Issuer.
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This
statement relates to the common stock, par value $0.001 per share (“Common
Stock”), of Tiens Biotech Group (USA), Inc., a Delaware corporation (the
“Company”). The address of the Company’s principal executive office is No.6,
Yuanquan Road, Wuqing New-Tech Industrial Park, Tianjin, P.R.C
301700.
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Item
2.
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Identity
and Background.
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(a)
This
Amendment No. 1 to Schedule 13D is filed by TIENS (USA) Investment Holdings
Group Overseas Limited (“TIH”). For the purposes of General Instruction C of the
Schedule 13D, the information called for by Items 2-6 is also being provided
by
Mr. Jinyuan Li, as sole director of TIH.
(b)
TIH’s
address is c/o Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola,
BVI. Mr. Li’s business address is c/o Tiens Biotech Group (USA), Inc., No. 6,
Yuanquan Rd., Wuqing New Tech Industrial Park, Tianjin, P.R.C. 301
700.
(c)
TIH
does
not conduct any business. Mr. Li is the sole director of TIH. Mr. Li is the
Chief Executive Officer and President of the Company. The Company is primarily
engaged in research, development, manufacturing, and marketing of nutrition
supplement products, including wellness products and dietary supplement
products.
(d)
During
the past five years, TIH has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). During the past five
years, Mr. Li has not been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e)
During
the past five years, TIH has not 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. During the past five years, Mr. Li has not 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)
TIH
was incorporated in the British Virgin Islands. Mr. Li is a citizen of the
People’s Republic of China.
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Item
3.
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Source
and Amount of Funds and Other
Consideration.
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The
total
consideration paid for the shares was $3.
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Item
4.
|
Purpose
of Transaction.
|
TIH
purchased 665,000 shares of Common Stock from Jiao Wen Jun for a consideration
of $1 pursuant to a Share Transfer Agreement dated September 19,
2008.
TIH
purchased 665,000 shares of Common Stock from Yan Yu Peng for a consideration
of
$1 pursuant to a Share Transfer Agreement dated September 19, 2008.
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CUSIP No. 88650T104
|
13D
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Page 5
of
7 Pages
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TIH
purchased 665,000 shares of Common Stock from Bai Ping for a consideration
of $1
pursuant to a Share Transfer Agreement dated September 19, 2008.
TIH
does
not have any plans or proposals which relate to or would result in:
(a)
the
acquisition by any person of additional securities of the Company or the
disposition of securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation , involving the Company or any of its subsidiaries;
(c)
a
sale or transfer of a material amount of assets of the Company or of any of
its
subsidiaries;
(d)
any
change in the present board of directors or management of the Company, 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
Company;
(f)
any
other material change in the Company’s business or corporate
structure;
(g)
changes in the Company’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by
any
other person;
(h)
causing a class of securities of the Company 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 securities of the Company becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Securities Act; or
(j)
any
similar action to those enumerated above.
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Item
5.
|
Interest
in Securities of the Company.
|
(a)
TIH
is the beneficial owner of 67,830,000 shares of Common Stock of the Company,
representing 95.1% of the total issued and outstanding shares of Common Stock.
For the purposes of this Amendment No. 1 to Schedule 13D, Mr. Li, in his
capacity as the sole director of TIH, is the indirect beneficial owner of
67,830,000.
(b)
TIH
has the sole power to vote or to direct the vote, and sole power to dispose
or
to direct the disposition of the 67,830,000 shares of Common Stock. Mr. Li,
in
his capacity as the sole director of TIH, has the sole power to vote or to
direct the vote, and sole power to dispose or to direct the disposition of
67,830,000.
(c)
Other
than the acquisition of the shares as reported in this Amendment No. 1 to
Schedule 13D, TIH has not effected any transactions in the Common Stock of
the
Company in the past 60 days.
(d)
To
the
knowledge of the TIH, no other person is known to have the right to receive
or
the power to direct the receipt of dividends from, or the proceeds from the
sale
of the shares owned by TIH.
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CUSIP No. 88650T104
|
13D
|
Page 6
of
7 Pages
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(e)
Not
applicable.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
None.
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
None.
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CUSIP No. 88650T104
|
13D
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Page 7
of
7 Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
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TIENS
(USA) Investment Holdings Group
Overseas Limited
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|
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Dated:
September
23, 2008
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By:
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/s/ Jinyuan
Li
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Name:
Jinyuan Li
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|
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Title:
Sole Director
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Tiens Biotech GR Usa (AMEX:TBV)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Tiens Biotech GR Usa (AMEX:TBV)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
