UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. __)*
CHINA SHESAYS MEDICAL COSMETOLOGY INC.
(Name
of Issuer)
Common Stock, $.001 Par Value
(Title of
Class of Securities)
16949Y105
(CUSIP Number)
Yixiang Zhang
Sichuan SHESAYS Cosmetology Hospital
Co., Ltd
New No. 83, Xinnan Road, Wuhou District
Chengdu City, Sichuan
Province, P.R. China 610041
(86-028-85482277)
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 7, 2010
(Date of Event That
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 the Sections 240.13d -1(e), 240.13d
-1(f) or 240.13d(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 for whom copies are to be sent.
___________
*The remainder of this cover page shall be filled out for a
reporting persons 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.
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NAMES OF REPORTING PERSONS
Techno Meg Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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SOLE VOTING POWER
14,029,920
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SOLE DISPOSITIVE POWER
14,029,920
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SHARED DISPOSITIVE POWER
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,029,920
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [
]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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______________
1
Based on 18,000,012 outstanding shares of the
common stock, par value $0.001 per share upon the completion of the merger as
reported in the Issuer's report on Form 8-K dated as of June 7, 2010.
2
CUSIP No.
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NAMES OF REPORTING PERSONS
Bondy Nominees Limited
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
SOLE VOTING POWER
14,029,920
|
|
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SOLE DISPOSITIVE POWER
14,029,920
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SHARED DISPOSITIVE POWER
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,029,920
2
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [
]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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_______________
2
The Reporting Person beneficially owns the shares
indicated, which are owned of record by Techno Meg Limited, a BVI company.
3
Based on 18,000,012 outstanding shares of the
common stock, par value $0.001 per share upon the completion of the merger as
reported in the Issuer's report on Form 8-K dated as of June 7, 2010.
3
CUSIP No.
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NAMES OF REPORTING PERSONS
Kwai Man Yip
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
SOLE VOTING POWER
14,029,920
|
|
|
|
SOLE DISPOSITIVE POWER
14,029,920
|
|
SHARED DISPOSITIVE POWER
0
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,029,920
4
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [
]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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__________________
4
The Reporting Person beneficially owns the shares
indicated, which are owned of record by Techno Meg Limited, a BVI company.
5
Based on 18,000,012 outstanding shares of the
common stock, par value $0.001 per share upon the completion of the merger as
reported in the Issuer's report on Form 8-K dated as of June 7, 2010.
4
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par
value $.001 per share (the Common Stock), of China Shesays Medical Cosmetology
Inc. (the Issuer), a Nevada corporation. The principal executive office of the
Issuer is located at Sichuan SHESAYS Cosmetology Hospital Co., Ltd, New No. 83,
Xinnan Road, Wuhou District, Chengdu City, Sichuan Province, P.R. China
610041.
Item 2. Identity and Background.
(a) This statement is being filed by Techno Meg Limited, a
British Virgin Islands Company, and by its sole shareholder, Bondy Nominees
Limited, a Hong Kong corporation (Bondy) and Bondys sole shareholder, Ms.
Kwai Man Yip (collectively, the "Reporting Persons").
(b) Techno Meg Limited's business address is Flat B, 11/F,
Trust Tower, 68 Johnston Road, Wanchai, Hong Kong. Bondys business address is
Room 304 Dominion Centre, 43 Queens Road East, Waichai, Hong Kong. Ms. Kwai Man
Yips business address is Room 1607 Dominion Centre, 43 Queens Road East,
Waichai, Hong Kong.
(c) The principal business of Techno Meg Limited is to hold
shares of Perfect Support Limited, a British Virgin Islands company. The
principal business of Bondy is to hold shares of Techno Meg Limited and Leading
Pioneer Limited, a British Virgin Islands company. Ms. Kwai Man Yip is the sole
shareholder of Bondy, which is the sole shareholder of Techno Meg Limited and
Leading Pioneer Limited, two principal shareholders of the Issuer upon the
completion of the merger.
(d) During the last five years, no individual described above
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, no individual described above
has 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, United States Federal or State securities
laws or finding any violations with respect to such laws.
(f) Techno Meg Limited is a British Virgin Islands company.
Bondy is a Hong Kong corporation. Ms. Kwai Man Yip is a citizen of Hong Kong.
5
Item 3. Source and Amount of Funds or Other Consideration.
On June 7, 2010, the Issuer
acquired all of the outstanding capital stocks of Perfect Support Limited, a
British Virgin Islands Company (Perfect Support) through the merger with China SHESAYS Medical Cosmetology Inc., a Nevada corporation (the Merger Sub),
wholly owned by the Issuer (the Merger). Perfect Support is a holding company
whose only asset is 100% of the registered capital of Chengdu BOAN Investment
Management Co., Ltd (BOAN), a limited liability company organized under the
laws of the Peoples Republic of China (China or PRC). Substantially all of
Perfect Support's operations are conducted in China through BOAN, and through
contractual arrangements with BOANs consolidated affiliated entity in China,
Sichuan SHESAYS Cosmetology Hospital Co., Ltd (SHESAYS). SHESAYS was one of
the fastest growing cosmetology hospitals in China and one of the most
well-known cosmetology hospital chains in Sichuan province, P.R. China.
Subject to and in conjunction
with the closing of the Merger and immediately after the closing of the Merger,
Techno Meg Limited, as a majority shareholder of Perfect Support, signed a stock
purchase agreement (the Techno Stock Purchase Agreement) with certain
shareholders of the Issuer indicated in the Techno Stock Purchase Agreement
pursuant to which the forgoing mentioned shareholders of the Issuer sold
3,384,000 shares of Issuers common stock to Techno Meg Limited for US$140,000
(the Techno Consideration) and Techno Meg Limited purchased the 3,384,000
shares of Issuers common stock from such shareholders; and Leading Pioneer
Limited, a British Virgin Islands company (the Pioneer), which Pioneer is a
minority shareholder of Perfect Support, signed a stock purchase agreement (the
Pioneer Stock Purchase Agreement, together with the Techno Stock Purchase
Agreement, the Purchase Agreements) with certain shareholders of the Issuer
indicated in the Pioneer Stock Purchase Agreement pursuant to which the forgoing
mentioned shareholders of the Issuer sold 846,000 shares of Issuers common
stock to the Pioneer for US$35,000 (the Pioneer Consideration, together with
the Techno Consideration, the Cash Consideration) and Pioneer purchased
846,000 shares of Issuers common stock from such shareholders. The transactions
contemplated by the Purchase Agreements are hereinafter referred to the
Purchase.
As a result of the Merger, the Issuer
acquired 100% of the capital stock of Perfect Support and consequently, control
of the business and operations of SHESAYS. Prior to the Merger, the Issuer was
an Internet company that specialized in developing social networking
applications. From and after the closing date of the Merger, the Issuer's
primary operations consist of the business and operations of SHESAYS.
Item 4. Purpose of Transaction.
The Merger was part of a series of
transactions undertaken by the Issuer in order to accomplish the acquisition of
the business of SHESAYS.
Other transactions included, without limitation:
(1) a series of restructuring transactions through which BOAN
acquired control over the business operations and financial affairs of SHESAYS;
(2) All officers of the Issuer before the Merger, including
Michael Hawks, the Issuers President, Secretary, Treasurer and CFO, resigned
upon the effectiveness of the Merger. Mr. YiXiang Zhang was elected as the
Chairman and Chief Executive Officer of the Company, Mr. Wenhui Shao, as the
President, Mr. Wenbin Zhu, as the Chief Financial Officer, and Mr. Xing Wan Pu,
as the Chief Technology Officer.
6
(3) Immediately after the closing of the Merger, the Issuer
transferred of all its business and assets that it holds prior to the closing of
the Merger into Cake Ventures LLC, a California limited liability company (the
Cake), and Cake assumed all existing liabilities of the Issuer prior to the
effective time of the Merger and agreed to perform all duties and obligations of
the Issuer arising under all of Issuers liabilities, including, but not limited
to, all outstanding promissory notes payable to the order of Cake.
(4) As part of the Merger, the Issuers name was changed from
SN Strategies Corp. to the Merger Subs name China SHESAYS Medical
Cosmetology Inc. The Issuer is communicating with FINRA for the name change and
trading symbol change on the OTC Bulletin Board.
(5) Ms. Kwai Man Yip entered into certain option agreements
dated as of April 27, 2010 with certain officers and directors of SHESAYS
pursuant to which, these officers and directors of SHESAYS may purchase majority
shares of the common stock of the Issuer for a nominal price from Ms. Kwai Man
Yip within 5 years from the execution date of such option agreements.
Except as set forth herein, the Reporting Persons do not have
any present plan or proposal which relates to, or would result in any action
with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of
Schedule 13D. The Reporting Persons reserve the right from time to time to
acquire or dispose of shares of Common Stock or to formulate other purposes,
plans or proposals regarding the Issuer or securities of the Issuer held by such
Reporting Persons to the extent deemed advisable in light of general investment
policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a)
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The Reporting Persons beneficially own 14,029,920 shares
of Common Stock which represent 77.94% of the Common Stock of the Issuer.
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(b)
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As to the 14,029,920 shares, Techno Meg Limited shares
voting and dispositive power with respect to all such shares with Bondy
and Ms. Kwai Man Yip.
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(c)
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None.
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(d)
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None.
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(e)
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Not Applicable.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except for the arrangements pursuant to the Merger and the
option agreement described above, the Reporting Persons have not entered into
any contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to the securities of the Issuer.
7
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item No
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Description
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10.1
(1)
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Agreement and Plan of Merger dated
June 6, 2010, by and among the Issuer, Merger Sub and the Reporting
Persons.
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10.10
(1)
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Call Option Agreement dated
April 27, 2010.
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10.12
(1)
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Call Option Agreement dated
April 27, 2010.
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(1) Incorporated by reference from our Current Report on Form 8-K filed with
the Commission on June 7, 2010.
8
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.
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Techno Meg
Limited
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Date: July 9, 2010
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By:/s/ Pan Wang
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Name: Pan
Wang
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Title:
Director
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Bondy
Nominees Limited
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Date: July 9, 2010
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By:/s/ Kwai Man Yip
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Name: Kwai
Man Yip
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Title:
Director
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Date: July 9, 2010
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By:/s/ Kwai Man Yip
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Name: Kwai
Man Yip
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9
Joint Filing Agreement
Each of the undersigned agrees
that the Statement on Schedule 13D relating to the shares of Common Stock of
China Shesays Medical Cosmetology Inc. to which this Agreement is attached is
being filed on behalf of each of the undersigned. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same Agreement.
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Techno Meg
Limited
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Date: July 9, 2010
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By: /s/ Pan Wang
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Name: Pan
Wang
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Title:
Director
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Bondy
Nominees Limited
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Date: July 9, 2010
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By: /s/ Kwai Man Yip
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Name: Kwai
Man Yip
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Title:
Director
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Date: July 9, 2010
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By: /s/ Kwai Man Yip
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Name: Kwai
Man Yip
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10
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