UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
KINGOLD
JEWELRY, INC.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
49579A
(CUSIP
Number)
Famous
Grow Holdings Limited
c/o ATC
Trustees (BVI) Limited
2nd
Floor, Abbott Building
Road
Tow
Tortola BVI
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
December
22, 2009
(Date of
Event which Requires Filing of this Statement)
If the
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 Rule 13d-1(b)(3) or (4), 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 Rule 13d-7(b) for other parties to
whom copies are to be sent.
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).
SCHEDULE
13D
CUSIP
No.:
49579A
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1.
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NAMES
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
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Famous
Grow Holdings Limited
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
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OO
– Other
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
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TO
ITEMS 2(d) or 2(e)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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BVI
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Number
of Shares
Beneficially
Owned by
Each
Reporting Person
With
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7. Sole
Voting Power 35,851,885
(1)
8. Shared
Voting Power –
9. Sole
Dispositive Power 35,851,885
(1)
10.
Shared Dispositive Power -
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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35,851,885
shares of common stock
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.9%
(1)
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14.
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TYPE
OF REPORTING PERSON
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CO
– Corporation
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(1) Based
upon 83,532,777 shares of common stock outstanding as of June 18, 2010 as
reported by Kingold Jewelry in a Form S-1 registration statement filed on June
18, 2010.
ITEM 1.
SECURITY AND ISSUER.
This
statement relates to the common stock, par value $0.001 per share (the "Issuer
Common Stock") of Kingold Jewelry, Inc., a Delaware corporation (the "Issuer").
The address of the principal executive offices of the Issuer is 15 Huangpu
Science and Technology Park, Jiang'an District, Wuhan, Hubei Province, PRC
430023.
ITEM 2.
IDENTITY AND BACKGROUND.
This
statement is being filed by Famous Grow Holdings Limited, a BVI corporation (the
"Reporting Person"). The Reporting Person’s address is: c/o ATC Trustees (BVI)
Limited 2nd Floor, Abbott Building, Road Tow, Tortola, BVI. The Reporting Person
is a corporation formed in the British Virgin Islands.
On or
about December 22, 2009, the Issuer completed the acquisition of Dragon Lead
Group Limited, a BVI corporation (“Dragon Lead”) pursuant to an Agreement and
Plan of Reverse Acquisition. The Reporting Person was the majority stockholder
of Dragon Lead. As a result of the acquisition transaction, the
Reporting Person received 35,851,885 shares of newly issued common stock of the
Issuer in exchange for the Reporting Person’s shares of Dragon
Lead.
The
Reporting Person has not, during the last five years, been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On or
about December 22, 2009, the Issuer completed the acquisition of Dragon Lead
Group Limited, a BVI corporation (“Dragon Lead”) pursuant to an Agreement and
Plan of Reverse Acquisition. The Reporting Person was the majority stockholder
of Dragon Lead. As a result of the acquisition transaction, the
Reporting Person received 35,851,885 shares of newly issued common stock of the
Issuer in exchange for the Reporting Person’s shares of Dragon
Lead.
ITEM 4.
PURPOSE OF TRANSACTION.
The
Reporting Person does not have any other plans which relate to or would result
in any of the items listed herewith (although the Reporting Person reserves the
right to develop such plans or proposals). From time to time the Reporting
person may acquire additional shares of common stock of the Issuer or dispose of
some or all of the shares of the Issuer’s common stock that it
owns.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
The
Reporting Person has the sole power to vote and dispose of 35,851,885 shares of
Issuer Common Stock, representing approximately 42.9% of the 83,532,777 shares
of common stock outstanding as of July 18, 2010.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The
Reporting Person has no contract, arrangement, understanding or relationship
with any other person with respect to any securities of the issuer, including,
but not limited to the transfer or voting of any such securities, puts or calls,
guarantees or profits, division of profits or loss or the giving or withholding
of proxies.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
None
Signature
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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By /s/ Qian Lei
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Qian
Lei, Director
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Kingold Jewelry (CE) (USOTC:KGJI)
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