UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934*
ALLSTAR
RESTAURANTS
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
01989L106
(CUSIP
Number)
Mr.
Guozhu Wang
24
th
Floor, Building A, Zhengxin Mansion, No. 5 of 1
st
Gaoxin Road
Hi-Tech
Development Zone, Xi’an City, PRC
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
February
12, 2010
(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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1
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NAMES
OF REPORTING PERSONS
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Guiping
Zhang
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
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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 (See Instructions)
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AF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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People’s Republic of China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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5,227,200
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8
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SHARED
VOTING POWER
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0
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9
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SOLE
DISPOSITIVE POWER
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5,227,200
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,227,200
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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13.59%**
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14
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TYPE
OF REPORTING PERSON (See Instructions)
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IN
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**This
calculation is based upon 38,450,000 shares of common stock of Allstar
Restaurants outstanding as of February 12, 2010, as reported in Allstar
Restaurants’s report on Form 8-K dated as of February19, 2010.
Item
1.
Security and
Issuer
The title
of the class of equity securities to which this statement relates to is shares
of common stock, $0.001 par value, of Allstar Restaurants, a Nevada corporation
(the “Issuer”). The principal offices of the Issuer are located at 24
th
Floor, Building A, Zhengxin Mansion, No. 5 of 1
st
Gaoxin Road, Hi-Tech Development Zone, Xi’an City, PRC710075.
Item
2.
Identity and
Background
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(a)
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This
statement is being filed by Guiping Zhang (the “Reporting
Person”).
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(b)
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The
Reporting Person’s business address is 24
th
Floor, Building A, Zhengxin Mansion, No. 5 of 1
st
Gaoxin Road, Hi-Tech Development Zone, Xi’an City,
PRC710075.
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(c)
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The
Reporting Person is the President of the Issuer. The Issuer’s principal
business address is 24
th
Floor, Building A, Zhengxin Mansion, No. 5 of 1
st
Gaoxin Road, Hi-Tech Development Zone, Xi’an City,
PRC710075.
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(d)
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During
the last five years, the Reporting Person has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, the Reporting Person 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, United States Federal or State securities laws or
finding any violations with respect to such
laws.
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(f)
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The
Reporting Person is a citizen of the People’s Republic of
China.
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Item
3. Source
and Amount of Funds or Other Consideration
On
February 12, 2010, the Issuer executed and consummated a Merger Agreement and
Plan of Reorganization dated February 12, 2010 (the “Merger Agreement”), by and
among the Issuer, Allstar Acquisitions Co., a Delaware corporation which is a
wholly owned subsidiary of the Issuer, China Qinba Pharmaceuticals, Inc., a
Delaware corporation (“China Qinba Pharmaceuticals”), Terry G. Bowering and the
majority Shareholders of China Qinba Pharmaceuticals, Inc. (the “Merger
Transaction”).
In the
Merger Transaction, through the Issuer’s wholly-owned subsidiary Allstar
Acquisitions Co., the Issuer acquired control of China Qinba Pharmaceuticals and
Xi-an Development Pharmaceuticals Co., Ltd. (“WFOE”), China Qinba
Pharmaceuticals’s wholly-owned subsidiary, a wholly foreign-owned enterprise
organized under the laws of the People’s Republic of China, by issuing to all of
the China Qinba Pharmaceuticals shareholders shares of the Issuer’s common stock
as consideration for all of the outstanding capital stock of China Qinba
Pharmaceuticals.
At the
closing of the Merger Transaction (the “Closing”), the Issuer issued 33,600,000
shares of common stock to all of the China Qinba Pharmaceuticals shareholders as
merger consideration for 100% of the common stock of China Qinba
Pharmaceuticals, among which 5,227,200 shares were issued to the Reporting
Person in exchange for the 4,356,000 shares of common stock of China Qinba
Parmaceuticals owned by the Reporting Person. Additionally, pursuant to the
Merger Agreement, Terry Bowering transferred 5,100,000 shares of common stock of
Allstar Restaurants for cancellation in exchange for 100% of the issued and
outstanding shares of China Doll Foods Ltd., a wholly-owned subsidiary of the
Issuer, d/b/a China Doll Restaurant and Lounge. Immediately after the Closing,
the Issuer had a total of 38,450,000 shares of common stock outstanding, with
all of the China Qinba Pharmaceuticals shareholders (and their assignees) owning
approximately 87.39 % of our outstanding common stock, and the balance held by
those who held our common stock prior to the Closing.
Item
4.
Purpose of
Transaction
The
Merger Transaction was part of a series of transactions undertaken by the Issuer
in order to accomplish the acquisition of the business of Xi’an Qinba
Pharmaceuticals Co., Ltd., a company organized under the law of the People’s
Republic of China (“Xi’an Qinba”), by the Issuer.
Other
transactions included, without limitation:
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·
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the
resignation of the Issuer’s Chief Executive Officer and principal
financial officer, and the appointment of a new Chief Executive Officer
and director, a new Chief Financial Officer and a new President on
February 12, 2010;
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·
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a
prospective change in control of the Issuer under which the Issuer’s
former sole director resigns and four new directors are appointed to its
board of directors, subject to the filing and dissemination of an
information statement on Schedule
14f-1;
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·
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the
Merger Agreement entered into by and among the Issuer, Allstar
Acquisitions Co., China Qinba Pharmaceuticals, , Terry G. Bowering and the
majority shareholders of China Qinba Pharmaceuticals, pursuant to which
the Issuer issued 33,600,000 shares of common stock to all of the China
Qinba Pharmaceuticals Shareholders as merger consideration for 100% of the
common stock of China Qinba
Pharmaceuticals;
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·
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a
Share Exchange Agreement, dated February 12, 2010, by and between Terry
Bowering and the Company, pursuant to which Terry Bowering transferred
5,100,000 shares of common stock of Allstar Restaurants for cancellation
in exchange for 100% of the issued and outstanding shares of China Doll
Foods Ltd.
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As a
result of the Merger Transaction, Xi’an Qinba serves as the Issuer’s operating
entity. The Issuer controls Xi’an Qinba via WFOE, the Issuer’s indirect
wholly-owned subsidiary, through a series of contractual agreements entered into
between WFOE and Xi’an Qinba.
Except as
set forth herein, the Reporting Person does not have any present plan or
proposal as a stockholder 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 Person reserves 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 Person
to the extent deemed advisable in light of general investment policies, market
conditions and other factors.
Item
5.
Interest in
Securities of the Issuer
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(a)
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As
of the date hereof, the Reporting Person beneficially owns 5,227,200
shares of the Issuer’s common stock, which represents approximately 13.59%
of the Issuer’s common stock.
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(b)
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The
Reporting Person may be deemed to hold sole voting and dispositive power
over 5,227,200 shares of common stock of the
Issuer.
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(c)
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Other
than the acquisition of the shares has reported herein, the Reporting
Person has not effected any transactions in the shares of the Issuer
during the past 60 days or since the most recent filing of Schedule 13D,
whichever is less.
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(d)
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To
the best knowledge of the Reporting Person, no person other than the
Reporting Person has the right to receive, or the power to direct the
receipt of, dividends from, or the proceeds from the sale of the 5,227,200
shares of common stock reported in Item
5(a).
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(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Except
for the arrangements pursuant to the Merger Transaction and the Merger Agreement
described above, the Reporting Person has not entered into any contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to the securities of the Issuer.
Item
7.
Material to Be Filed
as Exhibits
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1.
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Merger
Agreement and Plan of Reorganization, dated February 12, 2010, by and
among the Issuer, Allstar Acquisitions Co., China Qinba Pharmaceuticals,
Inc., Terry G. Bowering and the majority Shareholders of China Qinba
Pharmaceuticals, Inc. ( incorporated by reference to the exhibits to the
Issuer’s Current Report on Form 8-K filed with the SEC on February 19,
2010)
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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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Date:
February 23, 2010
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By:
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/s/ Guiping
Zhang
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Name:
Guiping Zhang
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