- Statement of Ownership (SC 13G)
12 Febrero 2010 - 3:32PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment
No. 2)*
Yuhe International,
Inc.
(Name of
Issuer)
Common Stock, par value
$0.001 per share
(Title of
Class of Securities)
988432100
(CUSIP
Number)
December
31, 2009
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
|
Rule
13d-1(b)
|
þ
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
|
|
*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 the
disclosures provided in a prior cover page.
The
information required in 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
13G
CUSIP
NO. 988432100
|
Page
2 of 8
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Pinnacle
China Fund, L.P., a Texas limited partnership
20-3358646
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
þ
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
655,426
shares of Common Stock
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
655,426
shares of Common Stock
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,426
shares of Common Stock
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
SCHEDULE
13G
CUSIP
NO. 988432100
|
Page
3 of 8
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
The
Pinnacle Fund, L.P., a Texas limited partnership
75-2512784
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
þ
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
655,427
shares of Common Stock
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
655,427
shares of Common Stock
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,427
shares of Common Stock
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
PN
|
SCHEDULE
13G
CUSIP
NO. 988432100
|
Page
4 of 8
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Barry
M. Kitt
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
(b)
þ
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
1,430,853
shares of Common Stock
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
1,430,853
shares of Common Stock
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,430,853
shares of Common Stock
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%
(See Item 4)
|
12
|
TYPE
OF REPORTING PERSON
IN
|
SCHEDULE
13G
CUSIP
NO. 988432100
|
Page
5 of 8
|
Item
1(a).
|
Name
of Issuer:
|
|
|
|
Yuhe
International, Inc. (the "Issuer")
|
|
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
|
|
|
301
Hailong Street
|
|
Hanting
District, Weifang, Shandong Province
|
|
The
People's Republic of China
|
|
|
Items
2(a),
|
Name of Persons Filing
,
Address of Principal
Business Office and
|
(b)
and (c).
|
Citizenship:
|
|
|
|
This
Amendment No. 2 to Schedule 13G is being filed on behalf of Pinnacle China
Fund, L.P. ("Pinnacle China"), The Pinnacle Fund, L.P. ("Pinnacle") and
Barry M. Kitt, as joint filers (collectively, the "Reporting
Persons").
|
|
|
|
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed with this Amendment No. 2 to Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Amendment
No. 2 to Schedule 13G jointly in accordance with the provisions of Rule
13d-1(k) of the Securities Exchange Act of 1934, as
amended.
|
|
|
|
The
principal business office of the Reporting Persons is 4965 Preston Park
Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4
of each cover page.
|
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
|
Common
Stock, par value $0.001 per share (the "Common Stock")
|
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
|
988432100
|
|
|
Item
3.
|
Not
applicable
|
|
|
Item
4.
|
Ownership.
|
|
|
|
|
(a)
|
Amount beneficially
owned
:
|
|
|
|
|
|
1,430,853
shares of Common Stock*
|
|
|
|
SCHEDULE
13G
CUSIP
NO. 988432100
|
Page
6 of 8
|
|
(b)
|
Percent of
class
:
|
|
|
|
|
|
Based
on 15,722,180 shares of Common Stock of the Issuer outstanding as of
September 30, 2009, the Reporting Persons hold approximately 9.1%* of the
issued and outstanding Common Stock of the Issuer.
|
|
|
|
|
(c)
|
Number of shares to
which such person has
:
|
|
|
|
|
|
(i)
|
Sole
power to vote or direct the vote: 1,430,853 shares of Common
Stock*
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or direct the vote: 0
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 1,430,853
shares of Common Stock*
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose of or direct the disposition of: 0
|
|
|
|
|
|
*This
statement is filed on behalf of Pinnacle, Pinnacle China and Barry M.
Kitt. Pinnacle Advisers, L.P. ("Advisers") is the general
partner of Pinnacle. Pinnacle Fund Management, LLC
("Management") is the general partner of Advisers. Mr. Kitt is
the sole member of Management. Pinnacle China Advisers, L.P.
("China Advisers") is the general partner of Pinnacle
China. Pinnacle China Management, LLC ("China Management") is
the general partner of China Advisers. Kitt China Management,
LLC ("China Manager") is the manager of China Management. Mr.
Kitt is the manager of China Manager. Mr. Kitt may be
deemed to be the beneficial owner of the shares of Common Stock
beneficially owned by Pinnacle and Pinnacle
China. Mr. Kitt expressly disclaims beneficial ownership
of all shares of Common Stock beneficially owned by Pinnacle and Pinnacle
China.
|
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
Not
applicable
|
|
|
SCHEDULE
13G
CUSIP
NO. 988432100
|
Page
7 of 8
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
Not
applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported By the Parent Holding Company.
|
|
|
|
Not
applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
Not
applicable
|
|
|
Item
9.
|
Notice
of Dissolution of a Group.
|
|
|
|
Not
applicable
|
|
|
Item
10.
|
Certification.
|
|
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
|
SCHEDULE
13G
CUSIP
NO. 988432100
|
Page
8 of 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.
|
PINNACLE
CHINA FUND, L.P.
|
|
By:
|
Pinnacle
China Advisers, L.P., its general partner
|
|
By:
|
Pinnacle
China Management, LLC, its general partner
|
|
By:
|
Kitt
China Management, LLC, its manager
|
|
|
|
By:
|
/s/
Barry M. Kitt
|
|
|
Barry
M. Kitt, its manager
|
|
|
|
THE
PINNACLE FUND, L.P.
|
|
By:
Pinnacle Advisers, L.P., its general partner
|
|
By:
Pinnacle Fund Management, LLC, its general partner
|
|
|
|
By:
|
/s/
Barry M. Kitt
|
|
|
Barry
M. Kitt, its sole member
|
|
|
|
|
|
|
|
/s/
Barry M. Kitt
|
|
Barry
M. Kitt
|
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