CUSIP No. | 98975X102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
CD INTERNATIONAL ENTERPRISES, INC. 13-3876100 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
0 (2) | |||||
6 | SHARED VOTING POWER | ||||
814,732 (1) (2) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
0 (2) | |||||
8 | SHARED DISPOSITIVE POWER | ||||
814,732 (1) (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
814,732 (1)(2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
HC , CO | |||||
FOOTNOTES | |||||
General: This statement reflects the Reporting Person's beneficial ownership of the Issuer as of the date of this statement.
(1)Shares held indirectly through the Reporting Person's wholly-owned subsidiaries China Direct Investments, Inc., CDI Shanghai Management Co. and Capital One Resource Co., Ltd. (2) Excludes 340,000 shares beneficially owned by a subcontractor to the Reporting Person who is an unrelated third party that provided services to the Reporting Person in connection with the acquisition of China Ziyang Technology. The Reporting Person disclaims beneficial ownership of the 340,000 shares beneficially owned by this subcontractor and the inclusion of these shares in this statement shall not be deemed an admission of beneficial ownership of any of these shares for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934. |
CUSIP No. | 98975X102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
China Direct Investments, Inc. 20-2307927 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
505,621 (2) | |||||
6 | SHARED VOTING POWER | ||||
0 (2) | |||||
7 | SOLE DISPOSITIVE POWER | ||||
505,621 (2) | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 (2) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
505,621 (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
x | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
CUSIP No. | 98975X102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
CDI Shanghai Management Co. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) x | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Peoples Republic of China | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
10,000 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
10,000 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
10,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
CUSIP No. | 98975X102 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Capital One Resource Co., Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Brunei | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
299,111 | |||||
6 | SHARED VOTING POWER | ||||
0 | |||||
7 | SOLE DISPOSITIVE POWER | ||||
299,111 | |||||
8 | SHARED DISPOSITIVE POWER | ||||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
299,111 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
(a) | Name
of Issuer |
Ziyang Ceramics Corporation |
(b) | Address
of Issuer’s Principal Executive Offices |
LvBiao Industrial Park
Longdu Street Zhucheng City, Shangdong Province China 262200 |
(a) | Name
of Person Filing |
China Direct Investments, Inc.
CDI Shanghai Management Co. Capital One Resource Co., Ltd. |
(b) | Address
of Principal Business Office or, if none, Residence |
China Direct Investments, Inc.
431 Fairway Drive, Suite 200 Deerfield Beach, FL 33441 a Florida corporation CDI Shanghai Management Co. 59 Maoming Rd. (S), W6351 Shanghai, China 20020 a Chinese company Capital One Resource Co., Ltd. Room 804, Sino Center 582-592 Nathan Rd Hong Kong 852 a Brunei company |
(c) | Citizenship |
See response to Items 2(a) and (b) above. |
(d) | Title
of Class of Securities |
Common Stock |
(e) | CUSIP
Number |
98975X102 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
814,732 |
(b) |
Percent of class: 8.1 |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
0 |
(ii) |
Shared power to vote or to direct the vote:
814,732 |
(iii) |
Sole power to dispose or to direct the disposition of:
0 |
(iv) |
Shared power to dispose or to direct the disposition of:
814,732 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
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. |
CD International Enterprises, Inc. | |||
Date:
September 11, 2012 | By:
| /s/ Yuejian (James) Wang | |
Name: Yuejian (James) Wang | |||
Title: Chief Executive Officer | |||
China Direct Investments, Inc. | |||
Date:
September 11, 2012 | By:
| /s/ Andrew Goldrich | |
Name: Andrew Goldrich | |||
Title: Vice President | |||
Capital One Resource Co., Ltd. | |||
Date:
September 11, 2012 | By:
| /s/ Xiaowen Zhuang | |
Name: Xiaowen Zhuang | |||
Title: General Manager | |||
CDI Shanghai Management Co., Ltd. | |||
Date:
September 11, 2012 | By:
| /s/ Xiaowen Zhuang | |
Name: Xiaowen Zhuang | |||
Title: General Manager | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |