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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
China Precision Steel, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
16941J 10 6
(CUSIP Number)
Leada Tak Tai Li
Chief Financial Officer
China Precision Steel, Inc.
8th Floor, Teda Building, 87 Wing Lok Street, Sheungwan
Hong Kong, People's Republic of China
86 21 5994 8500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 28, 2006
(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 ss.ss.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 ss.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).
Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 16941J 10 6
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY).
Hung Wan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
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7 SOLE VOTING POWER
2,293,462
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,293,462
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,293,462
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5% (See Note 1)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Note 1: This percentage assumes that there are 26,981,917 shares of common stock
outstanding, as disclosed in the Issuer's most recent Current Report on Form
8-K, filed January 4, 2007.
2
CUSIP No. 16941J 10 6
ITEM 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D
("Statement") relates is the common stock, par value $0.001 per share (the
"Common Stock") of China Precision Steel, Inc., a Colorado corporation (the
"Issuer"). The address of the Issuer's principal executive office is located at
8th Floor, Teda Building, 87 Wing Lok Street, Sheungwan, Hong Kong, People's
Republic of China.
ITEM 2. Identity and Background
(a) This statement is being filed by Hung Wan, referred to herein as the
"Reporting Person."
(b) The business address of the Reporting Person is Suite C, 20/F Neich Tower,
128 Gloucester Road, WanChai, Hong Kong Special Administrative Region,
People's Republic of China.
(c) The Reporting Person is the Principal and Managing Director of Belmont
Capital Group Limited and the Principal of Advanz Capital, Inc. The
principal address of Belmont Capital Group Limited is Suite C, 20/F Neich
Tower, 128 Gloucester Road, WanChai, Hong Kong Special Administrative
Region, People's Republic of China. The principal address of Advanz
Capital, Inc. is Suite C, 20/F Neich Tower, 128 Gloucester Road, WanChai,
Hong Kong Special Administrative Region, People's Republic of China.
(d) During the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) 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 resulting in a judgement, decree or final order enjoying
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.
(f) The Reporting Person is a citizen of Hong Kong.
ITEM 3. Source and Amount of Funds or Other Consideration
The securities acquired by the Reporting Person and reported in this
Statement (the "Shares") were acquired on December 28, 2006 under the terms of a
Stock Exchange Agreement by and among the Issuer, Partner Success Holdings
Limited, a British Virgin Islands international business company ("PSHL") and
each of the shareholders of PSHL, dated as of March 31, 2006, as amended by the
parties on July 20, 2006 and as further amended by the parties on October 21,
2006 (hereinafter collectively referred to as the "Exchange Agreement"). The
Shares were issued to the Reporting Person in connection with the consummation
of the Exchange Agreement as partial consideration for services rendered to PHSL
in the transaction.
3
ITEM 4. Purpose of Transaction
The Shares were acquired for investment purposes. Except as set forth
herein, the Reporting Person has no plans or proposals that relate to or result
in:
(a) the acquisition by any person of additional securities of the Issuer
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) any other material change in the Issuer's business or corporate
structure;
(e) any material change in the present capitalization or dividend policy
of the Issuer other than as described herein;
(f) any other material changes in the Issuer's business or corporate
structure;
(g) any changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition or
control of the Issuer by any person;
(h) the securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized or to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) in a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer
(a) As of the date of this Statement, the Reporting Person beneficially owns
2,293,462 shares, or 8.5%, of the Issuer's outstanding Common Stock. Of
this amount, 1,146,731 shares, or 4.25%, of the Issuer's outstanding
Common Stock are owned by Belmont Capital Group Limited, in which the
Reporting Person is the Principal and Managing Director, and 1,146,731
shares, or 4.25%, are owned by Advanz Capital, Inc., in which the
Reporting Person is the Principal. These percentages assumes that there
are 26,981,917 shares of common stock outstanding, as disclosed in the
Issuer's most recent Current Report on Form 8-K, filed January 4, 2007.
(b) The Reporting Person has the sole power to vote or direct the vote and
dispose or direct the disposition of the Shares.
4
(c) Not applicable.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of
Shares reported on this Statement.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Except as discussed in Items 3 and 4 herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to any securities of the
Issuer, including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. Material to be filed as Exhibits
Stock Exchange Agreement by and among the Issuer, PSHL and each of the
shareholders of PSHL, dated as of March 31, 2006, and as amended by the parties
on July 20, 2006, and as further amended by the parties on October 21, 2006
(incorporated by reference to the Company's Definitive Schedule 14A Proxy
Statement, filed with the Securities and Exchange Commission on November 22,
2006).
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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.
Dated: January 5, 2007
/s/ Hung Wan
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Hung Wan
Managing Director, Belmont Capital Group Limited
Principal, Advanz Capital, Inc.