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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).
Wo Hing Li
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) |_|
(b) |_|
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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
20,128,510
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 20,128,510
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,128,510
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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)
74.6% (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.
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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 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 Wo Hing Li, sometimes referred to
herein as the "Reporting Person."
(b) The business address of Wo Hing Li is 8th Floor, Teda Building, 87
Wing Lok Street, Sheungwan, Hong Kong, People's Republic of China.
(c) Wo Hing Li is President and Chief Executive Officer of the Issuer.
(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) Wo Hing Li 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"). Under
the Exchange Agreement, the Shares were issued to the Reporting Person as
consideration in exchange for the Issuer's acquisition of all 50,000 of the
issued and outstanding common stock of PSHL.
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:
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(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 owns
20,128,510 shares or 74.6% of the Issuer's outstanding common stock,
par value $0.001 per share. 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.
(b) The Reporting Person has the sole power to vote or direct the vote
and dispose or direct the disposition of the Shares.
(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.
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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
1. Stock Exchange Agreement by and among the Company, 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 4, 2007
/s/ Wo Hing Li
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Wo Hing Li, President and Chairman of the Board
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