Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
CHINA
BROADBAND, INC.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
16938M
104
(CUSIP Number)
Clive
Ng, c/o China Broadband, Inc.
1900
Ninth Street, 3rd Floor, Boulder, Colorado 80302
(303)
449-7733
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
11, 2008
(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 o.
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
(the “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).
(Continues
on following pages)
Page
1 of 7
CUSIP No. 16938M 104 |
Schedule
13D
|
Page 2
of 7
Pages
|
1. |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY):
|
|
Clive
Ng
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
(a)
o
|
||
(b)
o
|
||
3. | SEC USE ONLY: | |
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
OO
|
td> | |
5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e)
|
|
o
|
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
Malaysia
|
|
7. | SOLE VOTING POWER: |
|
||
|
26,098,153
1
|
|
NUMBER
OF
|
8. | SHARED VOTING POWER: |
SHARES
|
||
BENEFICIALLY
|
0
|
|
OWNED
BY
|
9. | SOLE DISPOSITIVE POWER: |
EACH
REPORTING
|
||
PERSON
WITH
|
26,098,153
1
|
|
|
10. | SHARED DISPOSITIVE POWER: |
|
||
0
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
26,098,153
1
|
||
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
|
o
|
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
52.1%
|
||
14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
IN
|
(1)
Includes 3,582,753 shares held by 88 Holdings, Inc. and 22,515,400 shares
held
by China Broadband Partners, Ltd. Mr. Ng controls and owns 100% beneficial
ownership over both of these entities. This filing reflects beneficial
ownership
by Mr. Ng after giving effect to the private sale of an aggregate of 7,017,814
shares by China Broadband Partners, Ltd. on January 11, 2008 to various
accredited investors for aggregate gross proceeds of $7,017.80 as previously
reported by Mr. Ng on January 15, 2008. Also reflects beneficial ownership
by
Mr. Ng after giving effect to the transfers, as previously reported by
Mr. Ng on
January 15, 2008, by China Broadband Partners, Ltd. of: 400,000 shares
to an
escrow agent, Heller Horowitz & Feit, P.C., for the benefit of
an individual
not affiliated with Mr. Ng, and to be released to such person upon satisfaction
of certain conditions pursuant to the terms of a settlement agreement,
dated as
of January 11, 2008; 28,444 shares to be disposed to a charity designated
by
such assignee upon satisfaction of certain conditions under the Settlement
Agreement; and 566,790 shares committed to be disposed of to five accredited
investors subject to satisfaction of certain conditions pursuant to the
terms of
the Settlement Agreement. Prior to the aforementioned transactions, Mr.
Ng beneficially
owned an aggregate of 34,111,201 shares of the Issuer.
Page
2 of 7
CUSIP No. 16938M 104 |
Schedule
13D
|
Page 3
of 7
Pages
|
1. |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY):
|
|
88
Holdings, Inc.
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
(a)
o
|
||
(b)
o
|
||
3. | SEC USE ONLY: | |
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
OO
|
||
5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e)
|
|
o
|
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
Colorado
|
|
7. | SOLE VOTING POWER: |
|
||
|
3,582,753
2
|
|
NUMBER
OF
|
8. | SHARED VOTING POWER: |
SHARES
|
||
BENEFICIALLY
|
0
|
|
OWNED
BY
|
9. | SOLE DISPOSITIVE POWER: |
EACH
REPORTING
|
||
PERSON
WITH
|
3,582,753
2
|
|
|
10. | SHARED DISPOSITIVE POWER:< /font> |
|
||
0
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
3,582,753
2
|
||
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
|
o
|
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
7.2%
|
||
14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
CO
|
(2)
Represents
3,582,753 shares held by 88 Holdings, Inc. Mr. Ng controls and owns 100%
beneficial ownership over this entity.
Page
3 of 7
CUSIP No. 16938M 104 |
Schedule
13D
|
Page 4
of 7
Pages
|
1. |
NAMES OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES
ONLY):
|
|
China
Broadband Partners, Ltd.
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | |
(a)
o
|
||
(b)
o
|
||
3. | SEC USE ONLY: | |
4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): | |
OO
|
||
5. |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR
2(e)
|
|
o
|
||
6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
|
British
Virgin Islands
|
|
7. | SOLE VOTING POWER: |
|
||
|
22,515,400
3
|
|
NUMBER
OF
|
8. | SHARED VOTING POWER: |
SHARES
|
||
BENEFICIALLY
|
0
|
|
OWNED
BY
|
9. | SOLE DISPOSITIVE POWER: |
EACH
REPORTING
|
||
PERSON
WITH
|
22,515,400
3
|
|
|
10. | SHARED DISPOSITIVE POWER: |
|
||
0
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
22,515,400
3
|
||
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS):
|
|
o
|
||
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
|
45%
|
||
14. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):
|
|
CO
|
(3)
Includes 22,515,400 shares held by China Broadband Partners, Ltd.
Mr. Ng,
controls and owns 100% beneficial ownership over this entity. This
filing
reflects beneficial ownership by Mr. Ng after giving effect to the
private sale
of an aggregate of 7,017,814 shares by China Broadband Partners,
Ltd. on January
11, 2008 to various accredited investors for aggregate gross proceeds
of
$7,017.80 as previously reported by Mr. Ng on January 15, 2008. Also
reflects
beneficial ownership by Mr. Ng after giving effect to the transfers,
as
previously reported by Mr. Ng on January 15, 2008 by China Broadband
Partners,
Ltd. of: 400,000 shares to an escrow agent, Heller Horowitz & Feit, P.C.,
for the benefit of an individual not affiliated with Mr. Ng, and
to be released
to such person upon satisfaction of certain conditions pursuant to
the terms
of the Settlement Agreement; 28,444 shares to be disposed to a charity
designated by such assignee upon satisfaction of certain conditions
under the
Settlement Agreement; and 566,790 shares committed to be disposed
of to five
accredited investors subject to satisfaction of certain conditions
pursuant to
the terms of the Settlement Agreement. Prior to the aforementioned
transactions,
China Broadband Ltd. beneficially owned an aggregate of 30,528,448
shares of the
Issuer.
&
#xA0;
Page
4 of 7
SCHEDULE
13D
Item
1. Security and Issuer.
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the common stock,
par value $.001 per share (the “Common
Stock”),
of
China Broadband, Inc., formerly Alpha Nutra, Inc. (the “Issuer”)
whose
executive offices are located at 1900
Ninth Street, 3rd
Floor,
Boulder, Colorado 80302.
Except
as
modified in the other items of this report, there has been no change in the
information previously reported in the Schedule 13D previously filed by Clive
Ng
individually, and on behalf of 88 Holdings, Inc. and China Broadband Partners,
Ltd. (collectively, the “Reporting Persons”).
Item
3. Source and Amount of Funds or Other Consideration.
See
Item
4. below.
Item
4. Purpose of Transaction.
Certain
of the Reporting Persons entered into the following transactions pursuant
to a settlement agreement and pursuant to a purchase and escrow agreement
between Mr. Ng and other parties described below.
On
January 11, 2008, the Issuer entered into a Settlement Agreement (the
“Settlement Agreement”) by and among the Issuer, its subsidiary China Broadband
Ltd., Stephen P. Cherner, Maxim Financial Corporation, Mark L. Baum, BCGU,
LLC,
Mark I Lev, Wellfleet Partners, Inc., Yue Pu, Clive Ng, Chardan Capital Markets,
LLC,
Jaguar
Acquisition Corporation, and China Cablecom Holdings, Ltd.
Pursuant to the Settlement Agreement, Mr. Ng agreed to sell an aggregate of
7,017,814 shares owned by China Broadband Partners, Ltd. to various accredited
investors for aggregate gross proceeds of $7,017.80.
Pursuant
to the same agreement, Mr. Ng also agreed to transfer 400,000 shares owned
by
China Broadband Partners, Ltd. to the escrow agent Heller Horowitz & Feit,
P.C., for the benefit of an individual not affiliated with the Reporting
Persons, and to be released to such person upon satisfaction of certain
conditions pursuant to the terms of the Settlement Agreement. In addition,
28,444 shares owned by China Broadband Partners, Ltd. will be disposed to
a
charity designated by such assignee upon satisfaction of certain conditions
in
the Settlement Agreement. Mr. Ng also committed to transfer 566,790 shares
to five accredited investors subject to satisfaction of certain conditions
contained in the Settlement Agreement.
Except
as
described above, the Reporting Persons have no definitive plan, arrangement
or
understanding to seek (i) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer, (ii) to cause
the
Issuer to engage in an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(iii) to sell or transfer a material amount of assets of the Issuer or any
of
its subsidiaries, (iv) to cause the Issuer to change its current board of
directors or management, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board, (v)
to
cause any material change to its capitalization, dividend policy, business,
corporate structure, charter or bylaws, (vi) to cause a class of securities
of
the Issuer to be delisted from a national securities exchange or to cease
to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities organization, (vii) to cause the Common Stock to become
eligible for termination of registration pursuant to Section 12(g)(4) of
the
Exchange Act, or (viii) to take any action similar to the above.
Page
5 of 7
Item
5. Interest
in Securities of the Issuer.
The
Reporting Persons, collectively, currently own an aggregate of 26,098,153
shares of Common Stock of the Issuer, including 3,582,753 shares held by
88
Holdings, Inc. and 22,515,400 shares held by China Broadband Partners, Ltd.,
which represents 52.1% of the Issuer's Common Stock based on 50,048,000 shares
of Common Stock issued and outstanding as of January 11, 2008. Mr. Ng has
the
sole power to vote or direct the vote, and to dispose or direct the disposition
of such 26,098,153 shares.
Except
as
set forth in Items 4 of this Amendment No. 1, the Reporting Persons have
not
effected any other transaction in any securities of the Issuer in the past
sixty
days.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer.
See
Item
4. above.
Item
7. Material to Be Filed as Exhibits.
(1) |
Not
applicable.
|
(2) |
Not
applicable.
|
(3) |
Settlement
Agreement dated as of January 11, 2008 by and among the Issuer,
its
subsidiary China Broadband Ltd., Stephen P. Cherner, Maxim Financial
Corporation, Mark L. Baum, BCGU, LLC, Mark I Lev, Wellfleet Partners,
Inc., Yue Pu, Clive Ng, Chardan Capital Markets, LLC (“Chardan Capital”),
Jaguar Acquisition Corporation (“Jaguar”), and China Cablecom Holdings,
Ltd (“Cablecom Holdings”) filed as an exhibit to the Issuer’s Current
Report on Form 8-K, dated January 11, 2008, filed with the Commission
on
January 17, 2008 and incorporated herein by
reference.
|
Page
6 of 7
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.
DATE:
January
23, 2008
/s/
Clive Ng
Clive
Ng
|
88 HOLDINGS, INC. | ||
|
|
|
By: | /s/ Clive Ng | |
Name:
Clive Ng
Title:
President
|
||
CHINA BROADBAND PARTNERS, LTD. | ||
|
|
|
By: | /s/ Clive Ng | |
Name:
Clive Ng
Title:
President
|
||
Page
7 of 7