-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PqU9jB6JmC8Wj4oFkuHktx3xK8mNwYjDnTnd797ZHH9SJ1Pga2gW4mwrM36fFUOA bHZwBT6gW687cpU5d2f47g== 0001210052-07-000007.txt : 20070207 0001210052-07-000007.hdr.sgml : 20070207 20070206174147 ACCESSION NUMBER: 0001210052-07-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LONG-E INTERNATIONAL, INC. CENTRAL INDEX KEY: 0001082562 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 870624752 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82238 FILM NUMBER: 07585588 BUSINESS ADDRESS: STREET 1: C-6F HUHAN CHUANGXIN BLOCK STREET 2: KEYUAN ROAD, HI-TECH INDUSTRY ZONE CITY: SHENZHEN GUANDONG STATE: F4 ZIP: 5180000 BUSINESS PHONE: 86 755 3396 5188 MAIL ADDRESS: STREET 1: C-6F HUHAN CHUANGXIN BLOCK STREET 2: KEYUAN ROAD, HI-TECH INDUSTRY ZONE CITY: SHENZHEN GUANDONG STATE: F4 ZIP: 5180000 FORMER COMPANY: FORMER CONFORMED NAME: INNCARDIO, INC DATE OF NAME CHANGE: 20050304 FORMER COMPANY: FORMER CONFORMED NAME: SOFTWALL EQUIPMENT CORP DATE OF NAME CHANGE: 19991110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-359-0200 MAIL ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G 1 loge13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Long-e International, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 54265M108 (CUSIP Number) 1/25/07 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d- 1(b) [X] Rule 13d-1(c) [ ] 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). CUSIP No. 54265M108 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). BARRON PARTNERS LP 431981699 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X 3. SEC Use Only ........................................................... .............. ........................................................... .......... 4. Citizenship or Place of Organization United States, Incorporated in Delaware Number of Shares 5 Sole Voting Power Beneficially Owned by Each 3,434,500 (1) Reporting Person 6 Shared Voting Power With none 7 Sole Dispositive Power 3,434,500 (1) 8 Shared Dispositive Power none 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,434,500 (1) 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) N/A 11. Percent of Class Represented by Amount in Row (9) 9.9% 12. Type of Reporting Person (See Instructions) PN (1) Represents 3,434,500 shares of common stock issuable upon conversion of convertible note and / or exercise of warrants that are convertible and / or exercisable within 60 days of the Date of the Event, and excludes up to 13,565,500 shares of common stock issuable upon conversion of convertible note and exercise of warrants that are not convertible and / or exercisable within the said 60-day period pursuant to the terms thereof. Pursuant to the terms of convertible note and warrants, the Reporting Person may not acquire shares of common stock upon conversion of convertible note and exercise of warrants to the extent that, upon conversion or exercise, the number of shares of common stock beneficially owned by the Reporting Person would exceed 9.9% of the issued and outstanding shares of common stock of the issuer. Item 1. (a) Name of Issuer Long-e International, Inc. (b) Address of Issuer's Principal Executive Offices C-6F Huhan Chuangxin Block, Keyuan Road Hi-Tech Industry Zone Shenzhen, 518000 Guangdong, China Item 2. (a) Name of Person Filing Barron Partners LP (b) Address of Principal Business Office or, if none, Residence 730 Fifth Avenue, 25th Floor New York, NY 10019 (c) Citizenship United States of America, Incorporated in Delaware (d) Title of Class of Securities Common Stock (e) CUSIP Number 54265M108 Item 3. If this statement is filed pursuant to 240.13dm 1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a )[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b [ ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) [ ] An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E); (f [ ] An employee benefit plan or endowment fund in accordance with 240.13d- 1(b)(1)(ii)(F); (g ) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] 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) [ ] Group, in accordance with 240.13d 1(b)(1)(ii)(J). Item 4 Ownership. The holdings reported herein are stated as of January 25, 2007. (a) Amount beneficially owned: 3,434,500 (1) (b) Percent of class: 9.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,434,500 (1) (ii) Shares power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 3,434,500 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following []. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. N/A Item 8. Identification and Classification of Members of the Group N/A Item 9. Notice of Dissolution of Group N/A 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. 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 February 5, 2007 /s/ Andrew B. Worden Signature Managing Director, General Partner Entity Name/Title -----END PRIVACY-ENHANCED MESSAGE-----