-----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, DbusEqf4ho2vvJlu1SC2g6+CPUXXYYEI312jiEVcWgNPDtzeySjlYeaUCS4TmCig vJOcsph7TCQYpq4Q5QHevw== 0001019687-03-000553.txt : 20030325 0001019687-03-000553.hdr.sgml : 20030325 20030325082208 ACCESSION NUMBER: 0001019687-03-000553 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030325 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LI YANCHUN CENTRAL INDEX KEY: 0001224328 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SW TOWER CONVENTION PLAZA HARBOUR RD. STREET 2: ROOM 2610 CITY: HONG KONG STATE: A1 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN ORIENTAL BIOENGINEERING INC CENTRAL INDEX KEY: 0001090514 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911948329 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61781 FILM NUMBER: 03614838 BUSINESS ADDRESS: STREET 1: NO.12 JIANCE ROAD STREET 2: NANGANG DISTRICT CITY: HARBIN, CHINA STATE: C1 ZIP: 15008 BUSINESS PHONE: 86-451-666-6601 MAIL ADDRESS: STREET 1: NO.12 JIANCE ROAD STREET 2: NANGANG DISTRICT CITY: HARBIN, CHINA STATE: C1 ZIP: 15008 FORMER COMPANY: FORMER CONFORMED NAME: ORIENTAL BIOENGINEERING INC DATE OF NAME CHANGE: 19990824 SC 13D 1 yanchunli_13d-121801.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMERICAN ORIENTAL BIOENGINEERING, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE ------------------------------------------------------------------------------- (Title of Class of Securities) 028731107 ------------------------------------------------------------------------------- (CUSIP Number) JUN MIN ROOM 2610 CONVENTION PLAZA APARTMENT SOUTH WEST TOWER CONVENTION PLAZA HARBOUR ROAD HONG KONG 86-451 6666601 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 18, 2001 ------------------------------------------------------------------------------- (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 subject of this 13D, and is filing this schedule because of Rule 13-d-1(e), 13(d)-1(f) or 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 Rule 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 could 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). - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ms. Yanchun Li - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_] (b) [_] Not applicable - -------------------------------------------------------------------------------- 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) [_] Not applicable - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization China - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 1,055,450 SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY 0 EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 1,055,450 WITH ----------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,055,450 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) Nil [_] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 10.40% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The statement relates to the Common Stock, par value $0.01 per share ("Common Stock") issued by American Oriental Bioengineering Inc., a Nevada Corporation (the "Company"), whose principal executive offices are located at No. 12 Jiance Road, Nangang District, Harbin, People Republic of China 15008. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Mr. Jun Min, a China individual person ("Reporting Person"), whose address is Room 2610 Convention Plaza Apartment, South West Tower Convention Plaza, Harbour Road, Hong Kong. The Reporting Person is a Director of the Company. The Reporting Person has not, during the last five (5) years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. On December 18, 2001, Internet Golf Association, Inc. and Harbin Three Bioengineering Co., Ltd. ("HTHB") entered into an agreement whereby Internet Golf Association, Inc. acquired 100% of the equity interest of HTHB (The "Acquisition"). In connection with the Acquisition, on December 21, 2001, Internet Golf Association, Inc. filed an Information Statement on Schedule 14C and a Revised Information Statement as Amendment No. 1 to Schedule 14C after the parties to the Acquisition have determined the specific structure of the Acquisition. The Reporting Person has been appointed Director of the Company. On January 3, 2002, Internet Golf Association, Inc. changed its name to American Oriental Bioengineering, Inc. The Acquisition was treated as a purchase for accounting purposes, with HTHB becoming a wholly owned subsidiary of the Company on closing. The Company exchanged 8,538,943 shares of Common Stock for that number of shares of HTHB that constitutes 100% of the equity interest of HTHB. The Reporting Person, as one of the shareholders of HTHB received 1,206,228 shares of Common Stock of the Company. ITEM 4. PURPOSE OF TRANSACTION The Acquisition resulted in HTHB becoming a wholly owned subsidiary of the Company on closing. The Company exchanged 8,538,943 shares of Common Stock for that number of shares of HTHB that constitutes 100% of the equity interest of HTHB. The principal terms of the Acquisition plan were the following: 1. The Company acquired all of the equity interest in HTHB through a tax-free share exchange of 8,538,943 shares of newly issued restricted Common Stock of the Company for 100% equity interest in Bestkey International Ltd., which owned HTHB. 2. The Company, as a condition of the Acquisition, has converted the existing outstanding debt held by Zenith Petroleum Corporation into 439,000 shares of its Common Stock. 3. The Company converted all existing debt held by Triton Equities Fund into 100,000 shares of its Common Stock. 4. The Company has issued 160,000 shares of restricted Common Stock to Mid-Continental Securities Corp. for its services in arranging the Acquisition. 5. The Company has paid the legal fees for certain documentation related to the Acquisition by issuing 39,000 shares of Common Stock in satisfaction of these fees. 6. The Company engaged under a three-year contract with the former president of the Company, Patricia Johnston, to facilitate the operations of the Company after the Acquisition. Mrs. Johnston received 100,000 shares of Common Stock in consideration for the entire three-year consultancy term. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of the date of the Event, the Reporting Person beneficially owned 1,206,228 shares of the Company's Common Stock, comprising approximately 11.89% of the shares outstanding. The percentage used herein was calculated based upon the 10,141,017 shares of Common Stock of the Company stated by the Company as issued and outstanding as of December 18, 2001. The Reporting Person has sole voting and dispositive powers with respect to 1,206,228 shares of Common Stock, which he owns. The Reporting Person has not effected other transactions in the shares of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. A Purchase Agreement dated December 18, 2001 was signed between Internet Golf Association, Inc. and HTHB to exchange 8,538,943 shares of Common Stock of the Company in consideration for 100% of the equity interest of HTHB as described. The Reporting Person, as one of the beneficiaries of the said 8,538,943 shares, received 1,206,228 shares of Common Stock of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. NONE. 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. Dated: March 21, 2003 /s/ Jun Min - ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----