sc13g

0000950134-05-019859.txt : 20051027 0000950134-05-019859.hdr.sgml : 20051027 20051027141235 ACCESSION NUMBER: 0000950134-05-019859 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 GROUP MEMBERS: BARRY M KITT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TS ELECTRONICS INC CENTRAL INDEX KEY: 0001106644 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 731564807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80735 FILM NUMBER: 051159638 BUSINESS ADDRESS: STREET 1: 111 HILLTOP LANE STREET 2: / CITY: POTTSBORO STATE: TX ZIP: 75076 BUSINESS PHONE: 9037869618 MAIL ADDRESS: STREET 1: 111 HILLTOP LANE STREET 2: / CITY: POTTSBORO STATE: TX ZIP: 75076 FORMER COMPANY: FORMER CONFORMED NAME: SOFTSTONE INC DATE OF NAME CHANGE: 20030128 FORMER COMPANY: FORMER CONFORMED NAME: SOFTSTONE INC /DE/ DATE OF NAME CHANGE: 20010808 FORMER COMPANY: FORMER CONFORMED NAME: KILKENNY ACQUISITION CORP DATE OF NAME CHANGE: 20000214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pinnacle China Fund, L.P. CENTRAL INDEX KEY: 0001342419 IRS NUMBER: 203358646 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 BUSINESS PHONE: 972-985-2121 MAIL ADDRESS: STREET 1: 4965 PRESTON PARK BLVD. STREET 2: SUITE 240 CITY: PLANO STATE: TX ZIP: 75093 SC 13G 1 d29689sc13g.htm SCHEDULE 13G sc13g

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

TS Electronics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89852P106

(CUSIP Number)

October 20, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

þ Rule 13d-1 (c)

o 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 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).

Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000

13G

CUSIP No. 89852P106 Page 2 of 7

1. Name of Reporting Person:
Pinnacle China Fund, L.P., a Texas limited partnership
20-3358646 I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
Texas

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
2,777,844

6. Shared Voting Power:
0

7. Sole Dispositive Power:
2,777,844

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,777,844

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
9.26%

12. Type of Reporting Person:
PN

13G

CUSIP No. 89852P106 Page 3 of 7

1. Name of Reporting Person:
Barry M. Kitt I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group:

(a) o

(b) þ

3. SEC Use Only:

4. Citizenship or Place of Organization:
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

5. Sole Voting Power:
2,777,844

6. Shared Voting Power:
0

7. Sole Dispositive Power:
2,777,844

8. Shared Dispositive Power:
0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,777,844

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o

11. Percent of Class Represented by Amount in Row (9):
9.26%

12. Type of Reporting Person:
IN


CUSIP No. 89852P106		Page 4 of 7


Item 1(a)		Name of Issuer:

		TS Electronics, Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		Unit 8, D Area, Office Hall, Haikou Bonded Zone,
		Haikou, Hainan Province, China, 570216

Item 2(a)		Names of Persons Filing:

		Pinnacle China Fund, L.P.
		Barry M. Kitt

Item 2(b)		Address of Principal Business Office:

		4965 Preston Park Blvd.
		Suite 240
		Plano, Texas 75093

Item 2(c)		Citizenship:

		See Item 4 of each cover page.

Item 2(d)		Title of Class of Securities:

		Common Stock, par value $0.001 per share

Item 2(e)		CUSIP No:

		89852P106


CUSIP No. 89852P106		Page 5 of 7


Item 3	Status of Persons Filing:

	(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 association 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:

	(a)	This statement is filed on behalf of Pinnacle China Fund, L.P. (“Pinnacle”) and Barry M. Kitt. Pinnacle China Advisers, L.P. (“Advisers”) is the general partner of Pinnacle. Pinnacle China Management, LLC (“Management”) is the general partner of Advisers. Kitt China Management, LLC (“Manager”) is the manager of Management. Mr. Kitt is the sole member of Manager. As of October 20, 2005, Pinnacle was the beneficial owner of 2,777,844 shares of common stock of TS Electronics, Inc. (“Common Stock”). Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle. Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle.

	(b)	Percent of Class:

		See Item 11 of each cover page.

	(c)	Number of shares as to which each person has:

		(i)	sole power to vote or to direct the vote:

			See Item 5 of each cover page.


CUSIP No. 89852P106		Page 6 of 7


		(ii)	shared power to vote or to direct the vote:

			See Item 6 of each cover page.

		(iii)	sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page.

		(iv)	shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page.

Item 5	Ownership of 5% or Less of a Class:

	Not applicable.

Item 6	Ownership of More than 5% on Behalf of Another Person:

	Not applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

	Not applicable.

Item 8	Identification and Classification of Members of the Group:

	Not applicable.

Item 9	Notice of Dissolution of Group:

	Not applicable.

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.


CUSIP No. 89852P106		Page 7 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: October 27, 2005


		PINNACLE CHINA FUND, L.P.

		By:		Pinnacle China Advisers, L.P., its general partner

		By:		Pinnacle China Management, LLC, its general partner

		By:		Kitt China Management, LLC, its manager

		By:		/s/ Barry M. Kitt

				Barry M. Kitt, its sole member

		/s/ Barry M. Kitt

		Barry M. Kitt

EXHIBITS


Exhibit 1		Joint Filing Agreement, dated October 27, 2005, by and between Pinnacle China Fund, L.P. and Barry M. Kitt.

EX-99.1 2 d29689exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of TS Electronics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of October 27, 2005.


		PINNACLE CHINA FUND, L.P.

		By:		Pinnacle China Advisers, L.P., its general partner

		By:		Pinnacle China Management, LLC, its general partner

		By:		Kitt China Management, LLC, its manager

		By:		/s/ Barry M. Kitt

				Barry M. Kitt, its sole member

		/s/ Barry M. Kitt

		Barry M. Kitt


13G
CUSIP No. 89852P106					Page 2 of 7

	1.	Name of Reporting Person: Pinnacle China Fund, L.P., a Texas limited partnership 20-3358646			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: Texas

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 2,777,844

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 2,777,844

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,777,844

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 9.26%

	12.	Type of Reporting Person: PN


13G
CUSIP No. 89852P106					Page 3 of 7

	1.	Name of Reporting Person: Barry M. Kitt			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group:
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Citizenship or Place of Organization: United States

Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 2,777,844

			6.	Shared Voting Power: 0

			7.	Sole Dispositive Power: 2,777,844

			8.	Shared Dispositive Power: 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,777,844

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o

	11.	Percent of Class Represented by Amount in Row (9): 9.26%

	12.	Type of Reporting Person: IN