0001140361-14-045208.txt : 20141215 0001140361-14-045208.hdr.sgml : 20141215 20141215144813 ACCESSION NUMBER: 0001140361-14-045208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141215 DATE AS OF CHANGE: 20141215 GROUP MEMBERS: JAMES M. GREGORY GROUP MEMBERS: JOAN P. GREGORY GROUP MEMBERS: KINGSWAY CHARITIES, INC. GROUP MEMBERS: SJ STRATEGIC INVESTMENTS, LLC GROUP MEMBERS: SUSAN GREGORY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SKYSTAR BIO-PHARMACEUTICAL CO CENTRAL INDEX KEY: 0001076939 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330901534 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81144 FILM NUMBER: 141286118 BUSINESS ADDRESS: STREET 1: RM 10601, JIEZUO PLAZA, NO. 4 STREET 2: FENGHUI ROAD SOUTH, GAOXIN DISTRICT CITY: XIAN PROVINCE STATE: F4 ZIP: 00000 BUSINESS PHONE: 407-645-4433 MAIL ADDRESS: STREET 1: RM 10601, JIEZUO PLAZA, NO. 4 STREET 2: FENGHUI ROAD SOUTH, GAOXIN DISTRICT CITY: XIAN PROVINCE STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: CYBER GROUP NETWORK CORP DATE OF NAME CHANGE: 20000711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREGORY JOHN M CENTRAL INDEX KEY: 0001200376 FILING VALUES: FORM TYPE: SC 13D/A SC 13D/A 1 doc1.htm NONE Schedule 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 04 )*

SKYSTAR BIO-PHARMACEUTICAL CO
(Name of Issuer)


Common Stock
(Title of Class of Securities)


830884102
(CUSIP Number)


John M. Gregory,  SJ Strategic Investments, LLC  340 MARTIN LUTHER KING, JR. BLVD., Suite 200  BRISTOL,  Tennessee  37620  Phone : (423) 989-8133
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


December 10, 2014
(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 (“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
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
GREGORY JOHN M
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
972,720 (See Item 5)
    
   
8
SHARED VOTING POWER
   
0
    
   
9
SOLE DISPOSITIVE POWER
   
972,720 (See Item 5)
    
   
10
SHARED DISPOSITIVE POWER
   
0
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
972,720
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
11.2%
   
   
14
TYPE OF REPORTING PERSON
   
IN
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Joan P. Gregory
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
193,500 (See Item 5)
    
   
8
SHARED VOTING POWER
   
0 (See Item 5)
    
   
9
SOLE DISPOSITIVE POWER
   
193,500 (See Item 5)
    
   
10
SHARED DISPOSITIVE POWER
   
0 (See Item 5)
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
506,720 (See Item 5)
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
5.8%
   
   
14
TYPE OF REPORTING PERSON
   
IN
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Susan Gregory
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0 (See Item 5)
    
   
8
SHARED VOTING POWER
   
0 (See Item 5)
    
   
9
SOLE DISPOSITIVE POWER
   
0 (See Item 5)
    
   
10
SHARED DISPOSITIVE POWER
   
0 (See Item 5)
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
313,220 (See Item 5)
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
3.6%
   
   
14
TYPE OF REPORTING PERSON
   
IN
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
James M. Gregory
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States of America
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
0 (See Item 5)
    
   
8
SHARED VOTING POWER
   
0 (See Item 5)
    
   
9
SOLE DISPOSITIVE POWER
   
0 (See Item 5)
    
   
10
SHARED DISPOSITIVE POWER
   
0 (See Item 5)
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
313,220 (See Item 5)
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
3.6%
   
   
14
TYPE OF REPORTING PERSON
   
IN
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
SJ Strategic Investments, LLC
30-0060195
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Tennessee
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
313,220 (See Item 5)
    
   
8
SHARED VOTING POWER
   
0
    
   
9
SOLE DISPOSITIVE POWER
   
313,220 (See Item 5)
    
   
10
SHARED DISPOSITIVE POWER
   
0
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
313,220 (See Item 5)
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
3.6%
   
   
14
TYPE OF REPORTING PERSON
   
OO
    
   
 
 
1
NAMES OF REPORTING PERSONS
   
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
Kingsway Charities, Inc.
54-1668650
    
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
 
(b)
x
   
3
SEC USE ONLY
   
     
   
4
SOURCE OF FUNDS
   
OO
    
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
 
o
 
   
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Virginia
    
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
   
466,000 (See Item 5)
    
   
8
SHARED VOTING POWER
   
0
    
   
9
SOLE DISPOSITIVE POWER
   
466,000 (See Item 5)
    
   
10
SHARED DISPOSITIVE POWER
   
0
    
   
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
466,000 (See Item 5)
    
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
 
   
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
5.4%
   
   
14
TYPE OF REPORTING PERSON
   
OO
    
   
 
 
 
 
Item 1.
Security and Issuer
  
 
 
The title and class of equity securities to which this Schedule 13D/A relates is the common stock, par value $0.001 per share (the “Common Stock”), of Skystar Bio-Pharmaceutical Company (the “Issuer”). The Issuer’s principal executive offices are located at 4/F Building B, Chuangye Square, No. 48 Keji Road, Gaoxin District, Xi’an, Shaanxi Province, People's Republic of China.
 
Item 2.
Identity and Background
  
 
 
(a)
This report is being filed by John M. Gregory and Joan P. Gregory, husband and wife, Susan Gregory, James M. Gregory, SJ Strategic Investments, LLC and Kingsway Charities, Inc. (collectively, the “Reporting Persons”). SJ Strategic Investments, LLC (“SJSI”) is a Tennessee limited liability company which has a principal business of engaging in investment activities. The members of SJSI are John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory. Susan Gregory and James M. Gregory are the children of John M. Gregory and Joan P. Gregory. Kingsway Charities, Inc. is a Virginia non-profit charitable organization for which John M. Gregory serves as Chairman of the Board of Directors.

 
(b)
The address for the Reporting Persons and the principal business office for SJSI is:

SJ Strategic Investments, LLC
340 Martin Luther King, Jr. Boulevard, Suite 200
Bristol, TN 37620

 
(c)
John M. Gregory is the Managing Member of SJSI. Joan P. Gregory is a homemaker and is not presently employed in any other capacity. Susan Gregory is the Chief Investment Officer for SJSI. James M. Gregory is General Counsel of SJSI.

 
(d)
None of the Reporting Persons has, during the last five 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 activities subject to, federal or state securities laws or finding any violation of such laws.

 
(e)
None of the Reporting Persons has, during the last five 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 activities subject to, federal or state securities laws or finding any violation of such laws.

 
(f)
John M. Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration
  
 
 
SJSI acquired its shares of Common Stock with working capital of approximately $240,008. Kingsway Charities acquired its shares of Common Stock with working capital of approximately $1,343,720. John M. Gregory and Joan P. Gregory, as joint tenants with right of survivorship, acquired their shares of Common Stock with personal funds of approximately $357,257.
 
Item 4.
Purpose of Transaction
  
 
The Reporting Persons have acquired the shares of Common Stock for investment purposes and may acquire additional shares or dispose of some or all of the shares of Common Stock, from time to time, depending upon price and market conditions, evaluation of alternative investments and other factors. The Reporting Persons intend to review on a continuing basis their investment in the shares of Common Stock, the Issuer's business affairs and financial condition, as well as conditions in the securities markets and general economic and industry conditions.
None of the Reporting Persons has any plan or proposal which relates to or which would result in:

 
(a)
An acquisition 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;

 
(c)
The sale or transfer of a material amount of assets of the Issuer;

 
(d)
Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of Directors or to fill any existing vacancies on the Board;

 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;

 
(f)
Any other material change in the Issuer's business or corporate structure;

 
(g)
Changes in the corporate governance documents or other actions which may impede the acquisition or control of the Issuer by any person;

 
(h)
Causing 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 interdealer quotation system of a registered national securities association;

 
(i)
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

 
(j)
Any action similar to any of those enumerated above.
 
Item 5.
Interest in Securities of the Issuer
  
 
(a)
The calculations in this Item are based upon 8.696,942 shares of Common Stock issued and outstanding as of November 10, 2014 (based on disclosures made by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014). As of the date hereof, the Reporting Persons beneficially owned 972,720 shares, or 11.2%, of the outstanding shares of Common Stock of the Issuer. The foregoing calculation is made pursuant to Rule l3d-3 promulgated under the Act.

 
(b)
Because John M. Gregory controls all of the voting interests of SJSI and Kingsway Charities with respect to the securities, he may be deemed to have the sole power to vote and direct the vote and the sole power to dispose and direct the disposition of the 313,220 shares held by SJSI and the 466,000 shares held by Kingsway Charities. Neither Joan P. Gregory, Susan Gregory nor James M. Gregory presently have the power to dispose, direct the disposition, vote or direct the vote of Common Shares held by SJSI or Kingsway Charities. However, they may be deemed to indirectly beneficially own shares of Common Stock of the Issuer held by SJSI due to their financial interests in SJSI. John M. Gregory and Joan P. Gregory control the voting and dispositive power of the 193,500 shares of Common Stock held by John M. Gregory and Joan P. Gregory as joint tenants with right of survivorship.

 
(c)
During the 60 day period ended as of the date hereof, the Reporting Persons have engaged in the following transactions, with all purchases and sales having been made for cash in the open market:

 
 
Transaction Date Shares or Unites Purchased (Sold) Price Per Share or Unit 
 
 
12/10/2014
11/11/2014
 134,220
10,000
 $4.56
$4.79
 

 
 
Reporting Person: SJSI

 
(d)
The Reporting Persons affirm that no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Shares beneficially owned by the Reporting Persons.

 
(e)
N/A
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
  
 
 
The Reporting Persons do not have any contract, arrangement, understandings or relationships with respect to securities of the Issuer.
 
Item 7.
Material to Be Filed as Exhibits
  
 
 
Exhibit Description
1* Joint Filing Agreement

* Filed as Exhibit 1 to the Reporting Persons’ Schedule 13D filed with the Securities and Exchange Commission on March 24, 2014.
 
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.

 
 
       
December 15, 2014
By:
/s/ John M. Gregory
  
   
John M. Gregory
  
       
 
 
       
December 15, 2014
By:
/s/ Joan P. Gregory
  
   
Joan P. Gregory
  
       
 
 
       
December 15, 2014
By:
/s/ Susan Gregory
  
   
Susan Gregory
  
       
 
 
       
December 15, 2014
By:
/s/ James M. Gregory
  
   
James M. Gregory
  
       
 
SJ Strategic Investments, LLC
  
       
December 15, 2014
By:
/s/ John M. Gregory
  
   
Managing Member
  
       
 
Kingsway Charities, Inc.
  
       
December 15, 2014
By:
/s/ John M. Gregory
  
   
Chairman of the Board of Directors
  
       
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Footnotes: 
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)