-----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, J7RuDmJ6KqibBZLGAAYXNX+KvFm16qx7GOS3/7/vWe5hQUSXvmfQj0rMho0YO6Ua Tb1IYMOW4/uWQItcIubB1Q== 0001166134-08-000002.txt : 20080110 0001166134-08-000002.hdr.sgml : 20080110 20080110161313 ACCESSION NUMBER: 0001166134-08-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080110 DATE AS OF CHANGE: 20080110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA-BIOTICS, INC CENTRAL INDEX KEY: 0001271057 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 980393071 STATE OF INCORPORATION: DE FISCAL YEAR END: 0305 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82509 FILM NUMBER: 08523747 BUSINESS ADDRESS: STREET 1: NO 999 NINGQIAO ROAD, JINQIAO EXPORT PRO STREET 2: PUDONG CITY: SHANGHAI STATE: F4 ZIP: 201206 BUSINESS PHONE: 86 21 5834 9748 MAIL ADDRESS: STREET 1: NO 999 NINGQIAO ROAD, JINQIAO EXPORT PRO STREET 2: PUDONG CITY: SHANGHAI STATE: F4 ZIP: 201206 FORMER COMPANY: FORMER CONFORMED NAME: OTISH RESOURCES INC DATE OF NAME CHANGE: 20031121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POPE ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001166134 IRS NUMBER: 621871308 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 5100 POPLAR AVE STREET 2: STE 805 CITY: MEMPHIS STATE: TN ZIP: 38137 BUSINESS PHONE: 901 763 4001 MAIL ADDRESS: STREET 1: 5100 POPLAR AVE STREET 2: STE 805 CITY: MEMPHIS STATE: TN ZIP: 38137 SC 13G/A 1 chbt1102008.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) China Biotics Inc. (Name of Issuer) Common (Title of Class of Securities) 16937B109 (CUSIP Number) 12/11/07 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons 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. 16937B109 1. Names of Reporting Persons. Pope Asset Management, LLC I.R.S. Identification Nos. of above persons 62-1871308 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization TennesseeNumber of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 3024937 6. Shared Voting Power 3024937 7. Sole Dispositive Power 3024937 8. Shared Dispositive Power 3024937 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3024937 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 15.78 12. Type of Reporting Person (See Instructions) IA 1. Names of Reporting Persons. William P. Wells I.R.S. Identification Nos. of above persons 426961338 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization TennesseeNumber of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 3024937 6. Shared Voting Power 3024937 7. Sole Dispositive Power 3024937 8. Shared Dispositive Power 3024937 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3024937 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 15.78 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Name of Issuer China-Biotics Inc. (b) Address of Issuer's Principal Executive Offices No. 999 Ningqiao Road Jinqiao Export Processing Zone Pudong, Shanghai 201206 Peoples Republic of China Item 2. (a) This statement is filed by and on behalf of: Pope Asset Management LLC a Tennessee limited liability company ("Pope Asset") and William P. Wells ("Mr. Wells"). Pope Asset serves and an investment adviser and/or manager to various persons, including Pope Investments LLC, a Delaware limited liability company ("Pope 1")and Pope Investments II LLC, a Delaware limited liability company ("Pope 2")(collectively referred to herein sometimes as the "Pope Funds"). Pope Asset is the sole manager for each of the Pope Funds and has sole voting control and investment and disposition power and discretion with respect to all securities held by the Pope Funds. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including each of the Pope Funds. Mr. Wells is the sole manager of Pope Asset. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of the Pope Funds. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer, or (ii) a member of any group with respect to the issuer or any securities of the issuer. Pope Asset and Mr. Wells have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. (b) Address of Principal Business Office or if none, Residence 5100 Poplar Ave Ste 805 Memphis TN 38137 (c) Citizenship USA (d) Title of Class of Securities Common (e) CUSIP Number 16937B109 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c) check whether the person filing is a: (a) Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Explanatory Notes. For purposes of determining the percentage of outstanding shares with respect to this statement the reporting persons have relied upon information obtained from the issuer that the aggregate number of outstanding shares of Common Stock of the issuer on December 14, 2007 subsequent to the acquisition for which this schedule is filed, was 19,163,333. The number of shares of Common Stock reported herein includes 933,440 shares held by Pope 1 and 2,083,333 shares of the issuer's common stock which may be issued to Pope 2 upon conversion of a 4 percent convertible note issued to Pope 2 on or about December 11, 2007, in the principal amount of 25 Million dollars and which has a maturity date of December 11, 2010. The original 13G to which this statement serves as Amendment 1 was filed in December 2006 reflecting the 933,440 shares of issuer's common stock held by Pope 1 at that time. (a) Amount Beneficially Owned: See Item 9 of each cover page for the respective reporting persons. (b) Percent of Class: See Item 11 of each cover page for the respective reporting persons. (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: See Item 5 of each cover page for the respective reporting persons. (ii) Shared power to vote or to direct the vote: See Item 6 of each cover page for the respective reporting persons. (iii) Sole power to dispose or direct the disposition of: See Item 7 of each cover page for the respective reporting persons. (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page for the respective reporting persons. Pope Asset and Mr. Wells do not directly own any shares of the issuer's Common Stock. Pope Asset is the sole Manager of each of the Pope Funds. Mr. Wells is the Manager of Pope Asset. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including each of the Pope Funds. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of the Pope Funds. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement 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 [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Pope Asset serves and an investment adviser and/or manager to various persons, including each of the Pope Funds. Pope Asset is the sole manager for the Pope Funds and has sole voting control and investment and disposition power and discretion with respect to all securities held by each of the Pope Funds. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including the Pope Funds. Mr. Wells is the sole manager of Pope Asset. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of the Pope Funds. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 01/10/07 Date William P. Wells Signature William P. Wells/President Name/Title Pope Asset Management, LLC William P. Wells Signature Exhibit 99.1 This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, $.001 par value, of China-Biotics,Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in a accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: January 10, 2008. Pope Asset Management, LLC, William P. Wells Signature Willaim P. Wells/Manager Willaim P. Wells Signature WILIAM P. WELLS Signature William P. Wells, Individually -----END PRIVACY-ENHANCED MESSAGE-----