0001166134-12-000004.txt : 20120215
0001166134-12-000004.hdr.sgml : 20120215
20120214182112
ACCESSION NUMBER: 0001166134-12-000004
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120215
DATE AS OF CHANGE: 20120214
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: China Housing & Land Development, Inc.
CENTRAL INDEX KEY: 0001303330
STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520]
IRS NUMBER: 201334845
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-81759
FILM NUMBER: 12613440
BUSINESS ADDRESS:
STREET 1: 6 YOUYI DONG LU, HAN YUAN 4 LOU
CITY: XI'AN, SHAANXI PROVINCE
STATE: F4
ZIP: 710054
BUSINESS PHONE: 86-029-82582632
MAIL ADDRESS:
STREET 1: 6 YOUYI DONG LU, HAN YUAN 4 LOU
CITY: XI'AN, SHAANXI PROVINCE
STATE: F4
ZIP: 710054
FORMER COMPANY:
FORMER CONFORMED NAME: Pacific Northwest Productions Inc.
DATE OF NAME CHANGE: 20040915
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
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
FORMER COMPANY:
FORMER CONFORMED NAME: POPE ASSET MANAGEMENT LLC
DATE OF NAME CHANGE: 20020128
SC 13G
1
chln13g021412.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)
China Housing and Land Development, Inc. (Name of Issuer)
Common (Title of Class of Securities)
16939V103 (CUSIP Number)
12/31/2011 (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 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. 16939V103
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 Tennessee
Number of Shares Beneficially Owned by Each Reporting
Person With
5.
Sole Voting Power 5,325,702*
6.
Shared Voting Power 0
7.
Sole Dispositive Power 5,325,702*
8.
Shared Dispositive Power 0
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person 5,325,702*
*The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC and Pope Investments II LLC.
Pope Asset Management is the investment advisor for
Pope Investments LLC. Pope Investments II LLC owns
238,472 shares of China Housing and Land Development, Inc.
Pope Asset Management, LLC directly owns
5,087,230 shares of China Housing and Land Development, Inc
on behalf of its clients.
Therefore, Pope Asset Management, LLC, as investment advisor to
Pope Investments II LLC, could be deemed to be beneficial owners
of 5,325,702 shares of China Housing and Land Development, Inc.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9) 15.19%
12.
Type of Reporting Person (See Instructions) IA
1.
Names of Reporting Persons. Pope Investments II LLC
I.R.S. Identification Nos. of above persons 260281944
2.
Check the Appropriate Box if a Member of a Group
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting
Person With
5.
Sole Voting Power 238,472
6.
Shared Voting Power 238,472
7.
Sole Dispositive Power 238,472
8.
Shared Dispositive Power 238,472
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person 238,472
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9) 0.68%
12.
Type of Reporting Person (See Instructions) 00
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 Tennessee
Number of Shares Beneficially Owned by Each Reporting
Person With
5.
Sole Voting Power 5,325,702*
6.
Shared Voting Power 5,325,702*
7.
Sole Dispositive Power 5,325,702*
8.
Shared Dispositive Power 5,325,702*
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person 5,325,702*
*William P. Wells is sole manager of Pope Asset Management, LLC.
The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC, Pope Investments, LLC and
Pope Investments II,LLC and Annuity Life and Re (Holdings) Ltd.
Pope Asset Management is the investment
advisor for Pope Investments LLC and Pope Investments II LLC and
Annuity Life and Re (Holdings) Ltd.
Pope Investments LLC owns 416,667 warrants each convertible
into one common share at $4.50.
Pope Asset Management, LLC owns 5,087,230 shares of common stock
in addition to the shares owned by Pope Investments II LLC.
Annuity Life and Re (Holdings) Ltd owns $2,000,000 face amount Senior
Secured Convertible Bonds Paying a 5% coupon of which the lesser
of i) the face amount left outstanding or ii) $900,000 is
convertible into 161,580 common shares at a price of $5.57 when
the 30 day volume weighted average price (VWAP) of the common
shares is less than $10. However, if the 30 day VWAP of the
common shares is equal to or greater than $10 the first $450,000
of face value of the bonds to be converted will be converted at
$5.82 per common share and if the 30 day VWAP of the common
shares is equal to or greater than $12 all $900,000 of face value
bonds eligible for conversion can be converted at $5.82.
Pope Investments II LLC also owns 143,747 warrants exchangeable
for common shares at $6.07 per common share.
Pope Investments II LLC also owns 465,037 common shares.
Therefore, Pope Asset Management, Pope Investments LLC,
Pope Investments II LLC, and Annuity Life and Re (Holdings) Ltd
could be deemed to be beneficial
owners of 6,047,696 shares of China Housing and Land
Development, Inc.
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9) 15.19%
12.
Type of Reporting Person (See Instructions) IN
Item 1.
(a)
Name of Issuer China Housing and Land Development, Inc
(b)
Address of Issuer's Principal Executive Offices
6 Youyi Dong Lu, Han Yuan 4 Lou
Xi'An Shaanxi Province China, 710054
Item 2.
(a)
This statement is filed by and on behalf of:
(i) Pope Investments LLC, a Delaware limited liability company
("Pope Investments"); (ii) Pope Asset Management, LLC, a
Tennessee limited liability company ("Pope Asset");
(iii) Pope Investments II LLC, a Delaware limited liability
company ("Pope II"); and (iv) William P. Wells ("Mr. Wells").
Pope Asset serves as an investment adviser and/or manager
to various persons, including Pope Investments and Pope II.
Pope Asset is the sole manager for Pope Investments and has
sole voting control and investment and disposition power
and discretion with respect to all securities held by
Pope Investments and Pope II. 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
Pope Investments and Pope II. 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 Pope Investments and Pope II.
Mr. Wells 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 Investments,
Pope II, 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
(i) Pope Investments - Delaware
(ii) Pope II - Delaware
(iii) Pope Asset Management - Tennessee
(iv) Mr. Wells - Tennessee
(d)
Title of Class of Securities Common
(e)
CUSIP Number 16939V103
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)
[ ]
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78).
(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)
[ x ]
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.
For purposes of this statement the total number of shares
reported as beneficially owned by the Reporting Persons
is 6,047,696, which is 5,325,702 shares of common stock,
560,414 warrants redeemable for common stock and bonds
convertible into 161,580 shares of common stock.
For purposes of determining percentage of outstanding
shares with respect to this statement, the reporting persons
have relied upon information obtained from
the issuer's 10-Q filed on November 14, 2011,
that the number of shares of Common Stock
of the issuer was 35,071,915.
Additionally, see Item 2 above.
(a)
Amount beneficially owned:
See Item 9 of each cover page for the respective
reporting persons.
(b)
Percent of class: 15.19%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote 5,325,702.
See item 5 of each cover page for the respective
reporting persons.
(ii)
Shared power to vote or to direct the vote 5,325,702.
See item 6 of each cover page for the respective
reporting person.
(iii)
Sole power to dispose or to 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,
any shares of the Issuer's preferred Stock or any
Warrants to purchase shares of the Issuer's Common Stock. Pope Asset
is the sole Manager of Pope Investments and Pope II. 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 Pope Investments. Mr. Wells may be deemed to own shares owned
and/or held by and/or for the account of and/or
benefit of Pope Investments and Pope II.
Both Pope Asset and Mr. Wells 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.
Instruction. For computations regarding securities
which represent a right to acquire an underlying
security see 240.13d3(d)(1).
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 as an investment adviser and/or manager
to various persons, including Pope Investments and Pope II.
Pope Asset is the sole manager for Pope Investments and
Pope II and has sole voting control and investment and
disposition power and discretion with
respect to all securities held by Pope Investments and Pope II.
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 Pope Investments and Pope II.
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 Pope Investments and Pope II.
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.
02/15/2012 Date
William P. Wells Signature
William P. Wells/President Name/Title
Pope Asset Management, LLC /s/ William P. Wells
Pope Investments LLC /s/ William P. Wells
Pope Investments II LLC /s/ William P. Wells
Exhibit 99.1
JOINT FILING AGREEMENT
This will conform 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,
of China Housing and Land Development, Inc.,
a Nevada 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: February 15, 2012
POPE ASSET MANAGEMENT LLC
By:Pope Investments II LLC /s/ William P. Wells
By:Pope Investment LLC /s/ William P. Wells
By:Pope Asset Management, LLC, /s/William P. Wells, Manager
By:WILIAM P. WELLS /s/William P. Wells Signature