-----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, PZt6m5XIeHo2ZoQS/6SveHUOrUSGVDG3k0T9/rMqs1/sqLTdRY9cgiSiNBik/FVm jFQ3mcEgyRVOFtZHz2Xd2Q== 0001204459-10-002510.txt : 20101022 0001204459-10-002510.hdr.sgml : 20101022 20101022170024 ACCESSION NUMBER: 0001204459-10-002510 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101022 DATE AS OF CHANGE: 20101022 GROUP MEMBERS: BARRY M. KITT GROUP MEMBERS: PINNACLE FUND L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGROUP HOLDINGS CORP CENTRAL INDEX KEY: 0000766659 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 870420774 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-58593 FILM NUMBER: 101137785 BUSINESS ADDRESS: STREET 1: NO. 9, XIN YI STREET, GANJINGZI DISTRICT STREET 2: DALIAN CITY, CITY: LIAONING PROVINCE, STATE: F4 ZIP: 116039 BUSINESS PHONE: 86 411 867 166 96 MAIL ADDRESS: STREET 1: NO. 9, XIN YI STREET, GANJINGZI DISTRICT STREET 2: DALIAN CITY, CITY: LIAONING PROVINCE, STATE: F4 ZIP: 116039 FORMER COMPANY: FORMER CONFORMED NAME: ENERGROUP TECHNOLOGIES CORP DATE OF NAME CHANGE: 20000209 FORMER COMPANY: FORMER CONFORMED NAME: GREAT LAKES FUNDING INC DATE OF NAME CHANGE: 19860306 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 sch13g.htm SCHEDULE 13G Pinnacle China Fund, L.P.: Schedule 13G - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. 1)*

Energroup Holdings Corporation
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

29266A 204
(CUSIP Number)

October 20, 2010
(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 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 ("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).


SCHEDULE 13G
 
CUSIP NO. 29266A 204                                                                                        Page 2 of 7
   
1

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Pinnacle China Fund, L.P., a Texas limited partnership
20-3358646

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  

(a)   [   ]
(b)   [X]

 
 
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

  

Common Stock equal to less than 5%

6

SHARED VOTING POWER

 

0
7

SOLE DISPOSITIVE POWER

 

Common Stock equal to less than 5%

8

SHARED DISPOSITIVE POWER

 

0
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Common Stock equal to less than 5%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[    ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5%
12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  

PN

  
 


SCHEDULE 13G
 
CUSIP NO. 29266A 204                                                                                        Page 3 of 7
   
1

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Pinnacle Fund, L.P., a Texas limited partnership
75-2512784

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  

(a)   [   ]
(b)   [X]

 
 
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

  

Common Stock equal to less than 5%

6

SHARED VOTING POWER

 

0
7

SOLE DISPOSITIVE POWER

 

Common Stock equal to less than 5%

8

SHARED DISPOSITIVE POWER

 

0
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Common Stock equal to less than 5%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[    ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5%
12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  

PN

  
 


SCHEDULE 13G
 
CUSIP NO. 29266A 204                                                                                        Page 4 of 7
   
1

NAMES OF REPORTING PERSONS

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Barry M. Kitt

 
 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  

(a)   [   ]
(b)   [X]

 
 
3

SEC USE ONLY

 

 

  
 
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

  

Common Stock equal to less than 5%

6

SHARED VOTING POWER

 

0
7

SOLE DISPOSITIVE POWER

 

Common Stock equal to less than 5%

8

SHARED DISPOSITIVE POWER

 

0
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Common Stock equal to less than 5%

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

[    ]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5%
12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  

IN

  
 


SCHEDULE 13G
 
CUSIP NO. 29266A 204                                                                                        Page 5 of 7

Item 1(a). Name of Issuer:
   
  Energroup Holdings Corporation (the "Issuer")
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
No. 9, Xin Yi Street, Ganjingzi District Dalian City, Liaoning Province, PRC 116039
   
Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship:
   
This Amendment No. 1 to Schedule 13G is being filed on behalf of Pinnacle China Fund, L.P. (“Pinnacle China”), The Pinnacle Fund, L.P. (“Pinnacle”) and Barry M. Kitt, as joint filers (collectively, the "Reporting Persons").
   
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 1 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
   
The principal business office of the Reporting Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4 of each cover page.
   
Item 2(d). Title of Class of Securities:
   
  Common Stock, par value $0.001 per share (the "Common Stock")  
   
Item 2(e). CUSIP Number:
   
  29266A 204
   
Item 3. Not applicable
   
Item 4. Ownership.

  (a)

Amount beneficially owned: Common Stock equal to less than 5%

       
  (b)

Percent of class: Less than 5%

       
  (c)

Number of shares to which such person has:

       
  (i)

Sole power to vote or direct the vote: Common Stock equal to less than 5%

       
  (ii)

Shared power to vote or direct the vote: 0



SCHEDULE 13G
 
CUSIP NO. 29266A 204                                                                                        Page 6 of 7

  (iii)

Sole power to dispose or to direct the disposition of: Common Stock equal to less than 5%

     
  (iv)

Shared power to dispose of or direct the disposition of: 0


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 persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.
   
  Not applicable
   
Item 8. Identification and Classification of Members of the Group.
   
  Not applicable
   
Item 9. Notice of Dissolution of a 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.


SCHEDULE 13G
 
CUSIP NO. 29266A 204                                                                                        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.

Dated: October 22, 2010

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 manager

THE PINNACLE FUND, L.P.

By: Pinnacle Advisers, L.P., its general partner
By: Pinnacle Fund Management, LLC, its general partner

By: /s/ Barry M. Kitt                                      
Barry M. Kitt, its sole member 

/s/ Barry M. Kitt                                              
Barry M. Kitt

SCHEDULE 13G

CUSIP NO. 29266A 204

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of Energroup Holdings Corporation and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on October 22, 2010.

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 manager

THE PINNACLE FUND, L.P.

By: Pinnacle Advisers, L.P., its general partner
By: Pinnacle Fund Management, LLC, its general partner

By:  /s/ Barry M. Kitt                                      
Barry M. Kitt, its sole member

/s/ Barry M. Kitt                                             
Barry M. Kitt

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