-----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, Q66yqm61Wh7gQgGGf9mmyLyr5+itGiQLjUxqjTdASWjilzXERnIgnYw/AiEf1PtI EYJr1VP97fxOfCOLOekoHA== 0000950142-08-001394.txt : 20080804 0000950142-08-001394.hdr.sgml : 20080804 20080804172257 ACCESSION NUMBER: 0000950142-08-001394 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080804 DATE AS OF CHANGE: 20080804 GROUP MEMBERS: JEFFREY THORP GROUP MEMBERS: SONOMA CAPITAL MANAGEMENT, LLC GROUP MEMBERS: SONOMA CAPITAL, L.P. GROUP MEMBERS: SONOMA CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA FUNDAMENTAL ACQUISITION CORP CENTRAL INDEX KEY: 0001429360 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 980562157 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84027 FILM NUMBER: 08988935 BUSINESS ADDRESS: STREET 1: ROOM 2301 WORLDWIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2169 6390 MAIL ADDRESS: STREET 1: ROOM 2301 WORLDWIDE HOUSE STREET 2: 19 DES VOEUX ROAD CITY: CENTRAL HONG KONG STATE: K3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THORP JEFFREY CENTRAL INDEX KEY: 0001029691 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: 2128978040 MAIL ADDRESS: STREET 1: 954 THIRD AVENUE, NO. 705 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sc13g_chinafund072308.htm
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

China Fundamental Acquisition Corporation

(Name of Issuer)

 

Ordinary Shares $.001 par value

(Title of Class of Securities)

 

G2156W209

(CUSIP Number)

 

July 23, 2008

(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)

 

x

:

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 disclosures provided in a prior cover page.

The information required on the reminder 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. G2156W209

SCHEDULE 13G

Page 2 of 9 Pages

 

 

1

Name of Reporting Person:

Sonoma Capital, L.P.

 

2

Check the Appropriate Box if a Member of a Group:

 

 

 

 

(a)

o

 

 

(b)

x

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: -0-

 

6

Shared Voting Power: 424,000

 

7

Sole Dispositive Power: -0-

 

8

Shared Dispositive Power: 424,000

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:

424,000

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:


o

11

Percent of Class Represented by Amount in Row (9): 9.9%

 

12

Type of Reporting Person: PN

 

 

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 3 of 9 Pages

 

 

1

Name of Reporting Person:

Sonoma Capital Management, LLC

 

2

Check the Appropriate Box if a Member of a Group:

 

 

 

 

(a)

o

 

 

(b)

x

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: -0-

 

6

Shared Voting Power: 424,000

 

7

Sole Dispositive Power: -0-

 

8

Shared Dispositive Power: 424,000

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:

424,000

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:


o

11

Percent of Class Represented by Amount in Row (9): 9.9%

 

12

Type of Reporting Person: 00

 

 

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 4 of 9 Pages

 

 

1

Name of Reporting Person:

Sonoma Capital, LLC

 

2

Check the Appropriate Box if a Member of a Group:

 

 

 

 

(a)

o

 

 

(b)

x

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: -0-

 

6

Shared Voting Power: 424,000

 

7

Sole Dispositive Power: -0-

 

8

Shared Dispositive Power: 424,000

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:

424,000

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:


o

11

Percent of Class Represented by Amount in Row (9): 9.9%

 

12

Type of Reporting Person: 00

 

 

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 5 of 9 Pages

 

 

1

Name of Reporting Person:

Jeffrey Thorp

 

2

Check the Appropriate Box if a Member of a Group:

 

 

 

 

(a)

o

 

 

(b)

x

3

SEC Use Only

 

4

Citizenship or Place of Organization: U.S.A.

 

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With

5

Sole Voting Power: -0-

 

6

Shared Voting Power: 424,000

 

7

Sole Dispositive Power: -0-

 

8

Shared Dispositive Power: 424,000

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person:

424,000

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:


o

11

Percent of Class Represented by Amount in Row (9): 9.9%

 

12

Type of Reporting Person: IN

 

 

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 6 of 9 Pages

 

 

Item 1(a).

Name of Issuer:

China Fundamental Acquisition Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Room 2301, 19 Des Voeux Road, Central, Hong Kong

Item 2(a).

Name of Persons Filing:

(i) Sonoma Capital L.P. (“Sonoma L.P.”) (ii) Sonoma Capital Management, LLC (“Sonoma Capital Management”) (iii) Sonoma Capital, LLC (“Sonoma Capital LLC”) and (iii) Jeffrey Thorp (“Jeffrey Thorp”) (“Jeffrey Thorp” and together with Sonoma L.P., Sonoma Capital Management and Sonoma Capital LLC the “Reporting Persons”).

Item 2(b).

Address of Principal Business Office:

For each Reporting Person:

 

954 Third Avenue, No. 705

New York, NY 10022

Item 2(c).

Citizenship:

See row 4 of each Reporting Person’s cover page.

Item 2(d).

Title of Class of Securities:

Ordinary Shares, $.001 par value per share, of China Fundamental Acquisition Corporation (the “Company”)

Item 2(e).

CUSIP Number:

G2156W209

Item 3.

Not Applicable.

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 7 of 9 Pages

 

 

Item 4.

Ownership.

Sonoma Capital LLC is the general partner of Sonoma L.P.  Jeffrey Thorp is the sole member of Sonoma Capital LLC. Sonoma Capital Management is the investment manager of Sonoma L.P. Jeffrey Thorp is the sole member and manager of Sonoma Capital Management.  As a result, each of Sonoma Capital Management, Sonoma L.P., Sonoma Capital LLC and Jeffrey Thorp are considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the Ordinary Shares owned of record by Sonoma L.P.  This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than Sonoma L.P.) is the beneficial owner of the Ordinary Shares covered by this statement.

For each of the Reporting Persons:

 

(a)

Amount beneficially owned:

424,000 Ordinary Shares.

 

 

(b)

Percent of class:

9.9% of the total outstanding shares of the Company.

 

 

(c)

Number of shares to which the Reporting Persons have:

 

(i)

Sole power to vote or direct the vote: -0-

 

(ii)

Shared power to vote or direct the vote: 424,000

 

(iii)

Sole power to dispose or to direct the disposition of: -0-

 

(iv)

Shared power to dispose of or direct the disposition of: 424,000

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

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.

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 8 of 9 Pages

 

 

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.

 


CUSIP No. G2156W209

SCHEDULE 13G

Page 9 of 9 Pages

 

 

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: August 1, 2008

 

 

 

SONOMA CAPITAL, L.P.

 

 

 

 

 

 

By:

SONOMA CAPITAL MANAGEMENT, LLC
as General Partner

 


By:


/s/ Jeffrey Thorp

 

 

 

Jeffrey Thorp, Manager

 

 

 

 

 

 

 

 

SONOMA CAPITAL MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Jeffrey Thorp

 

 

 

Jeffrey Thorp, Manager

 

 

 

 

 

 

 

 

SONOMA CAPITAL, LLC

 

 

 

 

 

By:

/s/ Jeffrey Thorp

 

 

 

Jeffrey Thorp, Manager

 

 

 

 

 

 

 

 

/s/ Jeffrey Thorp

 

 

 

Jeffrey Thorp

 

 

 

 

 

 

 

 

 

 

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