UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
Prime
Acquisition Corp.
(Name of Issuer)
Ordinary
Shares, $0.001 par value
(Title of Class of Securities)
G72436
(CUSIP Number)
December
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)
£ Rule 13d-1 (c)
S 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).
(Continued on following page(s))
Page 1 of 7 Pages
| 1 | NAME OF REPORTING PERSON William Yu | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 695,523 (1) | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 695,523 (1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,523 (1) | ||
| 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 14.2% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
(1) Consists of (i) 372,603 ordinary shares held by Diana Liu, (ii) 161,460 ordinary shares held by William Yu, and (iii) 161,460 ordinary shares held by The Shodan Company. The Shodan Company is equally owned by William Yu, Conrad Yu and Byron Yu. William Yu is the general partner of The Shodan Company. Diana Liu and William Yu are married, and Conrad Yu and Byron Yu are the sons of Diana Liu and William Yu.
| CUSIP No. G72436 | 13G | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSON Diana Chia-Huei Liu | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Canada | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 695,523 (1) | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 695,523 (1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,523 (1) | ||
| 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 14.2% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
(1) Consists of (i) 372,603 ordinary shares held by Diana Liu, (ii) 161,460 ordinary shares held by William Yu, and (iii) 161,460 ordinary shares held by The Shodan Company. The Shodan Company is equally owned by William Yu, Conrad Yu and Byron Yu. William Yu is the general partner of The Shodan Company. Diana Liu and William Yu are married, and Conrad Yu and Byron Yu are the sons of Diana Liu and William Yu.
| CUSIP No. G72436 | 13G | Page 4 of 7 Pages |
| 1 | NAME OF REPORTING PERSON The Shodan Company | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) S (b) £ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Washington | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER 695,523 (1) | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER 695,523 (1) | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,523 (1) | ||
| 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 14.2% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
(1) Consists of (i) 372,603 ordinary shares held by Diana Liu, (ii) 161,460 ordinary shares held by William Yu, and (iii) 161,460 ordinary shares held by The Shodan Company. The Shodan Company is equally owned by William Yu, Conrad Yu and Byron Yu. William Yu is the general partner of The Shodan Company. Diana Liu and William Yu are married, and Conrad Yu and Byron Yu are the sons of Diana Liu and William Yu.
| CUSIP No. G72436 | 13G | Page 5 of 7 Pages |
Item 1.
| (a) | Name of Issuer: |
| Prime Acquisition Corp. |
| (b) | Address of Issuer's Principal Executive Offices: |
| No. 322, Zhongshan East Road |
| Shijiazhuang |
| Hebei Province, 050011 |
| People’s Republic of China |
Item 2.
| (a) | Name of Person Filing: William Yu, Diana Chia-Huei Liu, and The Shodan Company |
| (b) | Address of Principal Business Office or if none, Residence: |
| William Yu and Diana Chia-Huei Liu: 15F, 300 ChangChun Rd. |
| Taipei, Taiwan 104-87 |
| The Shodan Company: |
| Ste. 331, 4957 Lakemont Blvd. SE C-4 |
| Bellevue, WA 98006 |
| (c) | Citizenship: |
William Yu: Canada
Diana Chia-Huei Liu: Canada
The Shodan Company: Washington
| (d) | Title of Class of Securities: Ordinary Shares, $0.001 par value |
| (e) | CUSIP Number: G72436 |
Item 3. Not Applicable
Item 4. Ownership.
| (a) | Amount Beneficially Owned: 695,523, which consists of (i) 372,603 ordinary shares held by Diana Liu, (ii) 161,460 ordinary shares held by William Yu, and (iii) 161,460 ordinary shares held by The Shodan Company. The Shodan Company is equally owned by William Yu, Conrad Yu and Byron Yu. William Yu is the general partner of The Shodan Company. Diana Liu and William Yu are married, and Conrad Yu and Byron Yu are the sons of Diana Liu and William Yu. |
| CUSIP No. G72436 | 13G | Page 6 of 7 Pages |
(b) Percent of Class: 14.2%. The percentage is calculated based on 4,894,983 ordinary shares outstanding as of July 1, 2011.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 695,523
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 695,523
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 Subsidiary Which Acquired the Securities: Not Applicable
Item 8. Identification and Classification of Members of the Group: Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item
10. Certifications: Not Applicable
| CUSIP No. G72436 | 13G | Page 7 of 7 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.
February 11, 2012
| /s/ William Yu | |
| William Yu | |
| /s/ Diana Chia-Huei Liu | |
| Diana Chia-Huei Liu | |
| THE SHODAN COMPANY | |
| By:/s/ William Yu | |
| Name: William Yu | |
| Title: Managing Partner |
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 any and all amendments thereto) with respect to the Ordinary Shares, $0.001 par value, of Prime Acquisition Corp., a Cayman Islands exempted company, 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 Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 11, 2012.
| /s/ William Yu | |
| William Yu | |
| /s/ Diana Chia-Huei Liu | |
| Diana Chia-Huei Liu | |
| THE SHODAN COMPANY | |
| By:/s/ William Yu | |
| Name: William Yu | |
| Title: Managing Partner |