SC 13D/A 1 f13da.htm Converted by FileMerlin

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No: 1)*


Avani International Group, Inc.

(Name of Issuer)



Common Stock, $.0001 par value

(Title class of Securities)




05348F 20 5

(Cusip Number)



Windy Lam

#328-17 Fawcett Road,

Coquitlam, British Columbia, Canada

V3K 6V2

(604) 525-2386

(Name, Address and Telephone Number of Person to Receive

Notices and Communication)



July 15, 2002

(Date of Event which Requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to

report the acquisition which is the subject of this Schedule 13D, and is

filing this schedule because of Rule 13d-1(b)(3) or (4), check the

following [ ].



*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 disclosure provided in a prior page.













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CUSIP No: 05348F 20 5

1) Name of Reporting Persons SS or IRS Nos. of above Persons:

Chin Yen Ong


2) Check the Appropriate Box if a Member of a Group:

(a) [ ]

(b) [X]


3) SEC Use Only:


4) Source of Funds:     PF


5) Check if Disclosure of Legal Proceedings is Required Pursuant to

Items 2(d) or 2(e): N/A


6) Citizenship or Place of Organization: Malaysian


Number of Shares  7) Sole Voting Power: 17,760,009 (which includes 13,275,006

Beneficially                                        stock purchase warrants)  

Owned by Each     8) Shared Voting Power: None

Reporting Person  9) Sole Dispositive Power: 17,760,009 (which includes

with                                                     13,275,006 stock

                                                         purchase warrants)

                 10) Shared Dispositive Power: None

11) Aggregate Amount Beneficially Owned by Each Reporting Person:

    17,760,009

12) Check if the Aggregate Amount in Row 11 Excludes

    Certain Shares: N/A

13) Percent of Class Represented by Amount in Row 11: 77.9%

14) Type of Reporting Person: IN


SCHEDULE 13D

Item 1. Security and Issuer.

Common Stock, $.0001


Avani International Group, Inc.

#328-17 Fawcett Road

Coquitlam, BC

Canada V3K 6V2


Item 2. Identity and Background.

(a) Chin Yen Ong                      (d) No

(b) No.106, Jalan 1

         Taman Sri Selayang

    Batu Caves                       (e) No

    Selangor Darul Ehsan, Malaysia   (f) Malaysian     

 (c) Director

     Avani O2 Water Sdn. Bhd.

     Ground & 1st Fl., Bangunan Bka,

     Jalan Astaka U8/84,

     Section U8, 40150 Shah Alam,

     Selangor Darul Ehsan, Malaysia.

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Item 3. Source and Amount of Funds or Other Consideration.

On July 15, 2002, Avani Oxygen Water Corporation and the Company entered into an agreement with Mr. Ong pursuant to which the outstanding amount of $124,800 which was owed Mr. Ong was cancelled in exchange for the issuance of 4,160,000 shares of common stock of the Company and stock purchase warrants to acquire 12,480,000 shares of common stock of the Company. The stock purchase warrants are exercisable in whole or in part at any time on or before five years from July 15, 2002 at an exercise price of; $0.03 if on or before July 15, 2004, $0.05 if on or before July 15, 2006, and $0.07 if on or before July 15, 2007.


Item 4. Purpose of Transaction.

To acquire for investment purposes 4,160,000 shares of common stock and 12,480,000 common stock warrants.


Item 5. Interest in Securities of Issuer.

On July 15, 2002, Avani Oxygen Water Corporation and the Company entered into an agreement with Mr. Ong pursuant to which the outstanding amount of $124,800 which was owed Mr. Ong was cancelled in exchange for the issuance of 4,160,000 shares of common stock of the Company and stock purchase warrants to acquire 12,480,000 shares of common stock of the Company. The stock purchase warrants are exercisable in whole or in part at any time on or before five years from July 15, 2002 at an exercise price of; $0.03 if on or before July 15, 2004, $0.05 if on or before July 15, 2006, and $0.07 if on or before July 15, 2007.

The reporting person has the sole power to vote or to direct the voting of these shares. Moreover, as of July 15, 2002, these securities represent 77.9% of the total issued and outstanding common stock of the issuer.


Other than as described herein, no other transactions were effected by

the reporting person in the past sixty days. Moreover, other than as

described herein, no other person is known to have the power to direct

the receipt of dividends from, or the proceeds from the sale of, the

common stock and common stock warrants as described herein.


Item 6. Contracts, Arrangements, Understandings or Relationships With

Respect to Securities of Issuer.

None, other than as described herein.


Item 7. Material To Be Filed as Exhibits.

The agreements relating the to acquisition of control disclosed herein

are incorporated by reference to the Company Form 8-K dated July 31, 2002.


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.



                   

Signature                Date: September 3, 2002


/s/ Chin Yen Ong

Chin Yen Ong

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