-----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, UGv6RmOcitGM1TrLDL7XAGIMAKPahsAHVLxZrwDH8u/GoHpwZWw+p/rFr6znanyL af6+7Sema03NZ8ydQ6qKSA== 0001140361-08-020450.txt : 20080829 0001140361-08-020450.hdr.sgml : 20080829 20080829124654 ACCESSION NUMBER: 0001140361-08-020450 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080829 DATE AS OF CHANGE: 20080829 GROUP MEMBERS: PINNACLE CHINA FUND LP GROUP MEMBERS: PINNACLE FUND LP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KITT BARRY M CENTRAL INDEX KEY: 0001165244 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: 9729852121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHINA VALVES TECHNOLOGY, INC CENTRAL INDEX KEY: 0001080360 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 860891931 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83025 FILM NUMBER: 081048086 BUSINESS ADDRESS: STREET 1: NO.93 WEST XINSONG ROAD STREET 2: KAIFENG CITY CITY: HENAN PROVINCE STATE: F4 ZIP: 0 BUSINESS PHONE: 86-378-2925211 MAIL ADDRESS: STREET 1: NO.93 WEST XINSONG ROAD STREET 2: KAIFENG CITY CITY: HENAN PROVINCE STATE: F4 ZIP: 0 FORMER COMPANY: FORMER CONFORMED NAME: INTERCONTINENTAL RESOURCES, INC DATE OF NAME CHANGE: 20060817 FORMER COMPANY: FORMER CONFORMED NAME: ANGLOTAJIK MINERALS INC DATE OF NAME CHANGE: 20031023 FORMER COMPANY: FORMER CONFORMED NAME: ICONET INC DATE OF NAME CHANGE: 20010904 SC 13G 1 formsc13g.htm PINNACLE CHINA FUND SC 13G 8-26-2008 formsc13g.htm


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. __)*

China Valves Technology, Inc.
(Name of Issuer)


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


458629102
(CUSIP Number)

August 26, 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:

 
¨
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. 458629102
 
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
(a)  £
(b)  þ
 
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
 
4,500,000 shares of Common Stock
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
4,500,000 shares of Common Stock
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,500,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2% (See Item 4)
 
12
TYPE OF REPORTING PERSON
 
PN
 
 

 
 
SCHEDULE 13G
 
CUSIP NO. 458629102
 
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
(a)  £
(b)  þ
 
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
 
4,500,000 shares of Common Stock
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
4,500,000 shares of Common Stock
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,500,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.2% (See Item 4)
 
12
TYPE OF REPORTING PERSON
 
PN
 
 

 
 
SCHEDULE 13G
 
CUSIP NO. 458629102
 
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
(a)  £
(b)  þ
 
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
 
9,000,000 shares of Common Stock
 
6
SHARED VOTING POWER
 
0
 
7
SOLE DISPOSITIVE POWER
 
9,000,000 shares of Common Stock
 
8
SHARED DISPOSITIVE POWER
 
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
9,000,000 shares of Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
£
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
14.4% (See Item 4)
 
12
TYPE OF REPORTING PERSON
 
IN
 

 
 

 
 
 
SCHEDULE 13G
 
CUSIP NO. 458629102
 
Page 5 of 7
 
Item 1(a).
Name of Issuer:

China Valves Technology, Inc. (the "Issuer")

Item 1(b).
Address of Issuer's Principal Executive Offices:

No. 93 West Xinsong Road
Kaifeng City, Henan Province
The People’s Republic of China

Items 2(a),
(b) and (c).
Name of Persons Filing, Address of Principal Business Office and Citizenship:

This 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 Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this 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:

458629102

Item 3.
Not applicable

Item 4.
Ownership.

 
(a)
Amount beneficially owned:

9,000,000 shares of Common Stock*

 
(b)
Percent of class:

Based on 62,385,023 shares of Common Stock of the Issuer outstanding as of August 26, 2008, the Reporting Persons hold approximately 14.4%* of the issued and outstanding Common Stock of the Issuer.

 
 

 
 
 
SCHEDULE 13G
 
CUSIP NO. 458629102
 
Page 6 of 7

 
(c)
Number of shares to which such person has:

 
(i)
Sole power to vote or direct the vote:  9,000,000 shares of Common Stock*

 
(ii)
Shared power to vote or direct the vote:  0

 
(iii)
Sole power to dispose or to direct the disposition of:  9,000,000 shares of Common Stock*

 
(iv)
Shared power to dispose of or direct the disposition of: 0

*This statement is filed on behalf of Pinnacle, Pinnacle China and Barry M. Kitt.  Pinnacle Advisers, L.P. (“Advisers”) is the general partner of Pinnacle.  Pinnacle Fund Management, LLC (“Management”) is the general partner of Advisers.  Mr. Kitt is the sole member of Management.  Pinnacle China Advisers, L.P. (“China Advisers”) is the general partner of Pinnacle China.  Pinnacle China Management, LLC (“China Management”) is the general partner of China Advisers.  Kitt China Management, LLC (“China Manager”) is the manager of China Management.  Mr. Kitt is the manager of China Manager. Mr. Kitt may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Pinnacle and Pinnacle China.  Mr. Kitt expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Pinnacle and Pinnacle China.

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

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. 458629102
 
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:  August 29, 2008


 
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
 
 
 

EX-1 2 ex1.htm EXHIBIT 1 ex1.htm

SCHEDULE 13G
CUSIP NO. 458629102
 
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 9,000,000 shares of Common Stock of China Valves Technology, Inc. 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 August 29, 2008.

 
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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