Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
Boundless
Corporation.
(Name
of
Issuer)
————————————————
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
101706
20 8
(CUSIP
NUMBER)
Wang
Xitian
Jilin
Province Huizheng Venture Capital Co., Ltd.
No.
1-3
South -hanyang Street, Longtan Development Area
Jilin
City, People’s Republic of China 132001
Telephone
No. 86 432 508 7546
With
a
copy to
Joseph
Cannella, Esq.
Eaton
& Van Winkle LLP
3
Park
Avenue
New
York,
New York 10016
(212)
779-9910
————————————————
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
December
15, 2006
(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(e), 13d-1(f) or 13d-1(g), check the following
box
o.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are sent.
---------------
*
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 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.
SCHEDULE
13D
CUSIP
NO.
101706
20 8
|
|
|
(1)
|
|
Name of Reporting Person;
S.S.
or I.R.S. Identification No. of Above Person
|
|
|
|
|
|
Wang
Xitian
I.D.
No.: N/A
|
|
|
|
(2)
|
|
Check the Appropriate Box if a Member
of a Group |
|
|
(a)
x
|
|
|
(b)
o
|
|
|
|
(3)
|
|
SEC Use Only |
|
|
|
(4)
|
|
Source of Funds: PF, OO |
|
|
|
(5)
|
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
|
|
|
|
(6)
|
|
Citizenship or Place of
Organization: PRC |
|
|
|
NUMBER |
(7) Sole
Voting Power: 7,922,618 |
OF |
|
|
SHARES |
|
BENEFICIALLY |
|
(8) Shared Voting Power:
13,909,091 |
OWNED
|
|
|
BY |
|
|
EACH |
|
(9) Sole Dispositive
Power: 7,922,618 |
REPORTING |
|
|
PERSON |
|
|
WITH |
|
(10) Shared
Dispositive Power: 13,909,091 |
|
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
21,831,709
|
|
|
|
|
|
|
(12)
|
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
|
|
|
(13)
|
|
Percent of Class Represented by Amount
In Row
11: 54.6% ** |
|
|
|
(14)
|
|
Type of Reporting Person:
IN |
______________________
** Based
upon 40,000,000 shares of the Issuer’s Common Stock outstanding as of December
15, 2006.
SCHEDULE
13D
CUSIP
NO.101706
20 8
|
|
|
(1)
|
|
Name of Reporting Person;
S.S.
or I.R.S. Identification No. of Above Person
|
|
|
|
|
|
Jilin
Province Huizheng Venture Capital Co., Ltd.
I.D.
No.: N/A
|
|
|
|
(2)
|
|
Check the Appropriate Box if a Member
of a Group |
|
|
(a)
x
|
|
|
(b)
o
|
|
|
|
(3)
|
|
SEC Use Only |
|
|
|
(4)
|
|
Source of Funds: WC |
|
|
|
(5)
|
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
|
|
|
|
(6)
|
|
Citizenship or Place of Organization:
Peoples
Republic of China |
|
|
|
NUMBER |
(7) Sole
Voting Power: None |
OF |
|
|
SHARES |
|
BENEFICIALLY |
|
(8) Shared Voting Power:
13,909,091 |
OWNED
|
|
|
BY |
|
|
EACH |
|
(9) Sole Dispositive
Power: None |
REPORTING |
|
|
PERSON |
|
|
WITH |
|
(10) Shared
Dispositive Power: 13,909,091 |
|
|
|
(11)
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
13,909,091
shares of common stock.
|
|
|
|
|
|
|
(12)
|
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
|
|
|
(13)
|
|
Percent of Class Represented by Amount
In Row
11: 34.77% ** |
|
|
|
(14)
|
|
Type of Reporting Person:
OO |
______________________
** Based
upon 40,000,000 shares of the Issuer’s Common Stock issued and outstanding as of
December 15, 2006.
SCHEDULE
13D
Item
1. Security
and Issuer.
This
Statement relates to the Common Stock, $.01 par value (Common Stock) of
Boundless Corporation, a Delaware corporation (the “Company”), with its
principal offices at No. 1-3 South -hanyang Street, Longtan Development Area,
Jilin City, People’s Republic of China.
Item
2. Identity
and Background.
.
|
(a)
|
This
Filing is made by (i) Mr. Wang Xitian, who beneficially owns shares
of the
Company, in both an individual capacity and through (ii) Jilin Province
Huizheng Venture Capital Co., Ltd. (“Huizheng”), the second filing party
(together, the “Wang Reporting Persons”).
|
|
(b)
|
The
business address for the Wang Reporting Persons is No. 1-3 South
-hanyang
Street, Longtan Development Area, Jilin City, People’s Republic of China
132001.
|
|
(c)
|
Effective
as of the closing of the Exchange Agreement the subject of the Current
Report on Form 8-K filed with the Securities and Exchange Commission
on
December 15, 2006 (The “8-K”), Mr. Wang’s primary employment is as the
Chairman and Chief Executive Officer of the Company. Huizheng’s primary
business to date is holding the securities of the Company.
|
|
(d)
|
Over
the past five years, neither of the Wang Reporting Persons has been
convicted in a criminal proceeding of any
kind.
|
|
(e)
|
During
the past five years, neither of the Wang Reporting Persons has been
a
party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction and, as a result of such proceeding, was or
is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state
securities laws, or finding any violation with respect to such laws.
|
|
(f)
|
Mr.
Wang is a citizen of the People’s Republic of
China.
|
Item
3. Source
and Amount of Funds.
The
Company entered into an Exchange Agreement (“Exchange Agreement”), the details
of which are more fully described in the 8-K with Jilin City Haitian Business
Consulting Co., Ltd. (“Haitian Consulting”), a limited liability company under
the laws of the People’s Republic of China (the “PRC”), Jilin Haitian Industrial
Company Limited (“Haitian”), a limited liability company formed under the laws
of the PRC, Advancetech Global Limited (“Advancetech BVI”), an International
Business Company incorporated in the British Virgin Islands, and each of the
members of Advancetech BVI (the “Advancetech BVI Members”). Under the Exchange
Agreement,
the
Company acquired all of the outstanding capital stock and ownership interests
of
Advancetech BVI (the “Interests”) from the Advancetech BVI Members, and the
Advancetech BVI Members contributed all of their Interests in Advancetech BVI
to
Boundless. In exchange, the Company issued to the Advancetech BVI Members
30,600,000 shares of Boundless Common Stock issued under the Exchange Agreement,
par value $0.01 per share, which represents 76.5 of the issued and outstanding
shares of Boundless on the Closing, Wang
and
Huizheng, as Advancetech-BVI members, received 7,922,618 and 13,909,091 shares
of the Company’s Common Stock, respectively, in exchange for their Interest.
Item
4. Purpose
of Transaction.
Two
of
the purposes of the Wang Reporting Persons in effecting the Share Exchange
were (1) to facilitate Haitian’s entry into the public markets in the United
States and (2) to obtain restricted shares of a class of capital stock which
is
publicly
traded.
In
connection with the Share Exchange, as described in the 8-K, new
officers and directors of the Company were appointed. The Company may also
seek
to obtain financing as described in the 8-K Report under the heading,
"Management's Discussion and Analysis or Plan of Operation - Financial Liquidity
and Capital Resources". The completion of such financings would depend upon
market conditions, and other factors and such financings may result in the
Company's issuance of additional shares of Common Stock
which will dilute the percentage ownership of the existing shareholders
of
the
Company.
Except
as
set forth above in this Item 4, none of the Wang Reporting Persons has any
present plans or proposals which would relate to or result in any of the
events
or
actions described in subparagraphs (a) through (j) of this Item 4.
Nothing
set forth above should be interpreted to preclude the Wang Reporting Persons
from making any plans or proposals which would relate to or result in any of
the
events or actions described in subparagraphs (a) through (j) of this Item
4.
Item
5. Interest
in Securities of the Company.
(a) Mr.
Wang
is the direct beneficial
owner of 7,922,618 (approximately 20%) of the shares of the Company. He
beneficially owns an additional 3,477,273 (8.68%) of the shares of the Company
through the Jilin Province Huizheng Venture Capital Co., Ltd, which holds,
including those shares owned by Mr. Wang, 13,909,091 (34.77%) of the issued
and
outstanding shares of the Company.
|
(b)
|
Mr.
Wang enjoys sole dispositive control over the the shares enumerated
in
(a), above, and over the balance of the shares of the Company owned
by
Jilin Province Huizheng Venture Capital Co.,
Ltd.
|
|
(c)
|
Other
than the transactions described above, none of the Wang Reporting
Persons
has effected any transaction involving Boundless Corporation’s Securities
within the preceding sixty (60) days.
|
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Company.
None
Item
7. Material
to be filed as Exhibits
Exhibit
No. E. - Joint filing Agreement, dated December 21, 2006, by and among Wang,
Xitian and Jilin Province Huizheng Venture Capital Co., Ltd.
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.
December
26,
2006
|
Jilin
Province Huizheng Venture Capital Co., Ltd.
|
|
|
|
|
By:
|
/s/
Wang Xitian
|
|
|
Wang
Xitian,
|
|
|
Chairman
and CEO
|
|
|
|
|
|
/s/
Wang Xitian
|
|
|
Wang
Xitian (individually)
|
EXHIBIT
E
JOINT
FILING AGREEMENT
Wang
Xitian and Jilin Province Huizheng Venture Capital Co., Ltd. each hereby agrees
to, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, that the Schedule 13D filed herewith, and any amendment thereto,
relating to the shares of common stock, $0.01 per value per share, of Boundless
Corporation, are, and will be, filed jointly on behalf of such person. This
agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
December
26, 2006
|
JILIN
PROVINCE
|
|
HUIZHENG
VENTURE CAPITAL CO., LTD.
|
|
|
|
|
|
|
|
By:
|
/s/
Wang Xitian
|
|
|
Wang
Xitian
|
|
|
Chairman
& CEO
|
|
|
|
|
|
|
|
|
/s/
Wang Xitian
|
|
|
Wang
Xitian (individually)
|