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)
Edward
J.
Cohan, Jr.
5
Ashington Club Road
Far
Hills, New Jersey 09731
(908)
723-0947
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.
Exhibit
E
CUSIP
NO.
101706-20-8
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(1)
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Name of Reporting Person;
S.S.
or I.R.S. Identification No. of Above Person
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Edward
J. Cohan, Jr.
I.D.
No.: 120-26-7078
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(2)
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Check the Appropriate Box if a Member
of a Group |
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(a)
x
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(b)
o
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(3)
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SEC Use Only |
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(4)
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Source of Funds: OO |
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
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(6)
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Citizenship or Place of Organization:
New
Jersey |
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NUMBER |
(7) Sole
Voting Power: None |
OF |
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SHARES |
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BENEFICIALLY |
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(8) Shared Voting Power:
5,400,000 |
OWNED
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BY |
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EACH |
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(9) Sole Dispositive
Power: 5,400,000 |
REPORTING |
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PERSON |
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WITH |
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(10) Shared
Dispositive Power: 5,400,000 |
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
5,400,000
shares of common stock
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(12)
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Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
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(13)
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Percent of Class Represented by
Amount In Row
11: 13.5% ** |
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(14)
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Type of Reporting Person:
IN |
______________________
** Based
upon 40,000,000 shares of the Issuer’s Common Stock outstanding as of December
15, 2006.
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(1)
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Name of Reporting Person;
S.S.
or I.R.S. Identification No. of Above Person
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Global
Access Ventures, LLC
I.D.
No.: 06-1664188
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(2)
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Check the Appropriate Box if a Member
of a Group |
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(a)
x
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(b)
o
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(3)
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SEC Use Only |
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(4)
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Source of Funds: OO |
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
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(6)
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Citizenship or Place of Organization:
Delaware |
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NUMBER |
(7) Sole
Voting Power: None |
OF |
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SHARES |
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BENEFICIALLY |
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(8) Shared Voting Power:
5,4000,000 |
OWNED
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BY |
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EACH |
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(9) Sole Dispositive
Power: None |
REPORTING |
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PERSON |
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WITH |
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(10) Shared
Dispositive Power: 5,400,000 |
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
5,400,000
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(12)
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Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
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(13)
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Percent of Class Represented by Amount
In Row
11: 13.5% ** |
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(14)
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Type of Reporting Person:
OO |
______________________
** Based
upon 40,000,000 shares of the Issuer’s Common Stock outstanding as of December
15, 2006.
Item
1. |
Security
and Issuer.
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This
statement relates to the common stock, $.01 par value ("Common
Stock"),
of Boundless Corporation, a Delaware corporation (the "Company"), with its
principal executive offices at No. 1-3 South-hanyang Street, Longtan Development
Area, Jilin City, the Peole’s Republic of China.
Item
2. |
Identity
and Background.
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(a) This
statement is filed by (i) Edward J. Cohan, Jr, and (ii) Global
Access Ventures,
LLC, a Delaware Limited Liability Company of which Mr. Cohan
is
Managing Member (“Global”, and together with Mr. Cohan, the “Cohan
Reporting Persons”). All Boundless Corporation common stock beneficially
owned by Mr. Cohan are owned through Global.
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(b)
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The
business address and principal place of business for Mr. Cohan and
Global
is 5 Ashington Club Road, Far Hills, New Jersey 09731.
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(c)
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Mr.
Cohan is the Managing Member of Global, which is a
consultant.
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(d)
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Neither
of the Cohan Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
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(e)
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Neither
of the Cohan Reporting Persons has, during the last five years, 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 judgement, 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.
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(f)
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Mr.
Cohan is a citizen of the United
States.
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Item
3. |
Source
and Amount of Funds.
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Effective
December 15, 2006, the Company, a Delaware corporation, entered into an Exchange
Agreement (“Exchange Agreement”) 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 terms of 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 the Company.
The
5,400,000 shares of common stock beneficially owned by by the Cohan Reporting
Persons were issued by the Company to Global, in connection with services
rendered to Advancetech BVI, Haitian Consulting and Haitian, in connection
with
the exchange of shares effected under the Exchange Agreement and other related
matters. These transactions are more fully disclosed in the Current Report
on
Form 8-K filed with the SEC on December 15, 2006 (the “”8-K”).
Item
4. |
Purpose
of Transaction.
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The
Cohan
Reporting Persons have participated in the transactions described more fully
in
the 8-K in order to receive restricted shares of the Company’s Common Stock.
None
of
the Cohan 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 Cohan 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,
if
such plans or proposals become warranted in the business judgment of
same.
Item
5. |
Interest
in Securities of the
Company.
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Mr.
Cohan, entirely through Global, beneficially owns 5,400,000 shares of Common
Stock (approximately 13.5% of the outstanding) of the Company. Mr. Cohan has
sole power to vote and dispose of the Shares of Common Stock acquired by
Global.
Other
than the transactions described above, none of the Cohan Reporting Persons
has
effected any transaction involving the Company’s Securities within the preceding
sixty (60) days.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Company.
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None
except as may previously have been disclosed within or as attached to 8-K,
which
are expressly incorporated by reference herewith.
Item
7. |
Material
to be filed as Exhibits
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Exhibit
No. E - Joint Filing Agreement, dated as of December 26, 2006, by and among
Edward Cohan, J. Cohan, Jr. and Global Access Ventures, LLC
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
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GLOBAL
ACCESS VENTURES, LLC
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By:
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/s/
Edward J Cohan, Jr.
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Edward
J. Cohan, Jr,
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Sole
Manager
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/s/
Edward J. Cohan, Jr.
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Edward
J. Cohan, Jr. (individually)
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JOINT
FILING AGREEMENT
Edward
J.
Cohan, Jr. and Global Access, LLC, 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
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GLOBAL
ACCESS, LLC
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By:
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/s/
Edward J. Cohan, Jr.
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Edward
J. Cohan, Jr.
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Manager
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/s/
Edward J. Cohan, Jr.
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Edward
J. Cohan (individually)
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