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UNITED
STATES
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SECURITIES
AND EXCHANGE
COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13D
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Under
the Securities Exchange Act of 1934
CHINA NORTH EAST PETROLEUM
HOLDINGS, LIMITED.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
16941G102
(CUSIP
Number)
Lotusbox
Investments Ltd.
Care of
137 Telok Ayer Street
#04-04/05
Singapore
068 602
Attn:
Diana The, General Counsel
With a
copy to:
Barry I.
Grossman, Esq.
Ellenoff
Grossman & Schole, LLP
150 East
42nd
Street, 11th
Floor
New York,
NY 10017
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March 5,
2009
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to
whom copies are to be 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 (however, see the
Notes).
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1.
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Name
of Reporting Person:
Lotusbox
Investments, Ltd.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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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)
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6.
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Citizenship
or Place of Organization
British
Virgin Islands
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
5,300,000
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
5,300,000
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,300,000
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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)
21.3%
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14.
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Type
of Reporting Person (See Instructions)
IV,
CO
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1.
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Name
of Reporting Person:
Harmony
Capital Managers Limited
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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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
Cayman
Islands
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
5,300,000
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
5,300,000
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
5,300,000
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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)
21.3%
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14.
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Type
of Reporting Person (See Instructions)
IA,
CO
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Item
1. Security and Issuer
This Schedule 13D relates to 1,200,000
shares of common stock, $0.001 par value (the “Common Stock”) and 4,100,000
Common Stock purchase warrants of China North East Petroleum Holdings Limited, a
Nevada corporation (the “Issuer”), whose principal executive offices are located
at 445 Park Avenue, New York, NY 10022.
Item
2. Identity and
Background
The names
of the persons filing this statement (the “Reporting Persons”) are Lotusbox
Investments Limited, a British Virgin Islands corporation, (“Lotusbox”) and
Harmony Capital Managers Ltd., a Cayman Islands corporation (“Harmony”). The
directors of Harmony Capital Managers Limited are Suresh Withana, John Nicholls,
and Irving Kuczynski.
Lotusbox
is an investment vehicle that directly owns the securities in the Issuer, of
which is comprised of 1,200,000 shares of Common Stock and 4,100,000 Common
Stock purchase warrants. Harmony is the investment Manager to the
parent company of Lotusbox, Harmony Investment Fund Limited. The
Reporting Persons are engaged in the investment and trading of a variety of
securities and financial instruments.
The
address of the principal business and principal office of each of the Reporting
Persons is:
137 Telok
Ayer Street
#04-04/05
Singapore
068602
During
the last five years, neither of the Reporting Persons nor the other entities
mentioned in this Item 2 have been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) 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.
Item
3. Source and Amount of Funds or Other
Consideration
On
February 28, 2009, the Reporting Persons acquired the 4,800,000 Common Stock
purchase Warrants as part of a $15,000,000 loan to the Issuer, as further
described in the Issuer’s Current Report on Form 8-K dated March 3,
2008.
On August
22, 2008, Lotusbox exercised 1,200,000 Class A Common Stock purchase warrants at
an exercise price of $0.01 per share.
In March 5, 2009, as consideration for
amending the $15,000,000 debenture, the Issuer issued 500,000 Common Stock
purchase warrants to Lotusbox, as further described in the Issuer’s Current
Report on Form 8-K dated March 5, 2009.
The funds used in the purchase of the
securities came from working capital of Lotusbox.
Item
4. Purpose of Transaction
The
purpose of the acquisition of the Common Stock is for investment, and the
acquisitions of the Common Stock and Common Stock purchase warrants were made in
the ordinary course of business and were not made for the purpose of acquiring
control of the Issuer.
None of
the Reporting Persons has any current plans or proposals which relate to, or
could result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item
5. Interest in Securities of the
Issuer
(a)-(b) The
responses to Items 7 - 13 of the cover pages of this Schedule 13D are
incorporated herein by reference.
(c) No
transactions were made in the Common Stock by the Reporting Persons during the
last 60 days:
(d) The
Reporting Persons have the sole right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
owned by them.
Item 6.
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
None.
Item
7. Material to Be Filed as
Exhibits
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.
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DATE:
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June
12, 2009
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LOTUSBOX
INVESTMENTS LIMITED
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By:
/s/ Suresh Withana
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Name:
Suresh Withana
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Title: Executive
Director and Chief Investment Officer
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HARMONY
CAPITAL MANAGERS LTD.
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By:
/s/ Suresh Withana
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By: Suresh
Withana
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Title: Executive
Director and Chief Investment Officer
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Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations
(See
18 U.S.C. 1001)