SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act Of 1934
APEXTALK HOLDINGS, INC.
(Name of Issuer)
COMMON STOCK, $0.001 Par Value Per Share
(Title of Class of Securities)
(CUSIP Number)
637 Howard Street
San Francisco, CA 94105
(888) 228-2829
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
(732) 409-1212
December 30, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.
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SCHEDULE 13D
(1) NAMES OF REPORTING PERSONS. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Champion Investors (China) Ltd.
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) | o | ||
(b) | o |
(3) SEC USE ONLY
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | (7) SOLE VOTING POWER |
1,770,835 | |
(8) SHARED VOTING POWER | |
0 | |
(9) SOLE DISPOSITIVE POWER | |
1,770,835 | |
(10) SHARED DISPOSITIVE POWER | |
0 |
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,770,835
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.39%
(14) TYPE OF REPORTING PERSON
IN
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ITEM 1. SECURITY AND ISSUER.
The security upon which this report is based is the common stock, par value $0.001, of APEXTALK HOLDINGS, INC., a Nevada corporation, with its principal place of business located at 637 Howard Street, San Francisco, CA, 94105 (the “Issuer”). Its telephone number is (888) 228-2829.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Champion Investors (China) Ltd., a New York corporation, which is hereinafter sometimes referred to as the “Reporting Person.” The principal executive office of the Reporting Person is located at 9 Division Street, Suite 201, New York, NY 10004.
During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years which would make it 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds required to acquire the Shares described in Item 5 was approximately $4,250,000. The source of funds for the purchase of the Shares was the working capital of the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business. The Reporting Person expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them.
Also, consistent with their investment intent, the Reporting Person may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations and capital structure. Although the acquisition of the Shares is for investment purposes, the Reporting Person may have engaged in, and may continue to pursue, either alone or with others, discussions with management or directors of the issuer regarding alternatives to protect, grow and ultimately realize long-term value for shareholders. Furthermore, consistent with its investment research methods and evaluation criteria, the Reporting Person may discuss such other alternatives as the Rep orting Person deem appropriate with other shareholders, industry analysts, investment and financing professionals or any other third parties.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person held a total of 1,770,835 shares of the issued and outstanding common stock of the Issuer. Such amount represented 79.39 % of the total issued and outstanding common shares of the Issuer.
(b) The Reporting Person holds the sole voting and dispositive power over the 1,770,835 shares issued to the Reporting Person by the Issuer.
(c) The tables below set forth purchases of the shares of the common stock by the Reporting Person from the Issuer during the last 60 days.
Transactions Effected by the Reporting Person
Approximate Price | |||||
Per share | |||||
Date | Amount of Shares | ||||
May 26, 2010 | 937,501 | $ | 2.40 |
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than set forth above, the Reporting Person does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to securities of the Issuer, including, but not limited to, transfer or voting of any such securities, finder’s fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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.
Date: June 28, 2010
By: | /s/ Yi Biao Chen |
Yi Biao Chen Champion Investors (China) LTD | |
President |
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