Item 1. | Security and Issuer. |
This statement on Schedule 13D relates to the common stock, par value $.001 per share (the “Common Stock”), of China Executive Education Corp. (the “Issuer”), a Nevada corporation. The principal executive office of the Issuer is located at Room 307, Hualong Business Building, 110 Moganshan Road, Hangzhou 310005, P.R.China.
Item 2. | Identity and Background. |
This Schedule 13D is filed by Kaien LIANG, whose business address is Room 307, Hualong Business Building, 110 Moganshan Road, Hangzhou 310005, P.R.China. Mr. LIANG’s principal occupation is serving as the Chief Executive Officer and a director of the Issuer.
During the last five years, Mr. LIANG (1) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and (2) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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.
Mr. LIANG is a Taiwan resident.
Item 3. | Source and Amount of Funds or Other Consideration. |
The shares of Common Stock which resulted the filing of this Schedule 13D were acquired in the merger of Surmounting Limit Marketing Adviser Limited, of which Mr. LIANG was a majority stockholder, into a subsidiary of On Demand Heavy Duty Corp., which is now the Issuer.
On February 12, 2010, the Issuer acquired all of the outstanding capital stock of Surmounting Limit Marketing Adviser Limited, a Hong Kong corporation (“SLM”), through China Executive Education Corp., a Nevada corporation (the “Merger Sub”) wholly owned by the Issuer. SLM is a holding company whose asset, held through a subsidiary, is 100% of the registered capital of Hangzhou MYL Business Administration Consulting Co., Ltd. (“MYL Business”), a limited liability company organized under the laws of the People’s Republic of China (“China” or “PRC”). Substantially all of SLM's operations are conducted in China through MYL Business, and through contractual arrangements with several of MYL Business’s consolidated affiliated entities in China, including Hangzhou MYL Commercial Services Co., Ltd. (“MYL Commercial”) and its subsidiaries. MYL Commercial is a fast-growing executive education company with dominant operation in Shanghai, the commercial center of China. As a result of these transactions, persons affiliated with Surmounting Limit Marketing Adviser Limited now own securities that in the aggregate represent approximately 98% of the equity in the Issuer.
Item 4. | Purpose of Transaction. |
The merger was part of a series of transactions undertaken by the Issuer in order to accomplish the acquisition of the business of MYL Commercial.
Our transactions included, without limitation:
▪ | The Merger Sub issued 20 shares of the common stock of the Merger Sub which constituted no more than 10% ownership interest in the Merger Sub to the shareholders of SLM, in exchange for all the shares of the capital stock of SLM (the “Share Exchange” or “Merger”). The 10 shares of the common stock of the Merger Sub were converted into approximately 21,560,000 shares of the common stock of the Company so that upon completion of the Merger, the shareholders of SLM own approximately 98% of the common stock of the Company. |
▪ | Post the transaction contemplated in the Merger Agreement, there were 22,000,000 shares of common stock issued and outstanding. |
▪ | Cody Love resigned as the Company’s Chief Executive Officer, Secretary and Treasurer on Feb 12, 2010. |
▪ | Kaien Liang, Chairman of SLM and MYL Business, was elected to serve on our Board of Directors as Chairman of, and was appointed as Chief Executive Officer of the Company. |
▪ | Pokai Hsu, Chief Executive Officer of SLM and MYL Business, was appointed as Chief Operating Officer of the Company. |
▪ | Tingyuan Chen, Chief Strategy Officer of SLM and MYL Business, was appointed as Chief Strategy Officer of the Company. |
▪ | Zhiwei Huang, Chief Financial Officer of SLM and MYL Business, was appointed as Chief Financial Officer of the Company. |
▪ | As part of the Merger, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”), the Issuer transferred all of the outstanding capital of its subsidiary, On Demand Heavy Duty Holdings, Inc. (“Holdings”) to certain of its shareholders in exchange for the cancellation of 3,000,000 shares of the Issuer’s common stock (the “Split Off Transaction”). Holdings was engaged in the business of internet travel planning. To date, Holdings’ activities were limited to capital formation, organization, set-up of a website and development of its business plan and target customer market. Following the Merger and the Split-Off Transaction, the Issuer discontinued its former business and is now engaged in the executive education business. |
▪ | As part of the Merger, the Issuer’s name was changed from “On Demand Heavy Duty Corp.” to the Merger Sub’s name “China Executive Education Corp.” The Issuer is communicating with FINRA for the name change and trading symbol change on the OTC Bulletin Board. |
Except as set forth herein, the Reporting Person does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right from time to time to acquire or dispose of shares of Common Stock or to formulate other purposes, plans or proposals regarding the Issuer or securities of the Issuer held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.
Item 5. | Interest in Securities of the Issuer. |
Mr. LIANG is the beneficial owner of an aggregate of 17,600,000 shares of Common Stock, constituting 80% of the Issuer’s outstanding Common Stock as of February 12, 2010. Mr. LIANG has sole power to vote and dispose of these shares. Mr. LIANG has not effected any transactions in the Issuer’s Common Stock during the past 60 days.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Except for the arrangements pursuant to the Merger described above, the Reporting Person has not entered into any contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.
Item 7. | Material to be Filed as Exhibits. |
SIGNATURES
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: February 22, 2010
| | Kaien LIANG |
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| | /s/ Kaien LIANG | |
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