UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
(Name of Issuer)
China Ritar Power Corp
(Title of Class of Securities)
Common
(CUSIP Number)
169423100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
David Hill
Pope Asset Management, LLC
5100 Poplar Avenue Suite 805
Memphis TN 38137
901-763-4001
(Date of Event which Requires Filing of this Statement) 12/31/2011
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. [ ]
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).
CUSIP No 169423100
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Pope Asset Management LLC 62-1871308
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Tennessee USA
Number of Shares Beneficially Owned by Each Reporting Person With
7.
Sole Voting Power 7,173,994*
8.
Shared Voting Power 0
9.
Sole Dispositive Power 7,173,994*
10.
Shared Dispositive Power 0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
7,173,994*
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 32.82%
*The amount reported above includes an aggregate ownership by Pope Asset
Management, LLC, Pope Investments LLC, and Pope Investments II LLC. Pope
Asset Management, LLC is the investment adviser for Pope Investments LLC
and Pope Investments II LLC. Therefore, Pope Asset Management, LLC as
investment adviser to Pope Investments LLC and Pope Investments II LLC,
could be deemed to be beneficial owner of 7,173,994 shares of China
Ritar Power Corp.
14.
Type of Reporting Person (See Instructions)
IA
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Pope Investments LLC 203955985
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With
7.
Sole Voting Power 2,005,233
8.
Shared Voting Power 2,005,233
9.
Sole Dispositive Power 2,005,233
10.
Shared Dispositive Power 2,005,233
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
2,005,233
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 9.17%
14.
Type of Reporting Person (See Instructions)
00
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Pope Investments II LLC 260281944
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Delaware, USA
Number of Shares Beneficially Owned by Each Reporting Person With
7.
Sole Voting Power 1,181,085
8.
Shared Voting Power 1,181,085
9.
Sole Dispositive Power 1,181,085
10.
Shared Dispositive Power 1,181,085
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
631,359
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 5.40%
14.
Type of Reporting Person (See Instructions)
00
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
William P. Wells 426961338
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Source of Funds (See Instructions) OO
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6.
Citizenship or Place of Organization Tennessee USA
Number of Shares Beneficially Owned by Each Reporting Person With
7.
Sole Voting Power 7,173,994*
8.
Shared Voting Power 0
9.
Sole Dispositive Power 7,173,994*
10.
Shared Dispositive Power 0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
7,173,994*
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in Row (11) 32.82%
*The amount reported above includes an aggregate ownership by Pope Asset
Management, LLC, Pope Investments LLC, and Pope Investments II LLC. Pope
Asset Management, LLC is the investment adviser for Pope Investments LLC
and Pope Investments II LLC. Therefore, Pope Asset Management, LLC as
investment adviser to Pope Investments LLC and Pope Investments II LLC,
could be deemed to be beneficial owner of 7,173,994 shares of China
Ritar Power Corp.
14.
Type of Reporting Person (See Instructions)
IN
Item
1.Common stock of China Ritar Power Corp
Address of Issuer's Principal Executive Offices
Room 2201 Tower A, Cyber Times Building, Tian'an Cyber park,
Futian District, Shenzhen, China, 518040
Item
2.
Identity and Background
(a)
This 13-D Form is filed by and on behalf of: (i) Pope Investments LLC,
a Delaware limited liability company ("Pope
Investments "); (ii) Pope Investments II LLC, a Delaware limited liability
company ("Pope 2")' (iii) Pope Asset Management, LLC, a Tennessee limited
liability company ("Pope Asset"); and (iv) William P. Wells
("Mr. Wells"). Pope Asset serves as an investment adviser
and/or manager to various persons, including Pope Investments and Pope 2.
Pope Asset is the sole manager for Pope Investments and Pope 2 and has sole
voting control and investment and disposition power and discretion
with respect to all securities held by Pope Investments and Pope 2.
Pope Investments holds 2,005,233 of the issuers common stock.
Pope 2 holds 1,181,085 shares of the issuers common
stock. Pope Asset Management, LLC holds 3,987,676 shares of the issuer's
common stock on behalf of its individual clients. Pope Asset
and Mr. Wells may be deemed to hold shared power to vote and
to dispose of the 7,173,994 shares of the issuer's common stock.
Pope Asset may be deemed to beneficially own shares owned and/or
held by and for the account of and/or benefit of various persons,
including Pope Investments and Pope 2. Mr. Wells is the sole manager of
Pope Asset. Mr. Wells may be deemed to beneficially own shares owned
and/or held by and/or for the account of and/or benefit of
Pope Investments and Pope 2. Mr. Wells declares that neither the filing
of this statement nor anything herein shall be
construed as an admission that such reporting person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a group with
respect to the issuer or securities of the issuer for the purposes of
Section 13(d) or 13(g) of the Act. Each of the reporting persons
declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for
the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act
together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of the issuer or otherwise
with respect to the issuer or any securities of the issuer,
or (ii) a member of any group with respect to the issuer or any
securities of the issuer. Pope Investments, Pope Asset and Mr. Wells
have entered into a Joint Filing Agreement, see exhibit 99.1,
pursuant to which they have agreed to file this Schedule 13D
jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
(b)
5100 Poplar Avenue, Suite 805, Memphis, TN 38137
(c)
See Item 2a above.
(d)
not applicable
(e)
not applicable
(f)
Citizenship. Pope Asset in a Tennessee limited liability company.
Pope Investments and Pope II are both Delaware limited liability companies.
Mr. Wells is a resident of Tennessee and a United States citizen.
Item
3.
Source and Amount of Funds or Other Consideration
The Reporting Persons acquired 4,391,962 shares of common stock of
the Issuer in exchange for $10,501,577.43 of its own funds.
Item
4.
Purpose of Transaction
The purpose of all of the acquisition of securities of the issuer
was and remains to be for investment purposes only.
The Reporting Persons have no definitive or specific plans or proposals
that
relate to or would result in the occurrence of any of the actions described
in Items 4(a) through 4(j).
Describe any plans or proposals which the reporting persons may have which
relate to or would result in:
(a) The Reporting Persons currently have no plan or intent to acquire
additional securities of the issuer, but may do so.
The Reporting Persons have no current intent to sell securities of the
issuer, but may do so. Pope Investments has certain registration rights
granted by the issuer with respect to securities of the issuer
which it holds or may acquire or holds or may acquire upon
conversion of convertible notes or exercise of warrants.
(b) Not Applicable.
(c) Not Applicable
(d) The Reporting Persons are not currently contemplating requesting changes
to the present board of directors or management of the issuer, including
plans
or proposals to change the number or term of directors on the board. The
Reporting Persons' intent is to cooperate with the company and board in
selecting any additional directors, as needed, in order to provide
additional valueby increasing the level of directors experienced in
capital markets as well as industry specifics. Although the Reporting
Persons may seek to appoint one or more nominees to serve as a director(s)
of the issuer, the Reporting Persons deny any intent to exercise a controlling
influence over the issuer's board of directors or management. Additionally,
the Reporting Persons currently intend to support the current management of
the issuer in the operation of its businesses.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
(i) Not Applicable.
(j) The Reporting Persons are engaged in the investment business.
In pursuing this business, the Reporting Persons analyze the operations,
capital structure and markets of companies, including the issuer, on a
continuous basis through analysis of documentation and discussions
with knowledgeable industry and market observers and with representatives
of such companies, including without limitation, the issuer.
From time to time one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies
in which the Reporting Person may suggest or take a position or offer
advice with respect to potential changes in the operations, management or
capital structure of such companies as a means of enhancing
shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses
(a) through (j) of this Item 4, including without limitation,
such matters as disposing of or selling all or a portion of
the company or acquiring another company
or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover
measures and restructuring the issuers capitalization or dividend policy.
Except as set forth above in this Item 4, the Reporting Persons
do not have any present plans or proposals that relate to or would
result in any of the actions required to be described in this Item 4.
Each of the Reporting Persons may, at any time, review or reconsider
its position with respect to the issuer and formulate plans or proposals
with respect to any of such matters, but has no present intention of doing so.
Item
5.
Interest in Securities of the Issuer
(a) As of the date hereof,
Each of the Reporting Persons is deemed to beneficially own
shares of common stock of the Issuer as below:
Pope Asset Managmement, LLC: 7,173,994
Pope Investments LLC: 2,005,233
Pope Investments II LLC: 1,181,085
William P. Wells: 7,173,994
(b) Pope Asset Managmement, LLC may be deemed to hold shared power to
vote and to dispose of the 7,173,994 shares of common stock
described in (a) above. Pope Asset and Mr. Wells may be deemed
to hold shared power to vote and to dispose of the 7,173,994
shares of the issuer's common stock described in (a) above.
The foregoing should not be construed in and of itself as an
admission by Pope Asset or Mr. Wells as to the beneficial ownership
of the securities of the issuer held by Pope Investments and
Pope Investments II.
(c) (i) Buys: Pope Asset the following:
November 1, 2011 34,100 $0.80 per share;
November 2, 2011 40,000 $0.80 per share;
November 3, 2011 15,000 $0.80 per share;
November 4, 2011 13,400 $0.80 per share;
November 7, 2011 10,600 $0.81 per share;
November 8, 2011 5,000 $0.80 per share;
November 9, 2011 11,300 $0.80 per share;
November 10, 2011 20,000 $0.81 per share;
November 14, 2011 20,000 $0.81 per share;
November 15, 2011 18,975 $0.79 per share;
November 16, 2011 50,000 $0.80 per share;
November 17, 2011 10,400 $0.80 per share;
November 18, 2011 27,659 $0.80 per share;
November 21, 2011 6,900 $0.80 per share;
November 23, 2011 10,000 $0.81 per share;
November 25, 2011 12,000 $0.81 per share;
November 28, 2011 4,067 $0.80 per share;
November 29, 2011 30,000 $0.80 per share;
November 30, 2011 324,097 $0.75 per share;
December 1, 2011 75,890 $0.74 per share;
December 2, 2011 60,000 $0.75 per share;
December 5, 2011 64,000 $0.72 per share;
(ii) Sells: Pope Asset the following:
November 2, 2011 2,700 $0.79 per share;
November 30, 2011 239,700 $0.75 per share;
December 6, 2011 5,000 $0.75 per share;
December 8, 2011 700 $0.75 per share;
December 21, 2011 1,500 $0.80 per share;
(iii) Buys: Pope Investments II LLC the following:
December 6, 2011 20,000 $0.74 per share;
December 7, 2011 3,800 $0.76 per share;
December 8, 2011 1,300 $0.78 per share;
December 9, 2011 5,100 $0.79 per share;
December 12, 2011 18,465 $0.78 per share;
December 13, 2011 2,200 $0.76 per share;
December 14, 2011 18,400 $0.79 per share;
December 15, 2011 3,000 $0.78 per share;
December 16, 2011 5,600 $0.78 per share;
December 19, 2011 25,000 $0.78 per share;
December 20, 2011 16,300 $0.78 per share;
December 21, 2011 13,500 $0.79 per share;
December 22, 2011 17,900 $0.79 per share;
December 27, 2011 16,406 $0.83 per share;
December 28, 2011 32,000 $0.79 per share;
December 29, 2011 20,000 $0.78 per share;
December 30, 2011 20,000 $0.78 per share;
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of,
dividends from,or proceeds from the sale of, the shares
of issuer's common stock reported in this statement.
(e) none
Pope Asset does not directly own any shares of the
issuer's Common Stock. Pope Asset is the sole Manager of Pope
Investments and Pope II. Mr. Wells is the Manager of Pope Asset.
Pope Asset may be deemed to beneficially own shares owned
and/or held by and for the account of and/or benefit
of various persons, including Pope Investments and Pope II.
Mr. Wells may be deemed to own shares owned
and/or held by and/or for the account of and/or benefit
of Pope Investments and Pope II. Each of the reporting persons declares
that neither the filing of this statement nor anything
herein shall be construed as an admission that
such reporting person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose,
the beneficial owner of any securities
covered by this statement.
Item
6.
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Issuer
None.
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 February 15, 2012
Exhibit 99.1
JOINT FILING AGREEMENT
This will conform the agreement by and among the undersigned
that the Schedule 13D filed with the Securities and Exchange
Commission on or about the date hereof with respect to the beneficial
ownership by the undersigned of the Common Stock, $.001 par value,
of China Ritar Power Corp., is being filed, and all amendments
thereto will be filed, on behalf of each of the persons and entities
named below in a accordance with Rule 13d-1(k) under the Securities
Exchange Act of 1934, as amended. 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.
Dated: February 15, 2012
Pope Investments LLC
By: Pope Asset Management, LLC, Manager
Signature
William P. Wells/Managing Member Name/Title
Pope Investments II LLC
By: Pope Asset Management, LLC, Manager
Signature
William P. Wells/Managing Member Name/Title
By: Pope Asset Management, LLC, Manager
Signature
William P. Wells/President Name/Title
By: William P. Wells, Chief Manager
Signature
William P. Wells/President Name/Title
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.