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How late is CNWD on filing a financial report atm?
I'm still here... unfortunately.. bleehh
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
CHINA WOOD, INC.
(Name of Issuer)
Common Stock, $0.001 per share
(Title of Class of Securities)
16951F101
(CUSIP Number)
Alan P. Donenfeld
c/o Paragon Capital LP
110 East 59th Street, 22nd Fl
New York, NY 10022
(212) 593-1600
With copies 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)
April 27, 2011
(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
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).
1
CUSIP No. 16951F101
1.Name of Reporting Person:
I.R.S. Identification Nos. of above persons (entities only).
Paragon Capital LP
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)
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
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With7. Sole Voting Power
716,527
8. Shared Voting Power
0
9. Sole Dispositive Power
716,527
10. Shared Dispositive Power
0
11.Aggregate Amount Beneficially Owned by Each Reporting Person
716,527
12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.Percent of Class Represented by Amount in Row (11)
7.0%
14.Type of Reporting Person (See Instructions)
OO
2
CUSIP No. 16951F101
1.Name of Reporting Person:
I.R.S. Identification Nos. of above persons (entities only).
Alan P. Donenfeld
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)
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
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With7. Sole Voting Power
716,527
8. Shared Voting Power
0
9. Sole Dispositive Power
716,527
10. Shared Dispositive Power
0
11.Aggregate Amount Beneficially Owned by Each Reporting Person
716,527
12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.Percent of Class Represented by Amount in Row (11)
7.0%
14.Type of Reporting Person (See Instructions)
IN
3
EXPLANATORY NOTE
As reported by the Issuer on a Form 8-K filed with the Securities and Exchange Commission on October 1, 2010, on September 30, 2010, Timberjack Sporting Supplies, Inc. (“Timberjack,” the “Company” or the “Issuer”) acquired a company that is in the business of plywood production in the People’s Republic of China in accordance with a Share Exchange Agreement, dated September 30, 2010 (the “Exchange Agreement”), by and among the Company, Paragon Capital LP, a Delaware limited partnership, Chine Victory Profit Limited, a British Virgin Islands company (“Chine Victory”), and the shareholders of Chine Victory (the “Chine Victory Shareholders”). The closing of the transaction took place on September 30, 2010 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares of Chine Victory from the Chine Victory Shareholders in exchange for the issuance of 467,074.60209421 shares of Series M preferred stock, par value $0.001 (the “Series M Preferred Stock”) whereby each share of Series M Preferred Stock will be converted into 10,000 shares of the Company’s common stock (the “Common Stock”) automatically upon the effectiveness of the Reverse Split (as defined in the Form 8-K) (the “Share Exchange”), which was effected on March 24, 2011. As a result of the Share Exchange, Chine Victory became the Issuer’s wholly-owned subsidiary.
Immediately after the Share Exchange, the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”) for the issuance and sale in a private placement of investment units (the “Units”), each Unit consisting of one share of the Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and Series A warrants to purchase up to 0.5 shares of the Company Common Stock (the “Series A Warrants”), for aggregate gross proceeds of $5,344,975 (the “Private Placement”). In the aggregate, the Issuer issued to the Investors a total of 1,336,244 shares of Series A Preferred Stock and Series A Warrants to purchase up to 668,123 shares of the Company’s Common Stock.
Paragon Capital LP purchased 125,000 Units in the Private Placement, consisting of 125,000 shares of Series A Preferred Stock convertible into 125,000 shares of Common Stock of the Issuer and 125,000 Series A Warrants to purchase 62,500 shares of Common Stock of the Issuer.
Paragon Capital LP also transferred 114,000,000 shares of Common Stock to Newbridge Securities Corporation, the placement agent in connection with the Private Placement.
The Reporting Persons’ beneficial ownership of the Issuer, subsequent to the Reverse Split is 716,527 shares of Common Stock, consisting of 529,027 shares of Common Stock of the Issuer, 125,000 shares of Common Stock issuable upon the conversion of 125,000 shares of Series A Preferred Stock (which were not included in the beneficial ownership set forth in Amendment No. 2) and 62,500 shares of Common Stock issuable upon the exercise of 125,000 Series A Warrants (which were not included in the beneficial ownership set forth in Amendment No. 2), representing approximately 7.0% shares of Common Stock of the Issuer in accordance with Section 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.
Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to shares of common stock, $.001 par value (the “Common Stock”), of Timberjack Sporting Supplies, Inc., a Nevada corporation with its principal place of business located at 110 East 59th Street, 22nd Floor, New York, NY 10022. This Amendment No. 3 amends and supplements the information contained in Items 1 and 5 of the Schedule 13D filed by Paragon Capital LP (“Paragon”) and Alan P. Donenfeld (“Donenfeld”, together with Paragon, the “Reporting Persons”) on September 16, 2008 (as amended by Amendment No. 1 and Amendment No. 2, each as defined below, the “Schedule 13D”), Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on November 21, 2008 (“Amendment No. 1), and Amendment No. 2 filed by the Reporting Persons on October 5, 2010 (“Amendment No. 2”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 3, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 3.
Item 2. Identity and Background.
(a) Name: This statement is filed by Paragon Capital LP and Alan P. Donenfeld. Mr. Donenfeld is the Managing Member of Paragon Capital Advisors LLC, which is the General Partner of Paragon Capital LP.
(b) Business Address: 110 East 59th Street, 22nd Floor, New York, NY 10022.
(c) Employment Information: President, Chief Executive Officer and Sole Director of the Issuer; Managing Member of Paragon Capital Advisors LLC, which is the General Partner of Paragon Capital LP.
4
(d) During the last five (5) years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five (5) years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which they are subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
(f) Paragon is a Delaware limited partnership. Alan P. Donenfeld is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds was the working capital of Paragon Capital LP.
Item 4. Purpose of Transaction
Except as set forth in the Explanatory Note above, 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 Item 4 of Schedule 13D. 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)Aggregate number and percentage of the class of securities beneficially owned:
Paragon Capital LP and Mr. Donenfeld beneficially own an aggregate of 716,527 shares of the Issuer’s common stock, which includes 529,027 shares of Common Stock of the Issuer; 125,000 shares of Series A Preferred Stock which are convertible into 125,000 shares of Common Stock of the Issuer and 125,000 Series A Warrants to purchase 62,500 shares of Common Stock of the Issuer, which represents approximately 7.0% of the issued and outstanding common stock of the Issuer.
(b)Number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition:
Sole Power to Vote or to Direct the Vote:529,027
Shared Power to or to Direct the Vote:0
Sole Power to Dispose or to Direct the Disposition of:529,027
Shared Power to Dispose or to Direct the Disposition of:0
(c)Transactions in the securities effected during the past sixty days:
The information disclosed in the Explanatory Note is incorporated by reference herein.
(d)No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.
(e)The date on which the reporting person ceased to be the beneficiary owner of more than five percent of the class of securities:
N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information disclosed in the Explanatory Note is incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits.
Exhibit No.Description:
10.1Securities Purchase Agreement, dated September 30, 2010, between Timberjack Sporting Supplies, Inc. and Paragon Capital LP (Incorporated by reference to Exhibit 10.1 to the Reporting Persons’ Amendment No. 2 to Schedule 13D filed on October 5,2010)
5
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.
PARAGON CAPITAL LP
Date: April 27, 2011 By:/s/ Alan P. Donenfeld
Alan P. Donenfeld,
Managing Member of Paragon Capital Advisors, LLC,
the General Partner of Paragon Capital LP
Date: April 27, 2011 By:/s/ Alan P. Donenfeld
Alan P. Donenfeld, individually
6
Nothing yet, maybe one day that will change. Hard to imagine complete silence for 2011
Yup. Heard any rumblings ccr?
Very boring one -
Weird, it shows no volume today, but on my brokerage site, volume is 1300???? A very mysterious stock...
a little off topic but does concern alan "anti-shareholder" donenfeld... anyone see he's prepping his other shell PVNC for a reverse merger? i think he didnt like all the berating emails he got from the TBJK holders and this time he's r/s before the install of whatever company is going in there...as he and the old shell owner own a way big majority of the shares... yet there are some tradeable shares and those shareholders are in for the big hurt...hes filed with the nevada sos to be up to date w/ them recently and has 8-k'd the r/s... i might shoot him off an email letting him know my feelings about how he treats shareholders... on PVNC 100-1 r/s 99,700,000 shares will become 997,000 shares BUT like the CNWD ordeal... the a/s will stay at 100M... keep it classy alan
Anytime brother, maybe I will look thru the 10q and get a phone number - can;t hurt, right?
Danno
"Notice of Effectiveness" filed. Maybe now we might start to see some trading:)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF EFFECTIVENESS
Effective Date: April 07, 2011
Form: S-1
CIK: 0001368960
Company Name: China Wood, Inc.
File Number: 333-170880
http://www.otcmarkets.com/stock/CNWD/financials
S-1A(4) filed 3/31/11.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7830302
Still moving forward with all the legal issues to get this fully trading...and I believe, moved up to the NASDAQ!
I emailed Paragon Capital a few days ago...no response yet
It would be nice to see bid support get raised to a reasonable level, and normal trading to commence.
- Wonder when we will officially get an update from CNWD
yep, the engine is trying to turn over. What a difference in my account balance! THANk you whoever!
danno
I wish all my stocks moved 4000%! lol
Would be nice to get some bid support and more ask slapping. Would like to see a nice valuation of $10 based on EPS of year ending Dec 2010
Nice correction -
Lol finally eh'
I Was kinda eyeing $10, would like to get my money back and a bit more for the funds being tied up. HAve you done the math as to a realistic pps based on the fins? I Know it is in the past posts, just too busy keeping up on my active boards to go look. I remember they said they are making 30,000 a day. That would look nice against a small share structure right? And lots of construction coming up in Japan, should raise plywood prices....
danno
Yes, it's only going to go up from here:)
At least the current bid is $2...so you could get at least that amount.
I'll hold out for awhile myself...with an O/S of 12MM (fully diluted) I believe this company has some great potential!
Thank you for your answer. THe way my account reads is i am down 98 percent, and shares are worth 12 cents. It should go up from here lol!
danno
No, you don't have to contact your broker. Our shares are the common shares and they are free trading. I already sold a few at $4.88.
Still waiting for Paragon to commence their promotion of this company. I guess they're still getting their ducks in a row. Hopefully soon.
JGL, can you shed some light on this for me? IT looks like we are getting closer to trading, but will my post split shares be worth anyhthing, or do I need to contact my broker about the 4.00 offer?
Thank you
Danno
S-1A(3) filed 3/22/11.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7812426
Hopefully we can see some regular trading in this stock soon!
Thanks buddy, might need some in libya too!. really, i would just like some news or some action...
Just so you guys know the Japanese will be ordering a lot plywood wood very soon.
Since nothing is happening, there is nothing to talk about.
thank you, any info is welcome, the board is dead...
I hold a very small position and don't think about it day to day. If CNWD ever does something, that is a bonus. No reason to sell, no reason to buy more.
Have you got any thoughts on this n? Like, I thought it was a fat finger flash crash at first, but weeks later, here it still sits. What's up?
danno
is it possible that this is being accumulated at such small buys that it just doesn't show up as volume?
Really, what in the hell is going on here? Who takes over a shell and sees it drop 90 percent? Where are then pr's, uplisting, etc.????
Danno
Nice, GLTY bud.
I sold my shares a few weeks ago @4.88 for nice profit, Just couldnt sit here and wait any longer, GLTA here still, might try and bid up some in the future..
Would love some cheapies, the run will come when they get everything lined up, always takes longer than we feel it should
Any thoughts on the wild bid action bro?
I thought? there was to be a pr campaign on this in February. The numbers the guys on the board have crunched are good, so lets go already...
Brick, you still here?
What leaves me puzzled is why they went through the expense of a RM to get listed and then release no PRs or other information.
lmcat
Sorry cat, don't know, it was just my own little experiment. Something must be up though, never seen a stock behave so strange...
For what it is worth, I Tried to buy 1000 shares at .13 today, and gave up waiting. I then tried to buy 20 share at 5.00 and was filled. HOwever, volume on the stock shows 0 today. Any thoughts????
Danno
GL but I dont think anyone is budging maybe you just move him up again.
Well, I just outbid them @ 2 bucks, see if I can get them there...
Exactly !trying to scare ppl into selling cheap so they can scoff them up. Looks like they only lost money by doing it. No one is selling and they'll have to keep raising their bid till we are back at $5 and when they get close the $5 should move to $10 lol
in my opinion someone sold a small amount of share to get the price lower to buy... the bid has been alittle competitive although only around a buck.
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Formerly Timberjack Sporting Supplies (ticker TBJK), via reverse merger with Chine Victory, the company is now China Wood Inc. (CNWD). New Company Website: http://www.lychangsheng.com/e-about.asp LINYI CHAN TSENG WOOD CO., LTD New Share Structure Fully Diluted Post-reverse split: Authorized Shares (AS) = 980,000,000 Private Placement at $4.00/share with warrants at $4.50/share. Some Valuation Estimates: Using P/E only: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=55091299 Using PEG ratio: http://investorshub.advfn.com/boards/read_msg.aspx?message_id=55095200
Overview On September 30, 2010, we completed the acquisition of Chine Victory, engaged in the production of radiata pine plywood and eucalyptus plywood products in China, by means of a share exchange. As a result of the share exchange, Chine Victory became a wholly-owned subsidiary of China Wood, Inc. Simultaneously with the acquisition, we completed a $5,344,975 private placement of securities to accredited investors at $4.00 per unit, with each “Unit” consisting of one share of Series A Convertible Preferred Stock, and a warrant to purchase 0.5 shares of common stock with an exercise price of $4.80 per share, pursuant to the terms of a securities purchase agreement. As a result of the Share Exchange, we changed our fiscal year to March 31. We are a holding company and, through our subsidiaries, primarily engage in the production of radiata pine plywood and eucalyptus plywood products in China. We are one of the large plywood producers in China. In addition to being a plywood producer, we are a large producer of veneer, which can be described as thin layers of superior wood glued to a base of inferior wood. Our products are produced from pine and eucalyptus woods. Most of our revenue is generated through sales to builders and producers of hardwood flooring and furniture. Approximately 37.09% of our plywood products are sold locally, while the remaining 62.91% is exported to 16 countries worldwide. Our largest foreign markets are Australia, Singapore, South Korea, Norway, the United States and New Zealand which account for 12.15%, 10.33%, 6.68%, 6.4%, 5.07% and 4.79% of sales, respectively. The balance of 17.9% is divided among other Asian countries, the European Union and the United Kingdom. Recently development On November 16, 2010, we effectuate a 540.61745923707:1 reverse stock split (pro-rata reduction of outstanding shares) of our issued and outstanding shares of common stock. In addition, we changed our name from “Timberjack Sporting Supplies, Inc.” to “China Wood, Inc.” on November 16, 2010. Net Income Net income for the three months ended September 30, 2010 was $4.4 million or 31.4% of net revenue, compared to $2.7million or 24% of net revenue for the three months ended September 30, 2009, an increase of $1.7million or 64%. The increase was primarily due to increase in net revenue from three months 2009 to 2010, partially offset by increases in cost of goods sold and operating expenses as discussed above. Net Income Net income for the six months ended September 30, 2010 was $8.5 million or 30.3% of net revenue, compared to $5.2 million or 24.2% of net revenue for the six months ended September 30, 2009, an increase of $3.3million or 64%. The increase was primarily due to increase in net revenue from six months 2009 to 2010, partially offset by increases in cost of goods sold and operating expenses as discussed above.
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