| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/26/2012 |
3. Issuer Name and Ticker or Trading Symbol
Big Tree Group, Inc. [ BIGG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,062,743(1) | I | See Footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reporting Person acquired the shares upon automatic conversion of 3,062,743 shares of the Issuer's Non-Voting Series B Convertible Preferred Stock Reporting Person received on December 30, 2011 as compensation for services to the Issuer. The Non-Voting Series B Convertible Preferred Stock immediately converted into, on a 1 for 1 basis after giving effect to the a 1 for 700 reverse stock split of Issuer's outstanding common stock (the "Reverse Stock Split"), the Issuer's Common Stock upon the November 26, 2012 effective date of the Reverse Stock Split. Note, Issuer previously reported in error that Reporting Person owned 3,062,753 shares of the Non-voting Series B Convertible Preferred Stock. The correct number of shares should have been reported as 3,062,743. |
| 2. Shares are owned directly by subsidiaries of CD International Enterprises, Inc. as follows: China Direct Investments, Inc. 2,216,020 shares and Capital One Resources Co., Ltd. 846,723. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities. See Note 1 above regarding error in number of shares reported. |
| Remarks: |
| /s/ James (Yuejian), Wang | 03/06/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||