- Statement of Ownership (SC 13G)
23 October 2010 - 8:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
Energroup Holdings Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of
Class of Securities)
29266A 204
(CUSIP Number)
October 20, 2010
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
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SCHEDULE
13G
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CUSIP NO. 29266A 204
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Page 2 of 7
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1
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NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Pinnacle China
Fund, L.P., a Texas limited partnership
20-3358646
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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Common Stock equal
to less than 5%
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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Common Stock equal to less than 5%
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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Common
Stock equal to less than 5%
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 5%
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1
2
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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SCHEDULE
13G
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CUSIP NO. 29266A 204
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Page 3 of 7
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1
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NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The Pinnacle Fund,
L.P., a Texas limited partnership
75-2512784
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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Common Stock equal
to less than 5%
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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Common
Stock equal to less than 5%
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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Common
Stock equal to less than 5%
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 5%
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1
2
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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SCHEDULE
13G
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CUSIP NO. 29266A 204
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Page 4 of 7
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1
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NAMES OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Barry M. Kitt
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [X]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of
America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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Common Stock equal
to less than 5%
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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Common
Stock equal to less than 5%
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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Common
Stock equal to less than 5%
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 5%
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1
2
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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SCHEDULE
13G
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CUSIP NO. 29266A 204
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Page 5 of 7
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Item 1(a).
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Name of Issuer:
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Energroup Holdings Corporation (the "Issuer")
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Item 1(b).
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Address of Issuer’s Principal
Executive Offices:
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No. 9, Xin Yi Street, Ganjingzi District Dalian
City, Liaoning Province, PRC 116039
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Items 2(a),
(b) and (c).
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Name of Persons Filing
,
Address of
Principal Business Office and
Citizenship:
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This Amendment No. 1 to Schedule 13G is being
filed on behalf of Pinnacle China Fund, L.P. (“Pinnacle China”), The
Pinnacle Fund, L.P. (“Pinnacle”) and Barry M. Kitt, as joint filers
(collectively, the "Reporting Persons").
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The Reporting Persons have entered into a Joint
Filing Agreement, a copy of which is filed with this Amendment No. 1 to
Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have
agreed to file this Amendment No. 1 to Schedule 13G jointly in accordance
with the provisions of Rule 13d-1(k) of the Securities Exchange Act of
1934, as amended.
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The principal business office of the Reporting
Persons is 4965 Preston Park Blvd., Suite 240, Plano, TX 75093. For
citizenship, see Item 4 of each cover page.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001
per share (the "Common Stock")
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Item 2(e).
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CUSIP Number:
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29266A 204
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Item 3.
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Not applicable
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned
: Common Stock equal to
less than 5%
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(b)
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Percent of class
: Less than 5%
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(c)
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Number of shares to which such person
has
:
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(i)
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Sole power to vote or direct the vote: Common Stock equal
to less than 5%
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(ii)
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Shared power to vote or direct the vote:
0
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SCHEDULE
13G
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CUSIP NO. 29266A 204
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Page 6 of 7
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(iii)
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Sole power to dispose or to direct the disposition of:
Common Stock equal to less than 5%
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(iv)
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Shared power to dispose of or direct the disposition of:
0
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Item
5.
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Ownership of Five Percent or Less of a
Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting persons have
ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [X].
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Item
6.
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Ownership of More than Five Percent on
Behalf of Another Person.
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Not applicable
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Item
7.
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Identification and Classification of the
Subsidiary Which Acquired the
Security Being Reported By the Parent
Holding Company.
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Not applicable
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Item
8.
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Identification and Classification of Members
of the Group.
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Not applicable
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Item
9.
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Notice of Dissolution of a Group.
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Not applicable
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Item
10.
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Certification.
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By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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SCHEDULE
13G
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CUSIP NO. 29266A 204
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Page 7 of 7
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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.
Dated: October 22, 2010
PINNACLE CHINA FUND, L.P.
By: Pinnacle China Advisers, L.P., its
general partner
By: Pinnacle China Management, LLC, its general partner
By: Kitt China Management, LLC, its manager
By:
/s/ Barry M. Kitt
Barry M. Kitt, its manager
THE PINNACLE FUND, L.P.
By: Pinnacle Advisers, L.P., its
general partner
By: Pinnacle Fund Management, LLC, its general partner
By:
/s/ Barry M. Kitt
Barry
M. Kitt, its sole
member
/s/ Barry M. Kitt
Barry
M. Kitt
SCHEDULE 13G
CUSIP NO. 29266A 204
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including amendments thereto) with
respect to certain shares of Common Stock of Energroup Holdings Corporation and
further agree that this Joint Filing Agreement shall be included as an exhibit
to such joint filings.
The undersigned further agree that each party hereto is
responsible for the timely filing of such Schedule 13G and any amendments
thereto, and for the completeness and accuracy of the information concerning
such party contained therein; provided, however, that no party is responsible
for the completeness or accuracy of the information concerning any other party
making the filing, unless such party knows or has reason to believe that such
information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing
Agreement on October 22, 2010.
PINNACLE CHINA FUND, L.P.
By: Pinnacle China Advisers, L.P., its
general partner
By: Pinnacle China Management, LLC, its general partner
By: Kitt China Management, LLC, its manager
By:
/s/ Barry M. Kitt
Barry
M. Kitt, its manager
THE PINNACLE FUND, L.P.
By: Pinnacle Advisers, L.P., its
general partner
By: Pinnacle Fund Management, LLC, its general partner
By:
/s/ Barry M. Kitt
Barry
M. Kitt, its sole member
/s/ Barry M. Kitt
Barry
M. Kitt
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