| CUSIP No. 29078X103 |
|
Page 1 of 10 Pages
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
|
Emazing
Interactive, Inc.
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|
(Name
of Issuer)
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Common
Stock, $0.001 par value per share
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(Title
of Class of Securities)
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29078X103
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(CUSIP
Number)
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|
Mitchell
S. Nussbaum, Esq.
|
|
Loeb
& Loeb LLP
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|
345
Park Avenue
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New
York, New York 10154
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(212)
407-4159
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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June
26, 2009
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(Date
of Event Which Requires Filing of This
Statement)
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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.
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).
(Continued
on following pages)
(Page 1
of 10 Pages)
| CUSIP No. 29078X103 |
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Page 2 of 10 Pages
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1
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NAME
OF REPORTING PERSONS
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|
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RISE
KING INVESTMENTS LIMITED
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
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(a)
o
|
||
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(b)
o
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||
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3
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SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
|
|
|
OO
|
||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
|
o
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||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
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BRITISH
VIRGIN ISLANDS
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|
7
|
SOLE
VOTING POWER
|
|
|
47.13%
|
||
|
NUMBER
OF
|
8
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SHARED
VOTING POWER
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|
SHARES
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||
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BENEFICIALLY
|
-0-
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OWNED
BY
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9
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SOLE
DISPOSITIVE POWER
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EACH
REPORTING
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||
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PERSON
WITH
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47.13%
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|
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10
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SHARED
DISPOSITIVE POWER
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-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,434,940
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||
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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|
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o
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||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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47.13%
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||
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14
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TYPE
OF REPORTING PERSON*
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|
|
CO
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| CUSIP No. 29078X103 |
|
Page 3 of 10 Pages
|
|
1
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NAME
OF REPORTING PERSONS
|
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HANDONG
CHENG
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||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
o
|
||
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(b)
o
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||
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3
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SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
|
|
|
OO
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||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
|
o
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||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
PEOPLE’S
REPUBLIC OF CHINA
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|
7
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SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
|
SHARES
|
||
|
BENEFICIALLY
|
47.13%
|
|
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
|
EACH
REPORTING
|
||
|
PERSON
WITH
|
-0-
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
-0-
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
7,434,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
47.13%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
|
|
|
IN
|
| CUSIP No. 29078X103 |
|
Page 4 of 10 Pages
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1
|
NAME
OF REPORTING PERSONS
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XUANFU
LIU
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
o
|
||
|
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
|
|
|
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
PEOPLE’S
REPUBLIC OF CHINA
|
|
7
|
SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
|
SHARES
|
||
|
BENEFICIALLY
|
47.13%
|
|
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
|
EACH
REPORTING
|
||
|
PERSON
WITH
|
-0-
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
-0-
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
7,434,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
47.13%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
|
|
|
IN
|
| CUSIP No. 29078X103 |
|
Page 5 of 10 Pages
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|
1
|
NAME
OF REPORTING PERSONS
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LI
SUN
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||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)
o
|
||
|
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
|
|
4
|
SOURCE
OF FUNDS*
|
|
|
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
PEOPLE’S
REPUBLIC OF CHINA
|
|
7
|
SOLE
VOTING POWER
|
|
|
-0-
|
||
|
NUMBER
OF
|
8
|
SHARED
VOTING POWER
|
|
SHARES
|
||
|
BENEFICIALLY
|
47.13%
|
|
|
OWNED
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
|
EACH
REPORTING
|
||
|
PERSON
WITH
|
-0-
|
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
|
-0-
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
7,434,940
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
|
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
47.13%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
|
|
|
IN
|
| CUSIP No. 29078X103 |
|
Page 6 of 10 Pages
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Item
1.
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Security
and Issuer.
|
This statement relates to the common
stock, par value $0.001 per share (“Common Stock”), of Emazing Interactive,
Inc., a Nevada corporation (the “Issuer”). The address of the
Issuer's principal executive offices is No. 3 Min Zhuang Road, Building 6, Yu
Quan Hui Gu Tuspark, Haidian District, Beijing, People’s Republic of China
100195.
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Item
2.
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Identity
and Background.
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(a),
(f)
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This
Schedule 13D is filed by (i) Rise King Investments Limited, a corporation
organized under the jurisdiction of the British Virgin Islands (“Rise
King”); (ii) Handong Cheng, a citizen of the People’s Republic of China,
(ii) Xuanfu Liu, a citizen of the People’s Republic of China, and (iii) Li
Sun, a citizen of the People’s Republic of China (collectively, the
“Reporting Persons”).
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(b)
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The
business address of Rise King is P.O. Box 957, Offshore Incorporations
Center, Road Town, Tortola, British Virgin Islands. The
business address of each of Mr. Cheng, Mr. Liu and Ms Sun is China Net
Online Media Group Limited (“China Net”), No. 3 Min Zhuang Road, Building
6, Yu Quan Hui Gu, Tuspark, Haidian District, Beijing, People’s Republic
of China.
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(c)
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Rise
King is in the business of acting as an investment holding
company. The principal occupation of Mr. Cheng is President and
Chief Executive Officer, Emazing Interactive, Inc. The
principal occupation of Mr. Liu is Chief Operating Officer, Emazing
Interactive, Inc. The principal occupation of Ms. Sun is acting as a
business account manager of China Net. Messrs. Cheng and Li and
Ms. Sun are also the directors of Rise
King.
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(d)
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During
the past five years, none of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors).
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(e)
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During
the past five years, none of the Reporting Persons has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, 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.
|
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Item
3.
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Source
and Amount of Funds and Other
Consideration.
|
On June 26, 2009, Rise King entered into
a Share Exchange Agreement (the “Exchange Agreement”) with the Issuer, China Net
Online Media Group Limited (“China Net”) and the other shareholders of China Net
signatory thereto. Pursuant to the Exchange Agreement, Rise King and
the other China Net shareholders signatory to the Exchange Agreement
(collectively, the “China Net Shareholders”) transferred to the Issuer in the
aggregate 10,000 shares of China Net (comprising 100% of the issued and
outstanding shares of China Net) in exchange for 13,790,800 shares of Common
Stock (comprising 87.43% of the issued and outstanding Common
Stock). As result of the exchange under the Exchange Agreement (the
“Share Exchange”), China Net became a wholly-owned subsidiary of the
Issuer. Under the Share Exchange, Rise King transferred 5,500 shares
of China Net (comprising 55% of the issued and outstanding shares of China Net)
to the Issuer in exchange for 7,434,940 shares of Common Stock (comprising 47.13% of the issued and
outstanding Common Stock).
| CUSIP No. 29078X103 |
|
Page 7 of 10 Pages
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Item
4.
|
Purpose
of Transaction.
|
The
purpose of the Share Exchange was for the China Net Shareholders to acquire an
87.43% direct equity interest in the Issuer, and for the Issuer to acquire 100%
the common stock of China Net.
The
Reporting Persons do not have any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Issuer or of any of its
subsidiaries; (d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer’s
business or corporate structure; (g) changes in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any other person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Act; or (j) any similar action to those enumerated
above.
The
Reporting Persons may in the future directly acquire shares of Common Stock in
open market or private transactions, block purchases or
otherwise. The Reporting Persons may continue to hold or dispose of
all or some of the securities reported herein from time to time, in each case in
open market transactions, block purchases or otherwise.
The
Reporting Persons may, at any time and from time to time, review or reconsider
their position and formulate plans or proposals with respect thereto, but have
no intention of doing so as of the date hereof.
|
Item
5.
|
Interest
in Securities of the Company.
|
(a) Rise
King beneficially owns an aggregate of 7,434,940 shares of Common Stock,
representing approximately 47.13% of the total issued and outstanding shares of
Common Stock (based on 15,774,300 shares of Common Stock issued and outstanding
after the Share Exchange) (the “Subject Shares”). Messrs. Cheng and
Liu and Ms. Sun (collectively, the “PRC Persons”) may also be deemed to have
beneficial ownership over the Rise King Shares as a result of the authority
granted to them by Rise King under the Entrustment Agreement (as described and
defined below in Item 6). The PRC Persons disclaim such beneficial
ownership, and the filing of this Schedule 13D shall not be deemed to be an
admission that the PRC Persons are beneficial owners of the Subject
Shares.
(b) Rise
King has sole voting and dispositive power over the Subject
Shares. The PRC Persons may be deemed to share voting power over the
Subject Shares as a result of the authority granted to them by Rise King under
the Entrustment Agreement (see Item 6 below).
(c) Other
than the acquisition of the Rise King Shares as reported on this Schedule 13D,
none of the Reporting Persons has effected any transactions in the Common Stock
during the past 60 days.
(d) To
the knowledge of the Reporting Persons, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Subject Shares.
(e) Not
applicable.
| CUSIP No. 29078X103 |
|
Page 8 of 10 Pages
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Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
In
accordance with an Entrustment Agreement, dated June 5, 2009 (the “Entrustment
Agreement”), by and between Rise King and the PRC Persons, Rise King delegated
to the PRC Persons its direct and indirect rights as a stockholder of China Net
and its subsidiaries (the “Covered Companies”), including the direct or indirect
right to vote any equity interest in the Covered Companies, or to designate the
management of such companies. The authority under the Entrustment
Agreement may be deemed to include the right to vote the Subject Shares on
behalf of Rise King to the extent such a vote is necessary to exercise the
rights and authority of the PRC Persons at the level of the Covered Companies
under the Entrustment Agreement. The PRC Persons disclaim such
beneficial ownership, and the filing of this Schedule 13D shall not be deemed to
be an admission that the PRC Persons are beneficial owners of the Subject
Shares.
Except as
disclosed herein, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the
Issuer.
|
Item
7.
|
Materials
to be Filed as Exhibits.
|
|
1.
|
Joint
Filing Agreement, dated as of July 6, 2009 among the Reporting Persons,
pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934, as
amended.
|
|
2.
|
Share Exchange Agreement dated
June 26, 2009 among the Issuer, China Net, Rise King Investments Limited
and the other shareholders of China Net signatory thereto (incorporated by
reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed
on July 2, 2009).
|
|
3.
|
Entrustment
Agreement, dated June 5, 2009 by and between Rise King Investments
Limited, Handong Cheng, Xuanfu Liu and Li Sun (incorporated by reference to
Exhibit 10.21 of the Issuer’s Current Report on Form 8-K filed on July 2,
2009).
|
| CUSIP No. 29078X103 |
|
Page 9 of 10 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated: July
6, 2009
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RISE
KING INVESTMENTS LIMITED
|
|||
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By:
|
/s/ Handong Cheng | ||
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Name: Handong
Cheng
|
|||
|
Title: Director
|
|||
|
/s/ Handong
Cheng
|
|||
|
Handong
Cheng
|
|||
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/s/ Xuanfu
Liu
|
|||
|
Xuanfu
Liu
|
|||
|
/s/ Li
Sun
|
|||
|
Li
Sun
|
|||
| CUSIP No. 29078X103 |
|
Page 10 of 10 Pages
|
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13D (including amendments thereto) with respect
to the common stock of Emazing Interactive, Inc. and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed this
Joint Filing Agreement this 6th day of
July, 2009.
| RISE KING INVESTMENTS LIMITED | |||||
| By: |
/s/
Handong Cheng
|
||||
|
Name:
Handong Cheng
|
|||||
|
Title: Director
|
|||||
|
/s/
Handong Cheng
|
|||||
|
Handong
Cheng
|
|||||
|
|
|||||
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/s/ Xuanfu
Liu
|
|||||
|
Xuanfu
Liu
|
|||||
|
|
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/s/ Li
Sun
|
|||||
|
Li
Sun
|
|||||
|
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