UNITED STATES
GOLD HORSE
INTERNATIONAL, INC. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
38060U209
|
(CUSIP
Number) |
Michael Koza,
1361 Rowena Way, Sacramento, California 95864 |
(916)
718-7852 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications) |
October
4, 2012 |
(Date
of Event which Requires Filing of this
Statement) |
CUSIP No. 38060U209 | SCHEDULE 13D | Page 2 of 5 Pages |
1 |
NAME
OF REPORTING PERSONS
Michael
W. Koza
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
3 |
SEC
USE ONLY |
4 |
SOURCE
OF FUNDS
PF |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
277,970 |
8 |
SHARED
VOTING POWER
0 | |
9 |
SOLE
DISPOSITIVE POWER
277,970 | |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,970 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7% (1) |
14 |
TYPE
OF REPORTING PERSON
IN |
Page 3 of 5 Pages |
Item
4. |
Purpose
of Transaction. |
|
1. |
The failure of the Issuer to file its fiscal year 2012 Form 10-K or Form NT 10-K by the September 28, 2012 reporting deadline; |
|
2. |
The Issuer's attorney's response to an email from the Reporting Person on October 2, 2012, which indicated that he has not had contact with the Issuer for several months;
|
|
3. |
The lack of response of the Issuer to the SEC follow-up letter dated May 7, 2012, according to documents posted on EDGAR (SEC website); |
|
4. |
The Reporting Person's telephone conversation on October 4, 2012 with Richard (Xiaodong) Li, the Chief Financial Officer of the Issuer for the 2012 fiscal year. In this conversation, Mr. Li indicated that he believed that the Issuer would make no further SEC filings due to the expenses of U.S. listing and the lack of any tangible benefit for the Issuer, including access to funding from U.S. capital markets. Mr. Li indicated that many other Chinese companies were pursuing a similar course of action. Mr. Li also indicated that his employment agreement with the Issuer expired on June 30, 2012, and that to his knowledge this agreement was not renewed. Mr. Li indicated his belief that the Issuer would no longer pay for, and probably did not currently have, a Chief Financial Officer. An email received from Mr. Li shortly following this conversation reiterated his conclusion that his employment agreement had expired, and also indicated that he had not received full payment of his salary from the Issuer for the fourth fiscal quarter of 2012, and that the Issuer had not sent him financial information for months. |
|
1. |
Offering to pay all or part of the expenses (including back pay) of continued U.S. listing, including the re-hiring of Mr. Li (the fiscal year 2012 Chief Financial Officer) or an alternate Chief Financial Officer to be agreed upon;
|
|
2. |
Encouraging the Issuer to make a tender offer for all outstanding shares;
|
|
3. |
Assisting the Issuer in voluntarily deregistering its common stock, and arranging for the dissemination of periodic financial information to shareholders of the Issuer, in a simple format agreeable to the Issuer and shareholders. This outcome would be acceptable only if the SEC did not deny voluntary deregistration; |
|
4. |
Entering into negotiations with China-based shareholders of the Issuer to sell to these shareholders the shares owned by the Reporting Person. According to a Form 10-K filed by the Issuer on October 6, 2008, 36 individuals residing in China purchased 55,481 shares (split-adjusted) from the Issuer for $2,219,252 in 2007. The purchase price was $40 per share (split-adjusted). Although the reported book value per share of the Issuer has roughly doubled from December 31, 2007 to March 31, 2012, according to SEC filings, the Reporting Person would be willing to sell his shares to China-based shareholders at a significant discount to the amounts paid per share by these China-based shareholders in 2007. The Reporting Person believes that many of the China-based shareholders of the Issuer are employees of the Jin Ma Companies, which are controlled by the Issuer through contractual agreements; |
|
5. |
Assisting the Issuer in unwinding its variable-interest entity structure. |
Page 4 of 5 Pages |
|
a. |
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its
subsidiaries; |
|
b. |
a
sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries; |
|
c. |
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; |
|
d. |
any
material change in the present capitalization or dividend policy of the
Issuer, except as indicated in this Item 4; |
|
e. |
any
other material change in the Issuer's business or corporate
structure, except as indicated in this Item 4; |
|
f. |
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; |
|
g. |
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; |
|
h. |
a
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Act (as qualified below);
or |
|
i. |
any
action similar to those enumerated
above. |
Page 5 of 5 Pages |
October
9, 2012 |
Michael
Koza |
By: /s/ Michael Koza | |
Name: Michael
Koza |