SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No: 0)*
Avani International Group, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title class of Securities)
05348F 10 6
(Cusip Number)
Windy Lam #328-17 Fawcett Road, Coquitlam, British Columbia, Canada
V3K 6V2 (604) 525-2386
(Name, Address and Telephone Number of Person to Receive
Notices and Communication)
June 10, 1999
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following [ ].
*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 disclosure provided in a prior page.
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CUSIP No: 05348F 10 6
1) Name of Reporting Persons SS or IRS Nos. of above Persons:
Ngai Sou Chang
12/28 Claude Street
Chatswood, New South Wales 2067
Australia
2) Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [X]
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): N/A
6) Citizenship or Place of Organization: Malaysian
Number of Shares 7) Sole Voting Power: 7,000,000
Beneficially 8) Shared Voting Power: None
Owned by Each 9) Sole Dispositive Power: 7,000,000 Reporting Person
with 10) Shared Dispositive Power: None
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 7,000,000
12) Check if the Aggregate Amount in Row 11 Excludes Certain Shares: N/A
13) Percent of Class Represented by Amount in Row 11: 29.49%
14) Type of Reporting Person: IN
SCHEDULE 13D
Item 1. Security and Issuer.
Common Stock, $.0001
Avani International Group, Inc.
#328-17 Fawcett Road
Coquitlam, BC
Canada V3K 6V2
Item 2. Identity and Background.
(a) Ngai Sou Chang
(d) No (b) 12/28 Claude Street
(e) No
Chatswood, New South Wales 2067 (f) Malaysian Australia
(c) Managing Director and Owner
Panthon Pty. Ltd.
Level 10
34 Hunter Street
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Sydney, NSW 2000
Australia
Item 3. Source and Amount of Funds or Other
Consideration.
On June 10, 1999, the reporting person acquired from the issuer
3,500,000 shares of common stock and 3,500,000 common stock warrants
for a total cash consideration of $700,000. Each common stock warrant
enables the holder to purchase one share of common stock of the issuer.
The warrants are exercisable at $0.20 per share if before July 1, 2000,
at $0.25 per share if before July 1, 2001, and $0.30 per share, if
before July 1, 2002. Personal funds of the reporting person were used
to acquire the described securities of the issurer.
Item 4. Purpose of Transaction.
To acquire for investment purposes 3,500,000 and 3,500,000 common
stock warrants.
Item 5. Interest in Securities of Issuer.
On June 10, 1999, the reporting person acquired from the issuer
3,500,000 shares of common stock and 3,500,000 common stock warrants
of the issuer. The reporting person has the sole power to vote or to
direct the voting of these shares. Moreover, as of December 31, 1999,
these shares represent 29.49% of the total issued and outstanding common
stock of the issuer.
Other than as described herein, no other transactions were effected by
The reporting person in the past sixty days. Moreover, other than as
described herein, no other person is known to have the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
common stock and common stock warrants as described herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of Issuer.
None, other than as described herein.
Item 7. Material To Be Filed as Exhibits.
The agreements relating the to acquisition of control disclosed herein
are incorporated by reference to the Company Form 10-QSB for the period
ended June 30, 1999, specifically Exhibits 10(xvi) and 10(xvii) thereto.
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.
Signature Date: April 7, 2000
/s/ Ngai Sou Chnag
Ngai Sou Chang
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