UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Glas-Aire Industries Group Ltd.
(Name of Issuer)
Common Stock, $0.01 par value
----
(Title of Class of Securities)
376796 10 8
(CUSIP Number)
Henry F. Schlueter
Schlueter & Associates, P.C.
1050 Seventeenth Street, Suite 1700
Denver, Colorado 80265
Telephone: 303-292-3883
Fax: 303-296-8880
E-mail: [email protected]
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 16, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box /___/.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
<PAGE>
CUSIP No. 376796 10 8
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Edward Ting
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /X/
(b) /_/
- -
3 SEC USE ONLY
- -
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
0
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 0
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP No. 376796 10 8
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)
Viola Ting
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) /X/
(b) /_/
- -
3 SEC USE ONLY
- -
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
0
Number of
Shares 8 SHARED VOTING POWER
Beneficially 0
Owned by
Each 9 SOLE DISPOSITIVE POWER
Reporting 0
Person
with 10 SHARED DISPOSITlVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) /___/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules
and regulations thereunder, the Commission is authorized to solicit the
information required to be supplied by this schedule by certain security holders
of certain Issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because off the public nature of the information, the Commission can utilize it
for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for I. R.
S. identification numbers, may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
General Instructions
- --------------------
A. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring to
the text of the items. Answer every item. If an item is inapplicable or the
answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated
by reference in answer or partial answer to any item or sub-item of the
statement unless it would render such answer misleading, incomplete, unclear or
confusing. Material incorporated by reference shall be clearly identified in the
reference by page, paragraph, caption or otherwise. An express statement that
the specified matter is incorporated by reference shall be made at the
particular place in the statement where the information is required. A copy of
any information or a copy of the pertinent pages of a document containing such
information which is incorporated by reference shall be submitted with this
statement as an exhibit and shall be deemed to be filed with the Commission for
all purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6, inclusive,
shall be given with respect to (i) each partner of such general partnership;
(ii) each partner who is denominated as a general partner or who functions as a
general partner of such limited partnership; (iii) each member of such syndicate
or group; and (iv) each person controlling such partner or member. If the
statement is filed by a corporation or if a person referred to in (i), (ii),
(iii) or (iv) of this Instruction is a corporation, the information called for
by the above mentioned items shall be given with respect to (a) each executive
officer and director of such corporation; (b) each person controlling such
corporation; and (c) each executive officer and director of any corporation or
other person ultimately in control of such corporation.
Item 1. Security and Issuer
- ---------------------------
This statement relates to the Common Stock, $0.01 par value (the "Common
Stock"), of Glas-Aire Industries Group Ltd., a Nevada corporation, 37 Grandview
Highway, Vancouver, B.C., Canada V5M 2E9.
<PAGE>
Item 2. Identity and Background
- -------------------------------
(a) This statement on Schedule 13D is filed by the following:
Edward Ting, a natural person
Viola Ting, a natural person
(b) The residence address of Edward and Viola Ting is 21045 Comer Drive,
Saratoga, California 95070.
(c) Edward Ting is President of Electrocon International Inc., a limited
liability International Business Company formed under the laws of the
British Virgin Islands.
Viola Ting is a housewife.
(d) and (e) During the last five years, neither Edward Ting nor Viola Ting has
been (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) 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.
(f) Citizenship. Edward Ting is a citizen of the United States of America.
Viola Ting is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
- ---------------------------------------------------------
Not Applicable
Item 4. Purpose of Transaction
- ------------------------------
Edward Ting and Viola Ting have divested themselves of any ownership in
Glas-Aire Industries Group Ltd.
Depending upon market conditions and other factors that they may deem
material, Edward or Viola Ting may purchase additional shares of Common Stock or
related securities in open market or privately negotiated transactions or
otherwise.
In conjunction with the sale of the Common Stock, Edward Ting and Clement
Cheung resigned from the board of directors of Glas-Aire Industries Group Ltd.
and Messrs. William R. Ponsoldt, Sr. and Marc H. Baldinger were elected to fill
the vacancies created by their resignations.
<PAGE>
Item 5. Interest in Securities of the Issuer
- --------------------------------------------
(a) As a result of the sale of 513,915 shares of Common Stock of Glas-Aire
Industries Group Ltd., neither Edward nor Viola Ting owns any shares of
that company.
(b) Edward and Viola Ting do not have sole or shared power to vote or direct
the vote of, or to dispose or direct the disposition of, any shares of
Common Stock of Glas-Aire Industries Group Ltd.
(c) The following transactions were effected by the persons listed in paragraph
(a) above within the past sixty (60) days:
Edward Ting sold 375,186 shares of Glas-Aire Industries Group Ltd. Common
Stock on April 16, 1999, for an aggregate consideration of $1,360,092, or
$3.625 per share, in a private transaction.
Viola Ting sold 138,729 shares of Glas-Aire Industries Group Ltd. Common
Stock on April 16, 1999, for an aggregate consideration of $502,908, or
$3.625 per share, in a private transaction.
(d) Not Applicable
(e) Edward Ting and Viola Ting ceased to be the beneficial owners of more than
five percent of the outstanding shares of Common Stock of Glas-Aire
Industries Group Ltd. as of April 16, 1999.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
- --------------------------------------------------------------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons filing this statement on Schedule 13D or
between such persons and any other person with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies, except as follows:
An aggregate of 200,000 of the 513,915 shares of Glas-Aire Industries Group
Ltd. sold by Edward and Viola Ting have been pledged to Edward Ting as security
for the repayment of a promissory note in the principal amount of $650,000
issued by the purchaser of the 513,915 shares in partial payment for the shares.
<PAGE>
Item 7. Material to Be Filed as Exhibits
- ----------------------------------------
Exhibit A--Joint Filing Agreement
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: April 26,1999
Signature:
/s/ Edward Ting
-----------------------------
Edward Ting
/s/ Viola Ting
-----------------------------
Viola Ting
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Glas-Aire Industries Group, Ltd., dated April 26,
1999, is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended.
Dated as of: April 26, 1999
Signature:
-----------------------------
Edward Ting
-----------------------------
Viola Ting
