- Initial Statement of Beneficial Ownership (3)
May 04 2012 - 7:28AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Nicestar International Ltd
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/21/2012
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3. Issuer Name
and
Ticker or Trading Symbol
HQ Global Education Inc. [HQGE]
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(Last)
(First)
(Middle)
2ND FLOOR, ABBOTT BUILDING,, ROAD TOWN
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
TORTOLA, D8 00000
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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3000000
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D
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Common Stock
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11348500
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I
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By Global Polytechnic Education Group Limited
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to a share contribution and purchase agreement dated April 21, 2012 with certain shareholders of the Issuer, Global Polytechnic Education Group Limited acquired 4,976,000 shares of the Issuer on April 23, 2012, and obtained the right to acquire additional 4,335,500 shares of the Issuer subject to satisfaction of certain conditions. Pursuant to share transfer agreements dated April 23, 2012 with certain shareholders of the Issuer, Global Polytechnic Education Group Limited acquired an additional 2,037,000 shares of the Issuer on April 23, 2012. Nicestar International Limited is the sole shareholder of Global Polytechnic Education Group Limited. Nicestar International Limited expressly disclaims beneficial ownership of securities held by Global Polytechnic Education Group Limited except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Nicestar International Ltd
2ND FLOOR, ABBOTT BUILDING,
ROAD TOWN
TORTOLA, D8 00000
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X
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Signatures
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/s/ Guangwen He, Sole Director of Nicestar International Limited
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5/4/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who 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.
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