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Filing Details

Accession Number:: 0001140361-12-030847
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-06-21 18:38:48
Reporting Period:: 2011-06-30

Filing Date:: 2012-06-21
Accepted Time:: 2012-06-21 18:38:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1093903	Ziyang Ceramics Corp	ZYCI	Structural Clay Products (3250)	820326560

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1088787	Cd International Enterprises, Inc.	431 Fairway Drive Suite 200 Deerfield Beach FL 33441	No	No	Yes	No
1448788	China Direct Investments, Inc.	431 Fairway Drive, Suite 200 Deerfield Beach FL 33441	No	No	Yes	No
1471069	Capital One Resource Co., Ltd.	Room 804, Sino Centre, 582-592 Nathan Rd Hong Kong K3 852	No	No	Yes	No
1510149	Cdi Shanghai Management Co.,Ltd.	59 Maoming Rd. (S) W6351, Jinjiang Junling Mansion Shanghai F4 200020	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-01-06	2,367,245	$0.01	65,522,147	No	4	S	Indirect	See footnote
Common Stock	Acquisiton	2012-01-27	698,223	$0.00	862,028	No	4	C	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	3% Convertible Note	Acquisiton	2011-06-30	1,538,223	$0.00	1,538,223	$7.20
Common Stock	3% Convertible Note	Acquisiton	2012-01-27	1,538,223	$0.00	1,538,223	$7.20

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,538,223			No	4	J	Indirect
0	2012-01-27	2012-01-27	No	4	C	Direct

Footnotes

Shares are owned directly by subsidiaries of CD International Enterprises, Inc. as follows: China Direct Investments, Inc. 61,522,147 shares and CDI Shanghai Management Co. 4,000,000 shares. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities.
Reporting Person received a 3% Convertible Note in the principal amount of $11,075,206 (the "Convertible Note") as compensation under a June 13, 2011 consulting agreement with the Issuer that was payable upon completion of the Issuer's acquisition of China Ziyang Technology Co., Ltd. Of the 1,538,223 Issuer's shares issuable under the Convertible Note, after giving effect to the 400 for 1 reverse stock split completed on January 27, 2012, 840,000 shares are beneficially owned by a subcontractor to the Reporting Person who is an unrelated third party that provided services to the Reporting Person in connection with the acquisition of China Ziyang Technology. The Reporting Person disclaims beneficial ownership of the 840,000 shares beneficially owned by this contractor and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of any of these shares for purposes of Section 16 or any other purpose.
Shares are owned directly by subsidiaries of CD International Enterprises, Inc. as follows: China Direct Investments, Inc. 552,917 shares, CDI Shanghai Management Co. 10,000 shares and Capital One Resource Co, Ltd. 299,111 shares. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities. These share amounts give effect to the 400 for 1 reverse stock split completed on January 27, 2012.
Automatically convertible into shares of the Issuer's common stock upon the Issuer's completion of the 400 for 1 reverse stock split on January 27, 2012.
The Convertible Note is owned by Capital One Resources, Ltd. (33.3% interest) and China Direct Investments, Inc. (66.7% interest) which are subsidiaries of CD International Enterprises, Inc. CD International Enterprises, Inc. is an indirect beneficial owner of the reported securities.
All share amounts as of January 27, 2012 and later give effect to the 400 for 1 reverse stock split completed on January 27, 2012.