SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No.)
Boundless
Corporation
(Name
of
Issuer)
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Common
Stock, $0.01 par value
(Title
of
Class of Securities)
————————————————
(CUSIP
NUMBER)
Oscar
L.
Smith
14649
West 95th
Street
(913)-438-7190
With
a
copy to
Joseph
Cannella, Esq., Eaton & Van Winkle LLP
(212)
779-9910
————————————————
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(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(e), 13d-1(f) or 13d-1(g), check the following
box
o.
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties
to
whom copies are sent.
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*
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.
SCHEDULE
13D
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(1)
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Name of Reporting Person;
S.S.
or I.R.S. Identification No. of Above Person
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Oscar
L. Smith
I.D.
No.: 515-32-0587
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(2)
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Check the Appropriate Box if a Member
of a Group |
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(a)
x
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(b)
o
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(3)
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SEC Use Only |
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(4)
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Source of Funds: AF |
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e) o
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(6)
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Citizenship or Place of Organization:
Kansas |
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NUMBER |
(7) Sole
Voting Power: 2,040,000 |
OF |
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SHARES |
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BENEFICIALLY |
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(8) Shared Voting Power:
2,040,000 |
OWNED
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BY |
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EACH |
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(9) Sole Dispositive
Power: 2,040,000 |
REPORTING |
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PERSON |
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WITH |
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(10) Shared
Dispositive Power: 2,040,000 |
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
2,040,000
shares of common stock.
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(12)
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Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
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(13)
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Percent of Class Represented by
Amount In Row
11: 5.1% ** |
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(14)
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Type of Reporting Person:
IN |
______________________
** Based
upon 40,000,000 shares of the Issuer’s Common Stock outstanding as of December
15, 2006.
SCHEDULE
13D
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(1)
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Name of Reporting Person;
S.S.
or I.R.S. Identification No. of Above Person
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Vision
Technologies
I.D.
No.: 20-5357365
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(2)
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Check the Appropriate Box if
a Member
of a Group |
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(a)
x
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(b)
o
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(3)
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SEC Use Only |
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(4)
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Source of Funds: WC, BK |
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(5)
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Check
if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or
2(e) o
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(6)
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Citizenship or Place of Organization:
Kansas |
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NUMBER |
(7) Sole
Voting Power: None |
OF |
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SHARES |
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BENEFICIALLY |
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(8) Shared Voting Power:
2,040,000 |
OWNED
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BY |
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EACH |
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(9) Sole
Dispositive Power: None |
REPORTING |
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PERSON |
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WITH |
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(10) Shared
Dispositive Power: 2,040,000 |
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(11)
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
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(12)
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Check
if the Aggregate Amount in Row 11 Excludes Certain Shares
(See
Instructions) o
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(13)
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Percent of Class Represented
by Amount In Row
11: 5.1% ** |
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(14)
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Type of Reporting Person:
CO |
______________________
** Based
upon 40,000,000 shares of the Issuer’s Common Stock outstanding as of December
15, 2006.
Item
1.
Security
and Issuer.
This
statement relates to the common stock, $.01 par value ("Common Stock"),
of Boundless Corporation, a Delaware corporation (the "Company"), with its
principal executive offices at No. 1-3 South-hanyang Street, Longtan Development
Area, Jilin City, the People’s Republic of China.
.
Item
2. Identity
and Background.
(a) This
statement is filed by (i) Oscar L. Smith, and (ii) Vision Technologies, Inc.,
a
Kansas Corporation of which Mr. Smith is Chief Executive Officer (“VTI”, and
together with Mr. Smith, the “Smith Reporting Persons”). All Boundless
Corporation common stock beneficially owned by Mr. Smith is owned through
VTI.
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(b)
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The
business address and principal place of business for Mr. Smith
and VTI is
14649 West 95th
Street, Lenexa, Kansas 66215.
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(c)
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Mr.
Smith is the majority Shareholder and CEO of VTI as well as another
Company which imports and assembles computer equipment. VTI’s only
business to date is holding the securities of the
Company.
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(d)
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Neither
of the Smith Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
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(e)
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Neither
of the Smith Reporting Persons has, during the last five years,
been 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.
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(f)
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Mr.
Smith is a citizen of the United
States.
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Item
3. Source
and Amount of Funds.
On
May
30, 2006, the United States Bankruptcy Court for the Eastern District of
New
York, Central Islip (the "Bankruptcy Court") entered an order confirming
the
plan of reorganization (the “Plan”) of the Company and three of its
subsidiaries, Boundless Technologies, Inc., ("Technologies"), Boundless
Manufacturing Services, Inc. (“Manufacturing”) and Boundless Acquisition Corp.
(a non-operating subsidiary) (collectively, the "Debtors"). On June 9, 2006
the
order confirming the plan of reorganization became effective.
On
the
Effective Date of the Plan, the Company was authorized to issue one hundred
million (100,000,000) shares of common stock, $.01 par value (the “Common
Stock") of which 4,000,000 shares were issued.. Under the Plan, each holder
of
allowed unsecured claims against the Company received a pro rata portion
of
1,960,000 shares of the Company’s Common Stock, which shares were issued under
Section 1145 of the Bankruptcy Code. VTI received 2,040,000 shares of the
Company’s outstanding Common Stock, which shares were also issued under Section
1145 of the Bankruptcy Code, in consideration for providing debtor-in-possession
financing to the Company during the bankruptcy proceeding. Security Bank
of
Kansas City holds the outstanding capital stock of VTI as collateral for
repayment of certain loans to a company affiliated with Mr. Smith.
Item
4. Purpose
of Transaction.
The
Smith
Reporting Persons have decided it to be in their business interests to
participate in the Company’s bankruptcy as described in item 3 hereto and to
receive the Company’s Common Stock and certain other assets it received under
the Plan.
None
of
the Smith Reporting Persons has any present plans or proposals which would
relate to or result in any of the events or actions described in subparagraphs
(a) through (j) of this Item 4.
Nothing
set forth above should be interpreted to preclude the Smith Reporting Persons
from making any plans or proposals which would relate to or result in any
of the
events or actions described in subparagraphs (a) through (j) of this Item
4, if
such plans or proposals become warranted in the business judgment of
same.
Item
5. Interest
in Securities of the Company.
Mr.
Smith, entirely through VTI, beneficially owns 2,040,000 shares of Common
Stock
(approximately 5.1% of the outstanding). Mr. Smith is the majority shareholder
and CEO of VTI and has sole power to vote and dispose of the Shares of the
Company’s Common Stock acquired and beneficially owned by VTI.
Other
than the transactions described above, none of the Smith Reporting Persons
has
effected any transaction involving Boundless Corporation’s Securities within the
preceding sixty (60) days.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the
Company.
Item
7. Material
to be filed as Exhibits
Exhibit
E
- Joint filing Agreement, dated as of December 26, 2006, by and among Oscar
L.
Smith and Vision Technology, Inc.
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.
December
26,
2006
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VISION
TECHNOLOGIES, INC.
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By:
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/s/
Oscar L. Smith
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Oscar
L. Smith
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CEO
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/s/
Oscar L. Smith
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Oscar
L. Smith (individually)
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JOINT
FILING AGREEMENT
Oscar
L.
Smith and Vision Technologies, Inc., each hereby agrees to, in accordance
with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, that
the
Schedule 13D filed herewith, and any amendment thereto, relating to the shares
of common stock, $0.01 per value per share, of Boundless, are, and will be,
filed jointly on behalf of such person. This agreement may be executed in
two or
more counterparts, each of which shall be deemed an original, but all of
which
together shall constitute one and the same instrument.
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VISION
TECHNOLOGIES, INC.
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By:
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/s/
Oscar L. Smith
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Oscar
L. Smith
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CEO
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/s/
Oscar L. Smith
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Oscar
L. Smith (individually)
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