SEC Info - Halter Financial Investments LP - ‘SC 14F1’ on 12/19/05 re: Wonder Auto Technology, Inc

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Halter Financial Investments LP – ‘SC 14F1’ on 12/19/05 re: Wonder Auto Technology, Inc

On: Monday, 12/19/05, at 5:07pm ET · Accession #: 1010549-5-927 · File #: 5-79760

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/19/05  Halter Financial Investments LP   SC 14F1                1:19K  Wonder Auto Technology, Inc       Secs Transfer Corp/FA

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          7     37K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Executive Compensation
1	1st Page - Filing Submission
6	Executive Compensation

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 MGCC INVESTMENT STRATEGIES INC.
12890 Hilltop Road
 Argyle, Texas 76226
(972) 233-0300

 INFORMATION STATEMENT
 PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE
 ACT OF 1934 AND RULE 14f-1 THEREUNDER

INTRODUCTION

     This Information Statement is being mailed on or about December 19, 2005 to
the holders of record at the close of business on December 8, 2005 (the  "Record
Date") of common  stock,  par value $0.0001 per share  ("Common  Stock") of MGCC
Investment Strategies Inc., a Nevada corporation ("the Company"),  in connection
with the change of control  and  composition  of the Board of  Directors  of the
Company as  contemplated by the Stock Purchase  Agreement,  dated as of December
19, 2005 (the "Stock  Purchase  Agreement"),  by and  between  Halter  Financial
Investments,   L.P.  ("HFI")  and  Hisonic  International  Inc,  formerly  MYTOP
International  Inc.  ("Hisonic").  The  transactions  contemplated  by the Stock
Purchase Agreement were consummated on December 19, 2005.                       

     This Information  Statement is being furnished pursuant to Section 14(f) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and  Rule  14f-1
promulgated thereunder.  This Information Statement is being provided solely for
informational  purposes  and  not in  connection  with a vote  of the  Company's
stockholders.                                                                   

WE ARE NOT SOLICITING YOUR PROXY. NO VOTE OR OTHER ACTION BY THE
COMPANY'S SECURITYHOLDERS IS REQUIRED IN RESPONSE TO THIS INFORMATION STATEMENT.

 CHANGE OF CONTROL

     On December  19,  2005,  HFI and Hisonic  entered  into the Stock  Purchase
Agreement  pursuant to which HFI purchased from Hisonic 20,000,000 shares of the
Company's  common  stock  for  $300,000,  which  shares  represent  86.4% of the
Company's  issued and  outstanding  common capital stock. As of the Record Date,
the Company had 23,137,000 shares of Common Stock outstanding. Holders of shares
of Common  Stock are entitled to one vote per share on all matters for which the
stockholders  are entitled to vote. The signing of the Stock Purchase  Agreement
resulted in a change of control of the Company.                                 

     Upon  the  signing  of the  Stock  Purchase  Agreement,  Zhi Li and Ye Chen
resigned as members of the Board of Directors  and Rachel  (Pin) Kang  submitted
her resignation  upon the  effectiveness of the election of Timothy P. Halter to
the Board of Directors.  Mr. Halter's election will become effective on the 10th
day following the mailing of this  information  statement to the stockholders of
the Company.                                                                    

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         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                                

     The  following  table sets forth  certain  information  with respect to the                       
beneficial  ownership of the Company's equity securities  immediately before and                       
after  the  closing  of the  transactions  contemplated  by the  Stock  Purchase                       
Agreement by:                                                                                          

     o    each  stockholder  known by the Company to be the beneficial  owner of                       
          more  than 5% of the  Company's  outstanding  securities  prior  to or                       
          immediately after the closing of the transactions  contemplated by the                       
          Stock Exchange Agreement;                                                                    

     o    each  current  director  and each  person  that will become a director                       
          following the closing of the Stock Exchange Agreement;                                       

     o    each of the named  executive  officers  of the  Company  listed in the                       
          table under the caption "Executive Compensation";                                            

     o    all current directors and executive officers as a group; and                                 

     o    all directors and executive  officers as a group following the closing                       
          of the Share Exchange Agreement.                                                             

Unless otherwise  specified,  the address of each of the persons set forth below                       
is in care of the Company, 12890 Hilltop Road, Argyle, Texas 76226.                                    

                                          Before Closing of the Stock       After Closing of the Stock 
                                             Purchase Agreement (2)            Purchase Agreement (3)  
                                        Amount and                        Amount and                   
                                        Nature of      Percent of         Nature of          Percent of
Name and Address of Beneficial          Beneficial       Common           Beneficial           Common  
Owner (1)                               Ownership        Stock            Ownership            Stock   
------------------------------          ---------        -----            ---------            -----   
                                                                                                       
Halter Financial Investments, L.P.         0               0%             20,000,000           86.4%   
12890 Hill Top Road                                                                                    
Argyle, TX 76226                                                                                       

Timothy Halter (4)                         0               0%             20,000,000           86.4%   
12890 Hill Top Road                                                                                    
Argyle, TX 76226                                                                                       

David Brigante (5)                         0               0%             20,000,000           86.4%   
12890 Hill Top Road                                                                                    
Argyle, TX 76226                                                                                       

George Diamond (6)                         0               0%             20,000,000           86.4%   
12890 Hill Top Road                                                                                    
Argyle, TX 76226                                                                                       

Marat Rosenberg (7)                        0               0%             20,000,000           86.4%   
12890 Hill Top Road                                                                                    
Argyle, TX 76226                                                                                       

Halter Financial Investments GP            0               0%             20,000,000           86.4%   
LLC (8)                                                                                                
12890 Hill Top Road                                                                                    
Argyle, TX 76226                                                                                       

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                                    Before Closing of the Stock    After Closing of the Stock   
                                       Purchase Agreement (2)         Purchase Agreement (3)    
                                  Amount and                     Amount and                     
                                  Nature of      Percent of      Nature of          Percent of  
Name and Address of Beneficial    Beneficial       Common        Beneficial           Common    
Owner (1)                         Ownership        Stock         Ownership            Stock     
------------------------------    ---------        -----         ---------            -----     
                                                                                                
Zhi Li, Chairman (9)            10,250,000        44.3%             500,000            2.2%     
F11-2-3A,                                                                                       
Fenglinlushou,                                                                                  
Chaoyang District,                                                                              
Beijing, China                                                                                  

Ye Chen, Director &              4,100,000        17.7%             500,000            2.2%     
Treasurer. (9)                                                                                  
No. 8-5-301 Pinghu Rd,                                                                          
Nankai District                                                                                 
Tianjin, China                                                                                  

Hong Hu, (9)                     4,100,000        17.7%             500,000            2.2%     
8300 Greensboro                                                                                 
Drive, Suite 800,                                                                               
McLean, VA 22102                                                                                

Rachel (Pin) Kang,               3,050,000        13.2%           1,500,000            6.5%     
Director & President (9)(10)                                                                    
9998 Cyrandall Dr.                                                                              
Oakton, VA 22124                                                                                

Hisonic International           20,500,000        88.6%             500,000            2.2%     
Inc. (9)                                                                                        
8300 Greensboro                                                                                 
Drive, Suite 800,                                                                               
McLean, VA 22102                                                                                

Directors and Officers          21,500,000        92.9%          21,500,000           92.9%     
as a Group (11)                                                                                 

--------------------                                                                            

(1)  Beneficial  Ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment power with respect to securities.  Each of the beneficial owners
     listed above has direct  ownership of and sole voting power and  investment
power with respect to the shares of Company common stock.             

(2)  A total of 23,137,000  shares of Company  common stock are considered to be
     outstanding  pursuant to SEC Rule  13d-3(d)(1).  For each Beneficial  Owner
     above,  any options  exercisable  within 60 days have been  included in the
denominator.                                                          

(3)  Based  on  23,137,000  shares  of  the  Company's  Common  Stock  that  are
outstanding after the consummation of the Stock Purchase Agreement.   

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(4)  The shares are owned by Halter  Financial  Investments,  L.P. of which TPH,
     L.P. is a limited  partner of which TPH GP, LLC is the sole general partner
of which Timothy Halter is the sole member.                           

(5)  The  shares  are  owned by  Halter  Financial  Investments,  L.P.  of which
     Bellfield  Capital,  L.P. is a limited partner of which  Bellfield  Capital
     Management,  LLC is the sole general partner of which David Brigante is the
sole member.                                                          

(6)  The  shares  are  owned by  Halter  Financial  Investments,  L.P.  of which
     Colhurst  Capital L.P. is a limited  partner of which Colhurst  Capital GP,
     LLC is the sole general partner of which George Diamond is the sole member.

(7)  The  shares  are  owned by  Halter  Financial  Investments,  L.P.  of which
     Rivergreen  Capital,  LLC is a limited  partner of which Marat Rosenberg is
the sole member.                                                      

(8)  The shares are owned by Halter  Financial  Investments,  LP of which Halter
Financial Investments GP LLC is the sole general partner.             

(9)  Based on their ownership interests in Hisonic, which owns 500,000 shares of
common stock the Company.                                             

(10) The Company issued 1,000,000 shares of common stock to Rachel (Pin) Kang as
     compensation  for her  management of the Company from May 2004 to May 2005,
     and she has a  beneficial  ownership  interest  in the  500,000  shares  of
Company common stock held by Hisonic.                                 

(11) Consists of 3 persons prior to the closing of the Stock Purchase  Agreement
and 2 persons thereafter.                                             

 CHANGES TO THE BOARD OF DIRECTORS

     Upon  the  signing  of the  Stock  Purchase  Agreement,  Zhi Li and Ye Chen
resigned as members of the Board of Directors  and Rachel  (Pin) Kang  submitted
her resignation  upon the  effectiveness of the election of Timothy P. Halter to
the Board of Directors.  Mr. Halter's election will become effective on the 10th
day following the mailing of this  information  statement to the stockholders of
the Company.                                                                    

     To the best of the Company's knowledge,  except as set forth below, none of
the incoming  directors  is currently a director or holds any position  with the
Company or has been involved in any transactions  with the Company or any of its
directors, executive officers, affiliates or associates which are required to be
disclosed  pursuant to the rules and  regulations of the SEC. To the best of the
Company's  knowledge,  none of the  designees  has been  convicted in a criminal
proceeding,  excluding traffic violations or similar misdemeanors, or has been a
party to any judicial or  administrative  proceeding  during the past five years
that  resulted in a judgment,  decree or final order  enjoining  the person from
future  violations  of, or prohibiting  activities  subject to, federal or state
securities  laws, or a finding of any  violation of federal or state  securities
laws, except for matters that were dismissed without sanction or settlement.    

DIRECTORS AND EXECUTIVE OFFICERS

     The Board of  Directors  currently  consists of one sole  director  who was
elected for a term of one year and serves  until her  successor  is duly elected
and qualified or until the next annual  meeting of the  Company's  stockholders.
The current sole director of the Company has  submitted a letter of  resignation
that  will  become  effective  on the 10th day  following  the  mailing  of this
information statement to the Company's stockholders,  and has elected Timothy P.
Halter  to the  Board of  Directors  of the  Company,  such  election  to became
effective on the 10th day following the mailing of this information statement to
the Company's  stockholders.  At the closing of the transaction  contemplated by
the Stock  Purchase  Agreement,  the Board of Directors  also  appointed the new
executive officers as listed below.                                             

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     The names of the  current  officers  and  directors  of the Company and the
incoming directors and officers,  as well as certain  information about them are
set forth below:                                                                

Name                        Age              Position(s) with the Company       
----                        ---              ----------------------------       
Timothy Halter               39              Chief Executive Officer, President,
                                             Chief    Financial    Officer   and
                         Director (1)(2)
-------------------                                                             

(1)  Current officer as a result of the Stock Purchase Agreement.               
(2)  Incoming director,  effective on the 10th day following the mailing of this
information statement to the Company's stockholders.                  

Timothy P. Halter.  Since 1995,  Mr.  Halter has been the President and the sole
shareholder of Halter  Financial Group,  Inc., a Dallas,  Texas based consulting
firm  specializing in the area of mergers,  acquisitions and corporate  finance.
Mr. Halter currently serves as an officer and director of two public  companies:
DXP Enterprises,  Inc., a Texas corporation and Nevstar Gaming and Entertainment
Corp., a Nevada corporation.                                                    

 LEGAL PROCEEDINGS

     From time to time, the Company may become involved in various  lawsuits and
legal  proceedings  which arise in the  ordinary  course of  business.  However,
litigation is subject to inherent uncertainties,  and an adverse result in these
or other  matters  may  arise  from  time to time  that  may harm the  Company's
business.                                                                       

     The Company is not currently aware of any such legal  proceedings or claims
that it believes will have a material adverse affect on our business,  financial
condition or operating results.                                                 

     To the  Company's  knowledge,  no  director,  officer or  affiliate  of the
Company,  and no owner of record or  beneficial  owner of more than five percent
(5%) of the  securities of the Company,  or any associate of any such  director,
officer or security  holder is a party  adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.             

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the Company's  last fiscal year,  the former  majority  stockholder,
Raymond R. Cottrell, was reimbursed $11,447 for expenses which he paid on behalf
of the Company and which were recorded as liabilities at December 31, 2003.     

     On March 16, 2004, pursuant to the Stock Purchase Agreement,  Mr. Cottrell,
agreed to forgive the net  outstanding  indebtedness  due him from the  Company.
This debt forgiveness totaled $19,280 in the aggregate.                         

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     On  December 19, 2005,  Hisonic agreed to forgive  indebtedness owed by the                                            
Company in the amount of $30,000.                                                                                           

                   BOARD OF DIRECTORS' MEETINGS AND COMMITTEES                                                              

     The  Company  presently  does  not have an  audit  committee,  compensation                                            
committee or nominating committee.  The Company does not have an audit committee                                            
charter or a charter  governing the nominating  process as the management of the                                            
Company  believes that until this point it has been premature at the early stage                                            
of  the  Company's  management  and  business  development  to  form  an  audit,                                            
compensation or nominating committee. However, the new management of the Company                                            
may form an audit,  compensation and nominating  committee in the future.  Until                                            
these  committees are  established,  these decisions will continue to be made by                                            
the Board of Directors.  Although the Board of Directors has not established any                                            
minimum  qualifications  for director  candidates,  when  considering  potential                                            
director candidates,  the Board considers the candidate's  character,  judgment,                                            
skills and  experience  in the context of the needs of the Company and the Board                                            
of Directors.                                                                                                               

     The Company's  Board of Directors does not currently  provide a process for                                            
stockholders  to send  communications  to the Board of  Directors as the Company                                            
management  believes  that  until  this  point it has been  premature  given the                                            
limited  liquidity of the common stock of the Company to develop such processes.                                            
However,  the  new  management  of the  Company  may  establish  a  process  for                                            
stockholder communications in the future.                                                                                   

                             EXECUTIVE COMPENSATION                                                                         

     The following table shows all the compensation paid by the Company, as well                                            
as certain  other  compensation  paid or accrued,  during the fiscal years ended                                            
March 31, 2005 and 2004 to the Chairman and Company's Chief  Executive  Officer.                                            
No restricted stock awards,  long-term  incentive plan payouts or other types of                                            
compensation,  other than compensation  identified in the chart below, were paid                                            
to this executive officer during these fiscal years.                                                                        

                           Summary Compensation Table                                                                       

                                     Annual Compensation                           Long-Term Compensation                   
                                     -------------------                           ----------------------                   
                                                                             Awards                       Payouts           
                                                                             ------                       -------           
                                                    Other Annual    Restricted     Securities                               
Name and Principal      Year    Salary     Bonus    Compensation      Stock        Underlying       LTIP         All Other  
Position                 (1)     ($)        (2)          ($)        Awards ($)    Options/SARs      Payouts     Compensation
------------------      ----    ------     -----    ------------    ----------    ------------      -------     ------------
                                                                                                                            
Rachel Kang,                                                  --            --                                              
President and                                                                                                               
Secretary               2004        --        --                                            --           --        30,000(*)
                        2003        --        --              --            --              --           --               --
                        2002        --        --              --            --              --           --               --

     * In December 2004, the Company issued  1,000,000 shares of common stock to
Rachel Kang, President,  as compensation for her management from May 2004 to May
2005. These shares were valued at $0.03 per share for accounting purposes.      

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Compensation of Directors                                                       

Directors are not compensated for their services.                     

Bonuses and Deferred Compensation                                               

     The Company does not have any bonus,  deferred  compensation  or retirement
plan.  The  Company  does  not  have a  compensation  committee;  all  decisions
regarding compensation are determined by the Company's Board of Directors.      

Stock Option and Stock Appreciation Rights                                      

     The  Company  does  not  currently  have  a  Stock  Option  Plan  or  Stock
Appreciation  Rights Plan.  No stock options or stock  appreciation  rights were
awarded during the fiscal year ended March 31, 2005.                            

Employment   Contracts,   Termination   of  Employment  and  Change  of  Control
Arrangements                                                                    

     The Company has not entered into any  employment  contract  with any of its
executive officers.                                                             

     There are no compensatory  plans or arrangements,  including payments to be
received from us, with respect to any person named in cash  compensation set out
above which  would in any way result in  payments to any such person  because of
his resignation,  retirement,  or other termination of such person's  employment
with the Company or the Company's subsidiaries,  or any change in control of the
Company,  or a change in the  person's  responsibilities  following  a change of
control.                                                                        

 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Exchange  Act, as amended,  requires  the  Company's
directors  and  executive  officers,  and  persons  who own more than 10% of the
Company's equity  securities which are registered  pursuant to Section 12 of the
Exchange  Act, to file with the SEC initial  reports of ownership and reports of
changes in ownership of equity  securities of the Company.  Officers,  directors
and greater than 10% stockholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a)  reports they file.  During fiscal year
2004,  the  officers,  directors and 10%  stockholders  of the Company filed all
Section 16(a) reports they are required to file.                                

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 14F1’ Filing	Date	First	Last	Other Filings

Filed on:	12/19/05	1	6	3, 8-K
	12/8/05	1
	3/31/05	6	7	10QSB
	3/31/04	6		10QSB, 8-K
	3/16/04	5		3, 8-K
	12/31/03	5		10KSB
				List all Filings

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Filing Submission 0001010549-05-000927 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Halter Financial Investments LP – ‘SC 14F1’ on 12/19/05 re: Wonder Auto Technology, Inc

On: Monday, 12/19/05, at 5:07pm ET · Accession #: 1010549-5-927 · File #: 5-79760

Statement re: Change in Majority of Directors — Rule 14f-1Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement re: Change in Majority of Directors — Rule 14f-1
Filing Table of Contents