SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
CHINA NATURAL GAS, INC.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.0001 per share
________________________________________________________________________________
(Title of Class of Securities)
168910 10 7
________________________________________________________________________________
(CUSIP Number)
Mr. Chen Bo
Bodisen Biotech, Inc.
North Part of Xinquia Road, Yang Ling Agricultural
High-Tech Industries Demonstration Zone, Yang Ling, People's
Republic of China 712100
86-29-87074957
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2005
________________________________________________________________________________
(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
?.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
________________________________________________________________________________
CUSIP No. 222891 10 3 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Yangling Bodisen Biotech Development Co., Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
n/a
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d) or
2(e) |_|
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
China
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF SHARES 515,942 shares of common stock.
_________________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_________________________________________________________
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
515,942 shares of common stock.
_________________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,942 shares of common stock.
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|_|
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
Page 3 of 5 Pages
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.0001 per
share, of China Natural Gas, Inc. (formerly Coventure International Inc.), a
Delaware corporation (the "Company"). The principal executive offices of the
Issuer are presently located at Tang Xing Shu Ma Building, Suite 418, Tang Xing
Road, Xian High Tech Area, Xian, Shaanxi Province, China.
Item 2. Identity and Background.
This statement is being filed by Yangling Bodisen Biotech Development Co.,
Ltd., a company formed under the laws of the Peoples Republic of China
("Bodisen"). Bodisen is a wholly-owned subsidiary of Bodisen Biotech, Inc., a
corporation formed under the laws of the state of Delaware. Bodisen maintains an
office at North Part of Xinquia Road, Yang Ling Agricultural, High-Tech
Industries Demonstration Zone, Yang Ling, People's Republic of China.
On December 6, 2005, the Company entered into and closed a share purchase
agreement with Xian Xilan Natural Gas Co., Ltd., a corporation formed under the
laws of the People's Republic of China ("Xilan"), and each of Xilan's
shareholders, including Bodisen (the "Purchase Agreement"). Pursuant to the
Agreement, the Company acquired all of the issued and outstanding capital stock
of Xilan from the Xilan shareholders in exchange for 4,000,000 shares of Company
common stock. In connection with the acquisition of Xilan on December 6, 2005,
Chen Bo, President and a member of the Board of Directors of Bodisen Biotech,
Inc. will be appointed as a member of the Board of Directors the Company.
During the past five years, neither Mr. Bo nor Bodisen has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors, if any), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result thereof 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.
Item 3. Source and Amount of Funds or Other Consideration.
The sole source of consideration for the issuance of the shares of the
Company owned by Bodisen was the tender of their ownership of outstanding shares
of Xilan pursuant to the Purchase Agreement.
Item 4. Purpose of Transaction.
See Item 2 above.
Item 5. Interest in Securities of the Issuer.
Under the rules and regulations of the Securities and Exchange Commission,
Bodisen beneficially owns 515,942 shares of common stock, representing 10.2% of
the outstanding shares of common stock of the Company. The percentage of
outstanding shares of common stock is computed based on 5,051,022 shares of
common stock outstanding. Except for the transactions described herein, neither
Mr. Bo nor Bodisen has any plans, arrangements or agreements for the acquisition
or issuance of additional shares of the Company's common stock or other
securities convertible into equity securities of the Company.
Page 4 of 5 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
1. Securities Purchase Agreement dated as of December 6, 2005, by
and among Coventure International Inc., Xian Xilan Natural Gas
Co.,Ltd. and each of Xilan's shareholders (incorporated by
reference to the Company's Form 8-K filed on December 9, 2005).
SIGNATURES
----------
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
accurate.
December 19, 2005
YANGLING BODISEN BIOTECH
DEVELOPMENT CO, LTD.
By: /s/ CHEN BO
---------------
Name: Chen Bo
Title: President