UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
E-Future Information Technology Inc.
(Name of Issuer)
Common Stock, $0.0756 par value per share
(Title of Class of Securities)
G29438101
(CUSIP Number)
March 13, 2007
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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 (however, see the
Notes).
Page 1 of 8 Pages
CUSIP No. G29438101 13G Page 2 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Capital Ventures International
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF (5) SOLE VOTING POWER
SHARES 0
______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER **
200,080***
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
______________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER **
200,080***
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,080***
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.1%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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** Heights Capital Management, Inc. is the investment adviser to Capital
Ventures International and as such may exercise voting and dispositive power
over these shares.
***Issuable upon conversion of $5,000,000 principal amount of Senior Convertible
Notes due March 12, 2012.
CUSIP No. G29438101 13G Page 3 of 8 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Heights Capital Management, Inc.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
-----------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
SHARES 0
______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER **
OWNED BY 200,080***
______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 0
______________________________________________________________
PERSON WITH: (8) SHARED DISPOSITIVE POWER **
200,080***
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
200,080***
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.1%
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-----------------------------------------------------------------------------
** Heights Capital Management, Inc. is the investment adviser to Capital
Ventures International and as such may exercise voting and dispositive power
over these shares.
***Issuable upon conversion of $5,000,000 principal amount of Senior Convertible
Notes due March 12, 2012.
CUSIP No. G29438101 13G Page 4 of 8 Pages
Item 1.
(a) Name of Issuer
e-Future Information Technology Inc., a Cayman Islands corporation (the
"Company").
(b) Address of Issuer's Principal Executive Offices
No. 10 Building, BUT Software Park
No.1 Disheng North Street, BDA
Yizhuang District, Beijing 100176, People's Republic of China
Item 2(a). Name of Person Filing
This statement is filed by the entities listed below, who are
collectively referred to herein as "Reporting Persons," with respect
to the shares of Common Stock of the Company, $0.0756 par value per
share issued upon conversion of the senior convertible notes to the
Reporting Persons (the "Shares").
(i) Capital Ventures International
(ii) Heights Capital Management, Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures
International is:
One Capitol Place
P.O Box 1787 GT
Grand Cayman, Cayman Islands
British West Indies
The address of the principal business office of Heights Capital
Management, Inc. is:
101 California Street, Suite 3250
San Francisco, California 94111
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each Reporting
Person hereto and is incorporated herein by reference for each such
Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, $0.0756 par value per share
Item 2(e) CUSIP Number
G29438101
CUSIP No. G29438101 13G Page 5 of 8 Pages
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) - (c) is set forth in Rows 5 -
11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person. Based
upon the Securities Purchase Agreement dated March 13, 2007 by and
among the Company and the investors listed on the Schedule of Buyers
attached thereto, which was filed as exhibit 99.1 of the report on Form
6-K/A of the Company filed on March 15, 2007, the total number of
outstanding shares of Common Stock as of March 13, 2007 is 2,633,500.
In calculating the percentage of Shares held by the Reporting Persons,
we assumed the conversion of the referenced senior convertible notes.
In addition to the 200,080 Shares issuable to Capital Ventures
International upon conversion of the senior convertible notes, the
Reporting Persons beneficially own (i) Series A Warrants to purchase
92,038 shares of Common Stock and (ii) Series B Warrants to purchase
115,048 shares of Common Stock, which are all held by Capital Ventures
International. However, pursuant to the terms of the relevant
instruments, the Reporting Persons cannot exercise any of these
warrants before September 9, 2007.
Heights Capital Management, Inc., which serves as the investment
manager to Capital Ventures International, may be deemed to be the
beneficial owner of all Shares owned by Capital Ventures International.
Each of the Reporting Persons hereby disclaims any beneficial ownership
of any such Shares, except for their pecuniary interest therein.
CUSIP No. G29438101 13G Page 6 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best
of its knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 23, 2007, by and among
Capital Ventures International and Heights Capital Management, Inc.
CUSIP No. G29438101 13G Page 7 of 8 Pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.
Dated: March 23, 2007
CAPITAL VENTURES INTERNATIONAL HEIGHTS CAPITAL MANAGEMENT, INC.
By: Heights Capital Management, Inc. By: /s/ Todd Silverberg
pursuant to a Limited Power of -------------------
Attorney, a copy of which is filed as Name: Todd Silverberg
Exhibit A thereto Title Secretary
By: /s/ Todd Silverberg
-------------------
Name: Todd Silverberg
Title Secretary
The Limited Power of Attorney executed by Capital Ventures International,
authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G
on its behalf, which was filed with the Schedule 13G filed with the Securities
and Exchange Commission on December 1, 2006 by Capital Ventures International
and Heights Capital Management, Inc. with respect to the common stock of
Discovery Laboratories, Inc., is hereby incorporated by reference.
CUSIP No. G29438101 13G Page 8 of 8 Pages
EXHIBIT I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the Shares
is being filed, and all amendments thereto will be filed, on behalf of each of
the persons and entities named below in accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended. 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.
Dated as of March 23, 2007
CAPITAL VENTURES INTERNATIONAL HEIGHTS CAPITAL MANAGEMENT, INC.
By: Heights Capital Management, Inc. By: /s/ Todd Silverberg
pursuant to a Limited Power of -------------------
Attorney, a copy of which is filed as Name: Todd Silverberg
Exhibit A thereto Title Secretary
By: /s/ Todd Silverberg
-------------------
Name: Todd Silverberg
Title Secretary