0001204459-12-000560.txt : 201203210001204459-12-000560.hdr.sgml : 2012032120120321114039ACCESSION NUMBER:0001204459-12-000560CONFORMED SUBMISSION TYPE:SC 13DPUBLIC DOCUMENT COUNT:18FILED AS OF DATE:20120321DATE AS OF CHANGE:20120321GROUP MEMBERS:WEALTH INDEX CAPITAL GROUP LLCFILED BY:COMPANY DATA:COMPANY CONFORMED NAME:Huang ShanchunCENTRAL INDEX KEY:0001513689FILING VALUES:FORM TYPE:SC 13DMAIL ADDRESS:STREET 1:PUDONG BUILDING, 2ND FLOOR,STREET 2:JIULONG AVENUE, LONGWEN DISTRICTCITY:ZHANGZHOUSTATE:F4ZIP:363000SUBJECT COMPANY:COMPANY DATA:COMPANY CONFORMED NAME:Longhai Steel Inc.CENTRAL INDEX KEY:0001296286STANDARD INDUSTRIAL CLASSIFICATION:STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]IRS NUMBER:113699388STATE OF INCORPORATION:NVFISCAL YEAR END:1231FILING VALUES:FORM TYPE:SC 13DSEC ACT:1934 ActSEC FILE NUMBER:005-85390FILM NUMBER:12705169BUSINESS ADDRESS:STREET 1:NO. 1 JINGGUANG ROAD, NEIQIU COUNTYSTREET 2:XINGTAI CITYCITY:HEBEI PROVINCESTATE:F4ZIP:13090BUSINESS PHONE:315-430-8047MAIL ADDRESS:STREET 1:NO. 1 JINGGUANG ROAD, NEIQIU COUNTYSTREET 2:XINGTAI CITYCITY:HEBEI PROVINCESTATE:F4ZIP:13090FORMER COMPANY:FORMER CONFORMED NAME:Action Industries, Inc.DATE OF NAME CHANGE:20040702SC 13D1sc13d.htmSCHEDULE 13D Longhai Steel, Inc.: Schedule 13D - Filed by newsfilecorp.com

UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 240.13d -1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
240-d-2(a)

LONGHAI STEEL INC.
(Name ofIssuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title ofClass of Securities)

54304R100
(CUSIP Number)

Shanchun Huang
Wealth Index Capital Group LLC
Suite 3-15-1603, New World Center, Chongwenmen Wai Blvd,
ChongwenDistrict
Beijing 100062, PR China; Zip 100062

copies to:
Louis A. Bevilacqua, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2300 N Street, N.W.
Washington, DC 20037-1122
(202) 663-8158
(Name,Address and Telephone Number of Person Authorized to Receive Notices andCommunications)

November 4, 2010
(Date of Event which RequiresFiling of this Statement)

If the filing person has previously filed a statement onSchedule 13G to report the acquisition that is the subject of this Schedule 13D,and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or240.13d -1(g), check the following box [ ].

Note: Schedules filed in paper format shall include asigned original and five copies of the schedule, including all exhibits. See 240.13d -7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for areporting persons initial filing on this form with respect to the subject classof securities, and for any subsequent amendment containing information whichwould alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover pageshall not be deemed to be filed for the purpose of Section 18 of theSecurities Exchange Act of 1934 (Act) or otherwise subject to the liabilitiesof that section of the Act but shall be subject to all other provisions of theAct (however, see the Notes).

CUSIP No. 54304R100

1. NAMES OF REPORTING PERSONS
WEALTH INDEX CAPITAL GROUP LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS

PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7. SOLE VOTING POWER SHARES 219,655 BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH 9. SOLE DISPOSITIVE POWER REPORTING 219,655 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 219,655 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.19%(1) 14. TYPE OF REPORTING PERSON CO

(1) A total of 10,050,418 shares of the Issuers common stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of February 27, 2012. For each beneficial owner above, any options exercisable within 60 days havebeen included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.

Page 2 of 7 Pages

CUSIP No. 54304R100

1. NAMES OF REPORTING PERSONS
SHANCHUN HUANG 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS

PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLES REPUBLIC OF CHINA NUMBER OF 7. SOLE VOTING POWER SHARES 526,975 (1) BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH 9. SOLE DISPOSITIVE POWER REPORTING 526,975 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 526,975 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.24% (2) 14. TYPE OF REPORTING PERSON IN

(1) Represents 219,655 shares held by Wealth Index Capital Group LLC, a Delaware company, which is beneficially owned and controlled by Mr. Huang, its sole shareholder and officer. Mr. Huang expressly disclaims beneficial ownership ofthese shares except to the extent of her pecuniary interest therein.

(2) A total of 10,050,418 shares of the Issuers common stock are considered to be outstanding, pursuant to SEC Rule 13d-3(d)(1), as of February 27, 2012. For each beneficial owner above, any options exercisable within 60 days havebeen included in the denominator. Beneficial ownership for purposes of this Statement have been computed in accordance with Rule 13d-3(d)(1) promulgated under the Act.

Page 3 of 7 Pages

CUSIP No. 54304R100

Item 1. Security and Issuer.

The class of equity securities to which this statement (the Statement) relates is the common stock, par value $0.001 per share (the Common Stock) of Longhai Steel Inc., a Nevada corporation (the Issuer).The Issuers principal executive offices are located at No. 1 Jingguang Road, Neiqiu County, Xingtai City, Hebei Province 054000, Peoples Republic of China .

Item 2. Identity and Background.

(a) The persons filing this Statement are Mr. Shanchun Huang, a natural person, and Wealth Index Capital Group LLC, a Delaware company ("Wealth Index," and together with Mr. Huang, the "Reporting Persons").

(b) The business address of Mr. Huang and Wealth Indexs principal office are located at Suite 3-15-1603, New World Center, Chongwenmen Wai Blvd, Chongwen District, Beijing 100062, PR China; Zip 100062.

(c) Mr. Huang is the CEO of Wealth Index. Wealth Index is a financial service company and its principal business is financial advisory services. Wealth Index is owned and controlled by Mr. Huang.

(d)-(e) During the last five years, neither Reporting Person has been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body ofcompetent 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 anyviolation with respect to such laws.

(f) Mr. Huang is a citizen of the Peoples Republic of China.

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to that certain financial advisory service agreement, dated April 11, 2008, by and between Xingtai Longhai Iron & Steel (Group) Co. Ltd. (Xingtai Longhai) and Wealth Index (the Financial Advisory ServiceAgreement), Wealth Index had received 20% of the total shares of Xingtai Longhai for the financial advisory services provided by Wealth Index.

On March 26, 2010, the Issuers predecessor Action Industries, Inc. completed a reverse merger acquisition with Kalington Limited, a Hong Kong company that is the 100% holding company of Xingtai Kalington Consulting Service Co., Ltd.(Kalington Consulting), a Chinese company. On March 19, 2010, prior to the reverse acquisition transaction, Kalington Consulting and Xingtai Longhai entered into a series of agreements, the VIE Agreements, pursuant to which XingtaiLonghai became Kalington Consultings variable interest entity.

Concurrent with the reverse merger acquisition, Wealth Index and Mr. Huang received the securities covered by this Statement as compensation to its financial advisory services that successfully made Xingtai Longhai a VIE entity of a US publiccompany.

Mr. Huang is the sole shareholder of Wealth Index and may be deemed to be the beneficial owner of the shares held by it. Mr. Huang expressly disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Page 4 of 7 Pages

CUSIP No. 54304R100

Item 4. Purpose of Transaction.

The Reporting Persons acquired the shares of Common Stockreported in this Statement pursuant to the Financial Advisory Service Agreement.The Reporting Persons have no present plans or proposals that would relate to orresult in any of the matters set forth in subparagraphs (a)-(j) of Item 4 ofSchedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) For purposes of Rule 13d-3 promulgated under the ExchangeAct, Mr. Huang owns and controls the 526,975 shares of the Issuers CommonStock, representing 5.24% of the outstanding shares of the Issuers Common Stock(based on 10,050,418 shares of Common Stock outstanding as of February 27,2012).

(b) Mr. Huang has sole voting and dispositive power over the219,655 shares of the Issuers Common Stock that are directly and beneficiallyowned by Wealth Index. Mr. Huang has sole voting and dispositive power overadditional 307,320 shares of the Issuers Common Stock.

(c) Other than the transactions described Item 3 above, theReporting Persons have not been involved in any transactions involving thesecurities of the Issuer in the last 60 days.

(d) Except as otherwise indicated above, no other persons areknown that have the right to receive or the power to direct the receipt ofdividends from, or the proceeds of sale of, such securities.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings orRelationships With Respect to Securities of the Issuer.

Except as otherwise indicated above, there are no contracts,arrangements, understandings or relationships (legal or otherwise) between theReporting Persons or between any Reporting Person and any other person withrespect to any securities of the Issuer, including but not limited to, transferor voting of any of the securities, finders fees, joint ventures, loan oroption arrangements, puts or calls, guarantees of profits, division of profitsor loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Financial Advisory Service Agreement, dated April 11, 2008, by and between Wealth Index and Xingtai Longhai. Exhibit 2 Joint Filing Agreement between Mr. Shanchun Huang and Wealth Index Capital Group LLC

Page 5 of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge andbelief, I certify that the information set forth in this statement is true,complete and correct.

Dated: March 21, 2012

WEALTH INDEX CAPITAL GROUP LLC By: /s/ Shanchun Huang Name: Shanchun Huang Title: CEO By: /s/ Shanchun Huang Name: Shanchun Huang
EX-12exhibit1.htmEXHIBIT 1 Longhai Steel, Inc.: Exhibit 1 - Filed by newsfilecorp.com

Exhibit 1

EX-23exhibit2.htmEXHIBIT 2 Longhai Steel, Inc.: Exhibit 2 - Filed by newsfilecorp.com

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities ExchangeAct of 1934, as amended, each of the undersigned hereby agrees to the jointfiling on behalf of each of them of a statement on Schedule 13D (includingamendments thereto) with respect to the common stock of Longhai Steel Inc., andthat this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall beresponsible for the timely filing of any statement (including amendments) onSchedule 13D, and for the completeness and accuracy of the informationconcerning him, her, or it contained therein, but shall not be responsible forthe completeness and accuracy of the information concerning the other personsmaking such filings, except to the extent that he, she, or it knows or hasreason to believe that such information is inaccurate.

Dated: March 21, 2012

WEALTH INDEX CAPITAL GROUP LLC

By: /s/ Shanchun Huang
Name: Shanchun Huang
Title: CEO

By: /s/ Shanchun Huang
Name: Shanchun Huang

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