- Statement of Beneficial Ownership (SC 13D)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

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. ___)*

North Asia Investment Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

G66202105

(CUSIP Number)

Malibu Partners LLC

15332 Antioch Street #528

Pacific Palisades, CA 90272

Attention: Kenneth J. Abdalla

Tel:  [phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 24, 2010

(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 that 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(b) for other parties to whom copies are to be sent.

* 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 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 7 pages

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CUSIP No.:  G66202105

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Malibu Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
		7	SOLE VOTING POWER
			0
NUMBER OF		8	SHARED VOTING POWER
SHARES
BENEFICIALLY			545,681
OWNED BY		9	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH			0
		10	SHARED DISPOSITIVE POWER
			545,681
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	545,681
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.7%
14	TYPE OF REPORTING PERSON
	OO

 

Page 2 of 7 pages

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CUSIP No.:  G66202105

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Kenneth J. Abdalla
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
			0
NUMBER OF		8	SHARED VOTING POWER
SHARES
BENEFICIALLY			545,681
OWNED BY		9	SOLE DISPOSITIVE POWER
EACH REPORTING
PERSON WITH			0
		10	SHARED DISPOSITIVE POWER
			545,681
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	545,681
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.7%
14	TYPE OF REPORTING PERSON
	IN

 

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ITEM 1.

Security and Issuer.

The class of equity securities to which this Statement relates is the common stock, par value $0.0001 per share (the “ Common Stock ”), of North Asia Investment Corporation, a blank check Cayman Islands exempted company with limited liability (the “ Company ” or the “ Issuer ”), with its principal executive offices located at Jongro Tower 18F, 6 Jongro 2-ga, Jongro-gu, Seoul, Korea.

ITEM 2.

Identity and Background.

(a)-(c) and (f) The names of the persons filing this Statement (the “ Reporting Persons ”) are: (1) Malibu Partners LLC, a California limited liability company (“ Malibu Partners ”); and (2) Kenneth J. Abdalla, a United States Citizen (“ Mr. Abdalla ”).  Mr. Abdalla is the Managing Member of Malibu Partners.  The principal business of each of Malibu Partners and Mr. Abdalla is investing and trading in securities and financial instruments for its own account.

(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 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.

ITEM 3.

Source and Amount of Funds or Other Consideration

The funds used to acquire the securities described in this Schedule 13D were from the personal funds of the Reporting Persons, and the amount of funds totaled in the aggregate approximately $5,439,466.25.

ITEM 4.

Purpose of Transaction.

The Reporting Persons acquired the Issuer’s securities for investment purposes.  Except as set forth herein, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j)   of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.  Also, consistent with their investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer. The Reporting Persons may discuss ideas that, if effected, may result in the acquisition by persons of additional Common Stock or other securities of the Issuer and/or any of the other transactions described in subparagraphs (a) through (j)   of Item 4 of Schedule 13D.

ITEM 5.

Interest in Securities of the Issuer.

(a)           As of February 24, 2010, (a) Malibu Partners was the beneficial owner of 545,681 shares of Common Stock, representing 8.7% of all of the Issuer’s outstanding Common Stock; and (b) Mr. Abdalla was the beneficial owner of 545,681 shares of Common Stock, representing 8.7% of all of the Issuer’s outstanding Common Stock.

 

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Mr. Abdalla may be deemed to beneficially own the shares of Common Stock beneficially owned by Malibu Partners.  Mr. Abdalla disclaims beneficial ownership of such shares.  The foregoing is based on 6,250,000 Shares outstanding, which reflects the number of Shares outstanding, as of June 30, 2009, as reported in the Company’s Form 20-F filed on December 24, 2009.

(b)           Mr. Abdalla may be deemed to share with Malibu Partners (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 545,681 shares of Common Stock reported herein.

(c)           Except as set forth in the chart below (which describes purchases of Common Stock on the open market), during the past 60 days, the Reporting Persons have not effected any transactions in shares of the Issuer’s Common Stock.

Date	Transaction Type	Number of Shares	Price
1/25/2010	Purchase	84,712	$9.96
1/26/2010	Purchase	10,098	$9.96
1/27/2010	Purchase	922	$9.96
1/28/2010	Purchase	900	$9.96
2/4/2010	Purchase	700	$9.96
2/22/2010	Purchase	100,000	$9.97
2/24/2010	Purchase	348,349	$9.97

(d)           Not applicable.

(e)           Not applicable.

ITEM 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7.

Material to be Filed as Exhibits.

Exhibit No.

Document

1.	Joint Filing Agreement

 

 

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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.

Dated:  March 8, 2010

	KENNETH J. ABDALLA
	MALIBU PARTNERS, LLC
	By:	/s/ Kenneth J. Abdalla
	Kenneth J. Abdalla, for himself, and as Managing Member of Malibu Partners

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EXHIBIT INDEX

Exhibit No.	Document
1.	Joint Filing Agreement

 

 

 

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