-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0001019056-08-000155.txt : 20080204
<SEC-HEADER>0001019056-08-000155.hdr.sgml : 20080204
<ACCEPTANCE-DATETIME>20080204122545
ACCESSION NUMBER:		0001019056-08-000155
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20080204
DATE AS OF CHANGE:		20080204
GROUP MEMBERS:		APIS CAPITAL ADVISORS, LLC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KHD HUMBOLDT WEDAG INTERNATIONAL LTD.
		CENTRAL INDEX KEY:			0000016859
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084]
		IRS NUMBER:				131818111
		STATE OF INCORPORATION:			B0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-54859
		FILM NUMBER:		08571221

	BUSINESS ADDRESS:	
		STREET 1:		UNIT 702, 7/F RUTTONJEE HOUSE
		STREET 2:		RUTTONJEE CENTRE,  11 DUDDELL STREET
		CITY:			CENTRAL
		STATE:			K3
		ZIP:			00000
		BUSINESS PHONE:		852-2537-3613

	MAIL ADDRESS:	
		STREET 1:		UNIT 702, 7/F RUTTONJEE HOUSE
		STREET 2:		RUTTONJEE CENTRE,  11 DUDDELL STREET
		CITY:			CENTRAL
		STATE:			K3
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MFC BANCORP LTD
		DATE OF NAME CHANGE:	19970313

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ARBATAX INTERNATIONAL INC
		DATE OF NAME CHANGE:	19960603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NALCAP HOLDINGS INC
		DATE OF NAME CHANGE:	19950725

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APIS CAPITAL ADVISORS, LLC
		CENTRAL INDEX KEY:			0001386892
		IRS NUMBER:				200692626
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		53 FOREST AVENUE
		STREET 2:		SUITE 103
		CITY:			OLD GREENWICH
		STATE:			CT
		ZIP:			06870
		BUSINESS PHONE:		203-364-8809

	MAIL ADDRESS:	
		STREET 1:		53 FOREST AVENUE
		STREET 2:		SUITE 103
		CITY:			OLD GREENWICH
		STATE:			CT
		ZIP:			06870
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>khd_13g.txt
<DESCRIPTION>SCHEDULE 13G
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)*


                      KHD Humboldt Wedag International Ltd.
             -------------------------------------------------------
                                (Name of Issuer)


                         Common Stock, without par value
             -------------------------------------------------------
                         (Title of Class of Securities)


                                    482462108
                   -------------------------------------------
                                 (CUSIP Number)


                                January 23, 2008
             -------------------------------------------------------
             (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)

* 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 the purpose 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 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Steven A. Werber, Jr.

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     United States

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                 1,584,194
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER            1,584,194

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     1,584,194

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     5.3%

12.  Type of Reporting Person (See Instructions)

     IN


                               Page 2 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Daniel J. Barker

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     United States

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                 1,584,194
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER            1,584,194

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     1,584,194

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     5.3%

12.  Type of Reporting Person (See Instructions)

     IN


                               Page 3 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Apis Capital Advisors, LLC

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     Delaware

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                 1,584,194
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER            1,584,194

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     1,584,194

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     5.3%

12.  Type of Reporting Person (See Instructions)

     IA


                               Page 4 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Apis Capital, LP

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     Delaware

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                   188,095
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER              188,095

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     188,095

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     0.6%

12.  Type of Reporting Person (See Instructions)

     PN


                               Page 5 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Apis Capital (QP), LP

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     Delaware

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                   232,438
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER              232,438

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     232,438

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     0.8%

12.  Type of Reporting Person (See Instructions)

     PN


                               Page 6 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Apis Offshore Capital, Ltd.

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     Cayman Islands

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                 1,091,023
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER            1,091,023

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     1,091,023

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     3.6%

12.  Type of Reporting Person (See Instructions)

     CO


                               Page 7 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Apis Global Deep Value, LP

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     Delaware

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                    48,585
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER               48,585

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     48,585

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     0.2%

12.  Type of Reporting Person (See Instructions)

     PN


                               Page 8 of 15 Pages
<PAGE>

CUSIP No. 482462108

1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Apis Global Deep Value Offshore, Ltd.

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
     (a) [ ]
     (b) [X]

3.   SEC Use Only

4.   Citizenship or Place of Organization

     Cayman Islands

NUMBER OF                     5.  SOLE VOTING POWER                           0
SHARES
BENEFICIALLY                  6.  SHARED VOTING POWER                    24,053
OWNED BY EACH
REPORTING                     7.  SOLE DISPOSITIVE POWER                      0
PERSON WITH:
                              8.  SHARED DISPOSITIVE POWER               24,053

9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     24,053

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
     Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9)

     0.1%

12.  Type of Reporting Person (See Instructions)

     CO


                               Page 9 of 15 Pages
<PAGE>

                                EXPLANATORY NOTE

Item 1.

(a)      The name of the issuer is KHD Humboldt Wedag International Ltd. (the
         "Issuer").

(b)      The principal executive offices of the Issuer are located at Unit 803,
         8/F, Dina House, Ruttonjee Centre, 11 Duddell Street, Central, Hong
         Kong SAR, China.

Item 2.

(a)      This Statement on Schedule 13G (this "Statement") is being filed by (i)
         Apis Capital, LP, a Delaware limited partnership ("Apis Capital"), (ii)
         Apis Capital (QP), LP, a Delaware limited partnership ("Apis QP"),
         (iii) Apis Capital Offshore, Ltd., a Cayman Islands exempted company
         ("Apis Offshore"), (iv) Apis Global Deep Value, LP, a Delaware limited
         partnership ("Apis Deep Value"), (v) Apis Global Deep Value Offshore,
         Ltd., a Cayman Islands exempted company ("Apis Deep Value Offshore",
         and together with Apis Capital, Apis QP, Apis Offshore and Apis Deep
         Value, the "Funds"), (vi) Apis Capital Advisors, LLC, a Delaware
         limited liability company (the "Investment Manager"), which serves as
         the general partner and/or investment manager of the Funds, (vii)
         Steven A. Werber, Jr. and (viii) Daniel J. Barker (all of the
         foregoing, collectively, the "Filers"). Each Fund is a private
         investment vehicle formed for the purpose of investing and trading in a
         wide variety of securities and financial instruments. Messrs. Werber
         and Barker are the Managing Members of the Investment Manager and the
         Portfolio Managers for the Funds. The Funds directly own all of the
         respective shares reported in this Statement. Messrs. Werber and Barker
         and the Investment Manager may be deemed to share with the Funds voting
         and dispositive power with respect to such shares. Each Filer disclaims
         beneficial ownership with respect to any shares other than those owned
         directly by such Filer.

(b)      The principal business office of Messrs. Werber and Barker, Apis
         Capital, Apis QP, Apis Deep Value and the Investment Manager is:

         53 Forest Avenue, Suite 103
         Old Greenwich, Connecticut 06870
         USA

         The principal business office of Apis Offshore and Apis Deep Value
         Offshore is:

         c/o dms Corporate Services Ltd.
         Ansbacher House
         20 Genesis Close, George Town
         PO Box 1344
         Grand Cayman KY1-1108
         Cayman Islands

                               Page 10 of 15 Pages
<PAGE>

(c)      For citizenship information see Item 4 of the cover page of each Filer.

(d)      This Statement relates to the Common Stock, without par value, of the
         Issuer (the "Common Stock").

(e)      The CUSIP Number of the Common Stock is listed on the cover pages
         hereto.

Item 3.  If this statement is filed pursuant to 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 240.13d-1(b)(1)(ii)(E);
(f) [ ]  An employee benefit plan or endowment fund in accordance with
         240.13d-1(b)(1)(ii)(F);
(g) [ ]  A parent holding company or control person in accordance with
         240.13d-1(b)(1)(ii)(G);
(h) [ ]  A savings associations 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 240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.  Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2, which
information is based on 30,181,390 shares of Common Stock outstanding as of
September 30, 2007, as reported on the Issuer's Current Report on Form 6-K filed
on November 14, 2007.

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: [ ]

Not applicable.


                               Page 11 of 15 Pages
<PAGE>

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.

(a)      Not applicable.

(b)      By signing below I certify that, to the best of my 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.


                               Page 12 of 15 Pages
<PAGE>

                                    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:    February 1, 2008

                               DANIEL J. BARKER
                               APIS CAPITAL ADVISORS, LLC
                               APIS CAPITAL, LP
                               APIS CAPITAL (QP), LP
                               APIS CAPITAL OFFSHORE, LTD.
                               APIS GLOBAL DEEP VALUE, LP
                               APIS GLOBAL DEEP VALUE OFFSHORE, LTD.


                               By: /s/ Daniel J. Barker
                                   ---------------------------------------------
                                   Daniel J. Barker, for himself, as Managing
                                   Member of the Investment Manager and as
                                   Portfolio Manager of each of the Funds


                               /s/ Steven A. Werber, Jr.
                               -------------------------------------------------
                               Steven A. Werber, Jr.



                               Page 13 of 15 Pages
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Document
- -----------       ----------------------
    1             Joint Filing Agreement











                               Page 14 of 15 Pages
<PAGE>

                                    Exhibit 1

                             JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Common Stock, without par value, of KHD Humboldt Wedag International
Ltd., and further agree that this Joint Filing Agreement be included as an
Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement.


Dated:  February 1, 2008


                               DANIEL J. BARKER
                               APIS CAPITAL ADVISORS, LLC
                               APIS CAPITAL, LP
                               APIS CAPITAL (QP), LP
                               APIS CAPITAL OFFSHORE, LTD.
                               APIS GLOBAL DEEP VALUE, LP
                               APIS GLOBAL DEEP VALUE OFFSHORE, LTD.


                               By: /s/ Daniel J. Barker
                                   ---------------------------------------------
                                   Daniel J. Barker, for himself, as Managing
                                   Member of the Investment Manager and as
                                   Portfolio Manager of each of the Funds


                               /s/ Steven A. Werber, Jr.
                               -------------------------------------------------
                               Steven A. Werber, Jr.




                               Page 15 of 15 Pages
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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