UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
KIWA BIO-TECH PRODUCTS GROUP CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 pershare
(Titleof Class of Securities)
49834X 205
(CUSIP Number)
Junwei Zheng
No. Room 1503
HuichengCommerce Tower
No. 839, Xiahe Road
Siming District, Xiamen
Zip 361000, China
(626) 715-5855
(Name, Address andTelephone Number of Person Authorized to Receive Notices and Communications)
March 31, 2017
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]
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 (“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).
1 | NAME OFREPORTING PERSON
Junwei Zheng |
2 | CHECK THE APPROPRIATE BOX IF A MEMBEROF A GROUP (See Instructions) (a) [ ] (b) [ ] |
3 | SECUSEONLY |
4 | SOURCEOF FUNDS*
OO |
5 | CHECK IF DISCLOSUREOF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) or 2(e)
[ ] |
6 | CITIZENSHIP OR PLACEOF ORGANIZATION
Peoples Republic of China |
NUMBER OF WITH |
7 | SOLE VOTING POWER
920,000 |
8 | SHARED VOTING POWER
0 | |
9 | SOLE DISPOSITIVE POWER
920,000 | |
10 | SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATEAMOUNT BENEFICIALLYOWNED BY REPORTING PERSON
920,000 |
12 | CHECK BOX IF THE AGGREGATEAMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ] |
13 | PERCENTOF CLASS REPRESENTED BYAMOUNT IN ROW(11)
9.58% |
14 | TYPEOFREPORTING PERSON (See Instructions)
IN |
Item 1. Security andIssuer.
The statement (“Statement”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of Kiwa Bio-Tech Products Group Corporation, a Delaware corporation (the “Issuer” or the “Company”). The principal executive office of the Issuer is located at 310 N. Indian Hill Blvd., #702, Claremont, California 91711.
Item 2. Identity andBackground
The Statement is being filed by Junwei Zheng (“Mr. Zheng”) with an address at No. Room 1503, Huicheng Commerce Tower, No. 839, Xiahe Road, Siming District, Xiamen, Zip 361000, China.Mr. Zheng is a citizen of the Peoples Republic of China.
During the last five years Mr. Zheng has not (i) been convicted in a criminal proceeding (excludingtrafficviolations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he 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.
Mr.Zhengacquired the reported 920,000 shares of theCompany’s common stock by purchasing the shares in a private placement from the Company for an aggregate price of US$1,000,000.00.
Item 4. Purpose ofTransaction.
Mr.Zhengdoes nothave any current plans or proposals which relate to or would result in: (a) the acquisition byMr. Zheng of additional securities of theIssuer,or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as amerger,reorganizationor liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of theIssuer,including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in theIssuer’sbusiness or corporate structure; (g) any change in theIssuer’scharter,bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in aninter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item 5.Interest in Securities of theIssuer.
(a) As of the date hereof,Mr.Zheng beneficially owns 920,000 shares of the issued and outstanding common stock of theCompany. Such amount represents9.58% of the total issued and outstanding shares of theCompany’scommon stock as of the date hereof.
(b) Mr.Zhengholds sole voting and dispositive power over the Shares.
(c) Other than disclosedbelow,there were no transactions byMr.Zhengin theIssuer’s Common Stock during the last 60 days:
None.
(d) No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities of the Issuer owned byMr.Zheng.
(e) Not applicable.
Item 6. Contracts,Agreements, Understandings or RelationshipsWithRespect to Securities of theIssuer.
Tothe knowledge ofMr.Zheng, there are no contracts, arrangements, understandings or relationships (legal or otherwise), 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 losses, or the giving or withholding of proxies betweenMr.Zhengand/or any other person, with respect to any securities of theCompany.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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 correct.
Date:April 4, 2017 | |
/s/Junwei Zheng | |
Junwei Zheng |