Form SC 13D - General statement of acquisition of beneficial ownership
May 07 2024 - 5:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
| KUN
PENG INTERNATIONAL LTD. |
| (Name
of Issuer) |
| |
| Ordinary
shares, $0.0001 par value |
| (Title
of Class of Securities) |
| |
| 12672T
108 |
| (CUSIP
Number) |
| |
Henry
F. Schlueter, Esq.
Schlueter
& Associates, P.C.
5655
S. Yosemite Street, Suite 350
Greenwood
Village, CO 80111
Tel:
303-292-3883 |
| (Name/Address/Telephone
Number of Person Authorized to Receive Notices and Communications) |
| |
| May
17, 2021 |
| (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 ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 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 (“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).
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
2 of 6 |
| 1 |
NAME
OF REPORTING PERSON
Kungpeng
TJ Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands |
Number
of
shares
beneficially owned by each reporting person with |
7 |
SOLE
VOTING POWER
65,754,900(1) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
65,754,900
(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,754,900
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.44%(2) |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
3 of 6 |
| 1 |
NAME
OF REPORTING PERSON
Chengyuan
Li |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY |
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS
IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
China |
Number of shares beneficially owned by each reporting person with |
7 |
SOLE
VOTING POWER
65,754,900(1) |
| 8 |
SHARED
VOTING POWER |
| 9 |
SOLE
DISPOSITIVE POWER
65,754,900(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,754,900(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.44%(2) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
4 of 6 |
| (1) |
(a)
On May 17, 2021, the Issuer closed on a share exchange pursuant to which Kunpeng TJ Limited
acquired 6,575,490 shares of common stock of the Issuer in exchange for 100% of the shares
of an unrelated issuer that were owned of record by Kunpeng TJ Limited. Chengyuan Li became
the director and majority shareholder of Kungpeng TJ Limited on April 19, 2021;
therefore, all shares of common stock of the Issuer owned of record by Kunpeng TJ Limited
are deemed to be beneficially owned by Chengyuan Li.
(b)
On October 18, 2022, the Issuer effected a 10:1 forward stock split, resulting in Kunpeng TJ Limited acquiring an additional 59,179,410
shares of common stock of the Issuer, resulting in an aggregate 65,754,900 shares of common stock held of record by Kunpeng TJ
Limited. Chengyuan Li, as the director and majority shareholder of Kungpeng TJ Limited, is deemed to be the beneficial owner of all shares
of common stock of the Issuer owned of record by Kunpeng TJ Limited.
|
| |
|
| (2) |
This
calculation is based on 400,000,000 shares of common stock of the Issuer issued and outstanding
as of the date of filing this Schedule 13D.
|
Item
1. Security and Issuer
This
Schedule 13D relates to the $0.0001 par value shares of common stock of Kun Peng International Ltd., a corporation organized under the
laws of the State of Nevada (the “Issuer”). The address of the principal executive office of the Issuer is 1F, Building 3,
No. 1001 Huihe South Street, Banbidian Village, Gaobeidian Town, Chaoyang District, Beijing PRC.
Item
2. Identity and Background
Reporting
Persons:
| (a) |
Name:
This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting
Persons”):
|
| |
i. |
Kunpeng
TJ Limited, which is incorporated under the laws of the British Virgin Islands. |
| |
ii. |
Chengyuan
Li, an individual who is a citizen of the PRC. |
| (b) |
The
principal business address of the Reporting Persons is 1F, Building 3, No. 1001 Huihe South Street, Bambidian Village, Gaobeidian
Town, Chaoyang District, Beijing PRC. |
| |
|
| (c) |
Present
Principal Occupation: Chengyuan Li is a member of the Board of Directors of the Issuer and a businesswoman. Kunpeng TJ Limited is
a holding company. |
| |
|
| (d) |
Convictions:
During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). |
| |
|
| (e) |
Civil
Proceeding: During the past five years, neither Reporting Person has been 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. |
| |
|
| (f) |
Citizenship:
Chengyuan Li is a citizen of the People’s Republic of China. Kunpeng TJ Limited is incorporated under the laws of the British
Virgin Islands. |
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
5 of 6 |
Item
3. Source and Amount of Funds or Other Consideration
In
May 2021, Kungpeng TJ Limited was issued 6,575,490 shares of common stock of the Issuer in exchange for 100% of Kunpeng TJ Limited’s
shares of an unrelated issuer pursuant to a share exchange agreement. In October 2022, the Issuer effected a 10:1 forward stock split
pursuant to which Kunpeng TJ Limited was issued an additional 59,179,410 shares of common stock, thereby increasing its shareholdings
to 65,754,900 shares of common stock of the Issuer.
Chengyuan
Li became the director of Kungpeng TJ Limited on April 19, 2021. Therefore, as the director and majority shareholder of Kungpeng
TJ Limited, she is deemed to be the beneficial owner of all shares of common stock of the Issuer owned of record by Kunpeng TJ Limited.
Item
4. Purpose of Transaction
The
Reporting Persons have held, and continue to hold, all shares of the Issuer owned by them for investment purposes.
Item
5. Interest in Securities of the Issuer
| (a) |
The
responses to Items 11 and 13 of the cover page to this Schedule 13D are incorporated herein. |
| |
|
| (b) |
The
responses to Items 7 through 10 of the cover page to this Schedule 13D are incorporated herein. |
| |
|
| (c) |
The
Reporting Persons have not entered into any transactions in the shares of common stock during the sixty days immediately prior to the
filing of this Schedule 13D. |
| |
|
| (d) |
As of the date of filing of this Schedule 13D, no person,
other than the Reporting Persons, is known to have had the power to direct the receipt of dividends from, or proceeds from the sale
of, any of the shares of common stock owned by the Reporting Persons. |
| |
|
| (e) |
Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other
than the agreement with respect to the joint filing of this Schedule 13D between each of the Reporting Persons attached hereto, there
are no other contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect
to the securities of the Issuer.
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D. A copy of such agreement is attached
as Exhibit 7.3 and incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
Exhibit 7.3 Joint Filing Agreement
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
6 of 6 |
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:
May 7, 2024 |
Kunpeng
TJ Limited |
| |
|
|
|
By: |
/s/ Chengyuan Li |
| |
|
Chengyuan
Li, Director |
| Date:
May 7, 2024 |
|
/s/ Chengyuan Li |
| |
|
Chengyuan
Li |
Exhibit
7.3
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning her or it contained herein and therein, but shall
not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that she or
it knows or has reason to believe that such information is inaccurate.
|
May 7,
2024 |
| |
|
|
KUNPENG TJ LIMITED |
| |
|
|
|
By: |
/s/ Chengyuan Li |
| |
|
Chengyuan
Li, Director |
| |
|
|
| |
|
/s/ Chengyuan Li |
| |
|
Chengyuan
Li |
Kun Peng (QB) (USOTC:KPEA)
Historical Stock Chart
From May 2024 to Jun 2024
Kun Peng (QB) (USOTC:KPEA)
Historical Stock Chart
From Jun 2023 to Jun 2024
