If the filing person has previously filed a statement on Schedule
13G to report the acquisition which 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
¨
.
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.
CUSIP No. 05344R 104
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13D
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Page 2 of 4 Pages
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1
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NAME OF REPORTING PERSONS
Wenzhao Lu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS* OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
PERSON WITH
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7
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SOLE VOTING POWER
25,900,000 (1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
25,900,000 (1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,900,000
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.1% (2)
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14
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TYPE OF REPORTING PERSON*
CO
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(1) As of the date of the event which requires
filing of this Schedule 13D, the Reporting Person beneficially owns 25,900,000 shares of common stock.
(2) Percentage of class calculated based on
an aggregate of 64,628,622 shares issued and outstanding as of March 27, 2017, after giving effect to the transactions described
in Item 4 of this Schedule 13D.
Item 1. Security and Issuer.
This Schedule 13D relates
to the Common Stock, par value $0.0001 per share (the “Common Stock”), of Avalon Globocare Corp., a Delaware Corporation
(the “Issuer”). The Issuer’s principal executive offices are located at c/o Avalon Globocare Corp., 83 South
Street, Suite 101, Freehold, New Jersey 97728.
Item 2. Identity and Background.
This statement is being
filed by and on behalf of Wenzhao Lu (“Reporting Person”).
The address of the principal
office of the Reporting Person is c/o Avalon Globocare Corp., 83 South Street, Suite 101, Freehold, New Jersey 97728.
Reporting Person is principally
involved in the business of consulting.
Reporting Person is a citizen
of the United States.
Reporting Person is an
accredited investor.
During the last five years,
Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
On
October
19, 2016
, the Reporting Person acquired 30,000,000 shares of common stock of Issuer in connection with that certain Share
Exchange Agreement entered into between Issuer and Avalon Healthcare System, Inc.
(“AHS”)
and the AHS shareholders pursuant to which Issuer acquired 100% of the outstanding securities of AHS in exchange for shares of
Issuer's common stock.
On September 14, 2016, AHS entered into a stock purchase agreement
with Issuer to acquire 1,500,000 shares of restricted common stock (the “AHS Shares”) of Issuer owned by Yair Gutman.
AHS subsequently assigned 900,000 of the AHS Shares to
the Reporting Person
. On April
20, 2017 the Reporting Person sold 5,000,000 shares of common stock in a private transaction to an accredited investor in consideration
of $2,500,000.
The issuances of the securities
by the Company to the Reporting Person were made in reliance upon exemptions from registration pursuant to section 4(2) under the
Securities Act of 1933 and/or Rule 506 promulgated under Regulation D thereunder. The Reporting Person is an accredited investor
as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.
The Reporting Person acquired
beneficial ownership of the Securities with his own funds.
The Reporting Person did
not acquire beneficial ownership of any Securities with borrowed funds.
Item 4. Purpose of Transaction.
The Reporting Person has
acquired the Securities of the Issuer for investment purposes, and such purchases have been made in the Reporting Person’s
ordinary course of business.
Item 5. Interest in Securities of the Issuer.
As of April 20, 2017, Reporting Person beneficially
owned 25,900,000 or 40.1% of Issuer’s common stock.
Except as described in this Schedule 13D, Reporting
Person has not effectuated any other transactions involving the securities in the last 60 days.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Other than as described in this Schedule 13D,
there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any
other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit
No.
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Description of Exhibit
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10.1
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Stock Purchase Agreement by and between Avalon Healthcare System, Inc. and Yair Gutman dated September 9, 2016
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10.2
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Share Exchange Agreement dated as of October 19, 2016 by and among Avalon Healthcare System, Inc., the
shareholders of Avalon Healthcare System, Inc. and Avalon Globocare Corp. (1)
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10.3
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Letter Agreement between Wenzhao Lu and EveraldVest LLC
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(1)
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Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 19, 2016.
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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 accurate.
April 20, 2017
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/s/ Wenzhao Lu
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Wenzhao Lu
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