Statement of Beneficial Ownership (sc 13d)
August 02 2017 - 10:29AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO
RULE 13d-2(a)
AVALON GLOBOCARE CORP.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(Title of Class of Securities)
05344R 104
(CUSIP Number)
c/o Avalon Globocare Corp.
83 South Street, Suite 101, Freehold, New
Jersey 97728
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
April 20, 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 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.
(Continued on following pages)
(Page 1of 4 Pages)
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
EveraldVest LLC
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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
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7
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SOLE VOTING POWER
5,000,000
(1)
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BENEFICIALLY
OWNED BY
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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
5,000,000
(1)
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PERSON WITH
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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
5,000,000
(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)
7.7% (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 5,000,000 shares of common stock.
(2) Percentage of class calculated based
on an aggregate of 64,628,622 shares issued and outstanding as of July 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 EmeraldVest LLC (“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
owned by Yancen Lu and serves as an investment vehicle for Mr. Lu.
Reporting Person is
a limited liability company formed under the laws of Delaware.
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
April 20, 2017 the Reporting Person acquired 5,000,000 shares of common stock in a private transaction from an accredited investor
in consideration of $2,500,000.
The Reporting Person
acquired beneficial ownership of the Securities with its 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 July 27, 2017, Reporting Person beneficially
owned 5,000,000 or 7.7% 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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Letter
Agreement between Wenzhao Lu and EveraldVest LLC
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(1) Incorporated
by reference to the Schedule 13D t filed with the Securities and Exchange Commission by Wenzhao Lu on April 20, 2017.
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.
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July 28, 2017
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Emerald Vest LLC
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/s/ Yancen Lu
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Name: Yancen Lu
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Title: Manager
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