Amended Statement of Beneficial Ownership (sc 13d/a)
April 22 2019 - 5:02PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
(Amendment
No. 2)
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.
4400
Route 9 South, Suite 3100, Freehold, New Jersey 07728
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
April
18, 2019
(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 1 of 4 Pages)
CUSIP No. 05344R 104
|
13D
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Page 2 of 4 Pages
|
1
|
NAME OF REPORTING PERSONS
Wenzhao Lu
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐
|
3
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SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS* OO
|
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5
|
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
|
7
|
SOLE VOTING POWER
27,900,000
(1)
|
BENEFICIALLY
OWNED BY
PERSON WITH
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
27,900,000
(1)
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,900,000
(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.8% (2)
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
|
(1)
|
As
of the date of the event which requires filing of this Schedule 13D, the Reporting Person beneficially owns
27,900,000 shares of common stock.
On April 18, 2019 the Reporting Person acquired 2,000,000
shares of common stock in a private transaction from an unaffiliated accredited investor in consideration of $2,000,000.
|
|
(2)
|
Percentage
of class calculated based on an aggregate of 73,820,539 shares issued and outstanding as of March 26, 2019, 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., 4400 Route 9 South, Suite 3100, Freehold, New Jersey 07728.
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., 4400 Route 9 South, Suite 3100, Freehold,
New Jersey 07728.
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
April 18, 2019 the Reporting Person acquired 2,000,000 shares of common stock in a private transaction from an unaffiliated accredited
investor in consideration of $2,000,000.
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 the date hereof, Reporting Person beneficially owned 27,900,000 or 37.8% 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.
None.
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
22, 2019
|
/s/
Wenzhao Lu
|
|
Wenzhao
Lu
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Page 4 of 4
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