Statement of Beneficial Ownership (sc 13d)
June 07 2022 - 11:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
KING RESOURCES, INC.
|
(Name of Issuer)
|
Common Stock, $0.001 par value per
share |
(Title of Class of Securities)
|
495660102 |
(CUSIP Number)
|
Unit 1813, 18/F, Fo Tan Industrial Centre
26-28 Au Pui Wan Street
Fo Tan, Hong Kong
+ 852 3585 8905
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
May 25, 2022 |
(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-l(f) or 240.13d-l(g), check the following box. o
|
*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. |
495660102 |
1. Names of Reporting
Persons. |
SILVER BLOOM PROPERTIES LIMITED
|
|
2. Check the Appropriate
Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC Use
Only |
4. Source of Funds:
WC |
|
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o |
|
6. Citizenship or Place of
Organization: HONG KONG |
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power; |
2,126,865,672
|
|
8. Shared Voting Power |
0 |
|
9. Sole Dispositive Power |
2,126,865,672
|
|
10. Shared Dispositive
Power |
0 |
|
11. Aggregate Amount
Beneficially Owned by Each Reporting Person:
2,126,865,672 |
|
12. Check if the Aggregate
Amount in Row (11) Excludes Certain
Shares o |
|
13. Percent of Class
Represented by Amount in Row (11): 44.238% |
|
14. Type of Reporting
Person: CO |
|
|
|
|
CUSIP No. |
495660102 |
1. Names of Reporting
Persons. |
LUNG Yuen
|
|
2. Check the Appropriate
Box if a Member of a Group |
(a) o |
(b) o |
|
3. SEC Use
Only |
4. Source of Funds:
WC |
|
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o |
|
6. Citizenship or Place of
Organization: HONG KONG |
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power; |
0
|
|
8. Shared Voting Power |
2,126,865,672 |
|
9. Sole Dispositive Power |
0
|
|
10. Shared Dispositive
Power |
2,126,865,672 |
|
11. Aggregate Amount
Beneficially Owned by Each Reporting Person:
2,126,865,672 |
|
12. Check if the Aggregate
Amount in Row (11) Excludes Certain
Shares o |
|
13. Percent of Class
Represented by Amount in Row (11): 44.238% |
|
14. Type of Reporting
Person: IN |
|
|
|
|
Item I. Security and Issuer
The class of equity securities to which this statement relates is
the common stock, $0.001 par value per share (the "Common Stock"),
of King Resources, Inc., a Delaware corporation (the "Company").
The principal executive office of the Company is located at Unit
1813, 18/F, Fo Tan Industrial Centre, 26-28 Au Pui Wan Street,
Fo
Tan, Hong Kong.
Item 2. Identity and Background
|
(a) |
This Schedule 13D is being filed by
Silver Bloom Properties Limited ("SB"), and LUNG Yuen
(collectively, the "Reporting Persons"). |
|
(b) |
The address of the principal
business of the Reporting Persons is Unit 1813, 18/F, Fo Tan
Industrial Centre, 26-28 Au Pui Wan Street, Fo Tan, Hong Kong. |
|
(c) |
SB is a Hong Kong private limited
liability company. It is wholly owned by LUNG Yuen, who serves as
its sole executive officer and director. Ms. LUNG's principal
occupation is a director and businesswoman. |
|
(d) |
During the
last five years, none of the Reporting Persons have been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
|
(e) |
During the
last five years, none of the 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) |
Ms. LUNG is a citizen of Hong Kong.
SB was incorporated under the laws of Hong Kong. |
Item 3. Source and
Amount of Funds or Other Consideration
On December 15, 2021, the Company acquired 50,000 shares of
Powertech Management Limited, a limited liability company organized
under the laws of the British Virgin Islands (“Powertech”),
representing all of its issued and outstanding securities, from its
shareholders Silver Bloom Properties Limited and FU Wah in exchange
for 2,835,820,896 shares of our Common Stock. In connection with
the acquisition, each of Silver Bloom Properties Limited and FU Wah
received 2,126,865,672 and 708,955,224 shares of our Common Stock,
respectively. Powertech operates its smart power supply business
through its wholly owned subsidiary Powertech Corporation Limited,
a limited liability company organized under the laws of Hong Kong.
The Company relied on the exemption from registration pursuant to
Section 4(2) of, and Regulation D and/or Regulation S promulgated
under the Act in selling the Company's securities to the
shareholders of Powertech.
Prior to the Share Exchange, the Company was considered as a shell
company due to its nominal assets and limited operation. As a
result of our acquisition of Powertech, the Company entered into
the smart power supply business.
The funds used to acquire the foregoing shares of common stock of
the Company were provided through SB's working capital.
Item 4. Purpose of Transaction
The acquisition by the Reporting Persons of the Shares (as
hereinafter defined) as described herein was effected because of
the belief that the Shares represent an attractive investment.
Depending on prevailing market, economic and other conditions, the
Reporting Persons may from time to time acquire additional Shares
or engage in discussions with the Company concerning future
acquisitions of shares of its capital stock. Such acquisitions may
be made by means of open-market purchases, privately negotiated
transactions, direct acquisitions from the Company or otherwise.
The Reporting Persons intend to review its or her investment in the
Company on a continuing basis and, depending upon the price and
availability of shares of the Company's capital stock, subsequent
developments affecting the Company, the Company's business and
prospects, other investment and business opportunities available to
the Reporting Persons, general stock market and economic
conditions, tax considerations and other factors considered
relevant, may decide at any time to increase or to decrease the
size of her investment in the Company.
As a significant stockholder in the Company, SB and Ms. LUNG may
vote its or her shares or otherwise cause the Company to enter into
acquisitions and strategic partnerships to expand the business of
the Company. These acquisitions or strategic partnerships may be
funded through the issuance of additional securities of the
Company, working capital or a combination of both.
Additional Disclosure
Except as set forth above in this statement, none of the Reporting
Persons has any plans or proposals that relate to or would result
in: (a) the acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company; (b)
an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries; (d) any change in the
present Board or management of the Company, 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 Company;
(f)
any other material change in the Company's business or corporate
structure; (g) changes in the Company's charter, by-laws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; (i)
a class of equity securities of the Company 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 the Issuer
|
(a) |
The percentages used herein are
calculated based upon 4,807,802,061 shares of the Common Stock
outstanding as of May 31, 2022. |
|
(b) |
SB is the
direct owner of 2,126,865,672 shares of Common Stock (the "Shares")
representing approximately 44.238% of the outstanding shares of
Common Stock and has the sole power to vote or to direct the vote
and to dispose or direct the disposition of the Shares. Ms. LUNG is
the sole shareholder, executive officer and director of SB and is
deemed to have beneficial ownership of the Shares. Ms. LUNG has
shared power to vote or to direct the vote and to dispose or to
direct the disposition of the Shares. |
|
(c) |
The Reporting Persons did not
effect any transactions in the Shares during the sixty days before
the date of this Schedule 13D. |
|
(d) |
Except as
set forth in this Item 5, no person other than the Reporting
Persons 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 Shares. |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The disclosures set forth in Item 4 hereinabove is hereby
incorporated by reference herein.
Item 7.
Material to be Filed as Exhibits
None
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: June 7, 2022 |
Silver Bloom Properties Limited |
|
|
|
/s/LUNG Yuen
|
|
LUNG Yuen |
|
Its: Director |
|
|
Dated: June 7, 2022 |
/s/LUNG Yuen
|
|
LUNG Yuen |
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