Form SC 13D - General statement of acquisition of beneficial ownership
11 June 2024 - 7:22AM
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
23, 2024 |
| (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
Kun
Peng XJ 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)
WC |
| 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
39,905,162 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
39,905,162 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,905,162 |
| 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)
9.98%(1) |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
3 of 6 |
| 1 |
NAME
OF REPORTING PERSON
Xiujin
Wang |
| 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
39,905,162
(2) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
39,905,162
(2) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,905,162
(2) |
| 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)
9.98%(1) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) |
Based
on 400,000,000 shares of common stock of the Issuer issued and outstanding as of the date of filing this Schedule 13D. |
| |
|
| (2) |
Calculated in accordance with the SEC’s rules for calculating “beneficial ownership,” which requires
Ms. Wang to include the 39,905,162 shares owned of record by Kun Peng XJ Limited in her beneficial ownership by virtue of her position
as sole director and sole shareholder of Kun Peng XJ Limited. |
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
4 of 6 |
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. |
Kun
Peng XJ Limited, which is incorporated under the laws of the British Virgin Islands. |
| |
ii. |
Xiujin
Wang, an individual who is a citizen of the PRC. |
| (b) |
The
principal business address of the Reporting Persons is Room 501, Unit 3, Building 7, Xicheng Nianhua Apartment, Xihu District, Hangzhou
City, Zhejiang Province, PRC. |
| |
|
| (c) |
Present
Principal Occupation: Xiujin Wang is a businesswoman. Kun Peng XJ 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:
Xiujin Wang is a citizen of the People’s Republic of China. Kun Peng XJ Limited is incorporated under the laws of the British
Virgin Islands. |
Item
3. Source and Amount of Funds or Other Consideration
Kun
Peng XJ Limited paid US$1,037,534.21, or US$0.026 per share, for 39,905,162 shares of the Issuer out of working capital.
Xiujin
Wang beneficially owns the shares owned of record by Kun Peng XJ Limited by virtue of her status as the sole director and sole shareholder
of Kun Peng XJ Limited and, therefore, paid no consideration for those shares.
Item
4. Purpose of Transaction
The
Reporting Persons hold all shares of the Issuer owned by them for investment purposes.
| CUSIP
No. 12672T 108 |
|
13D |
|
Page
5 of 6 |
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) |
On
May 23, 2024, Kun Peng XJ Limited purchased 39,905,162 shares of common stock of the Issuer for an aggregate cash consideration of
US$1,037,534.21, or US$0.026 per share. The shares were purchased from a stockholder of the Issuer in a private transaction. Xiujin
Wang beneficially owns the shares by virtue of her status as the sole director and sole shareholder of Kun Peng XJ Limited. |
| |
|
| (d) |
As
of the date of filing 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.
Item
7. Material to be Filed as Exhibits
| 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:
June 8, 2024 |
Kun
Peng XJ Limited |
| |
|
|
| |
By: |
/s/
Xiujin Wang |
| |
|
Xiujin
Wang, Director |
| Date:
June 8, 2024 |
/s/
Xiujin Wang |
| |
Xiujin
Wang |
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.
| June 8, 2024 |
KUN PENG XJ LIMITED |
| |
|
| |
By: |
/s/ Xiujin Wang |
| |
|
Xiujin Wang, Director |
| |
|
|
| June 8, 2024 |
/s/ Xiujin Wang |
| |
Xiujin Wang |
Kun Peng (QB) (USOTC:KPEA)
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