Form SC 13G - Statement of Beneficial Ownership by Certain Investors
27 November 2024 - 4:17AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 0)*
DFP
HOLDINGS LIMITED
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
251939104
(CUSIP
Number)
1/F,
No.22, Lane 50, Section 3, Nangang Road, Nangang District, Taipei City 115607, Taiwan
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
August
29, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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. 251939104 |
|
13G |
|
Page
2 of 5 Pages |
1. |
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Leader
Capital Holdings Corp. |
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
|
SEC
USE ONLY
|
4. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada,
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
|
SOLE
VOTING POWER
15,000,000 |
6. |
|
SHARED
VOTING POWER
0 |
7. |
|
SOLE
DISPOSITIVE POWER
15,000,000 |
8. |
|
SHARED
DISPOSITIVE POWER
0 |
9. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,000,000 |
10. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.919% |
12. |
|
TYPE
OF REPORTING PERSON (see instructions)
CO |
CUSIP
No. 251939104 |
|
13G |
|
Page
3 of 5 Pages |
Item
1.
|
(a) |
Name
of Issuer |
|
|
DFP
Holdings Limited |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices |
|
|
1/F,
No.22, Lane 50, Section 30, Nangang Road,
Nangang
District, Taipei City 115607, Taiwan |
Item
2.
|
(a) |
Name
of Person Filing |
|
|
Leader
Capital Holdings Corp. |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence |
|
|
Suire
2311, 23/F, BEA Tower Millennium City 5, 418 Kwan Tong Road, Kwun Tong, Kowloon, Hong Kong |
|
|
|
|
(c) |
Citizenship |
|
|
USA |
|
|
|
|
(d) |
Title
of Class of Securities |
|
|
Common
Stock, $0.0001 par value |
|
|
|
|
(e) |
CUSIP
Number |
|
|
251939104 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a) |
☐ |
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
☐ |
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(c) |
☐ |
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
|
|
|
|
(d) |
☐ |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
|
|
|
|
(e) |
☐ |
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
|
|
|
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(i i)(F); |
|
|
|
|
|
(g) |
☐ |
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
|
|
|
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
|
|
|
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3); |
|
|
|
|
|
(j) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned: 15,000,000 |
|
|
|
|
|
(b) |
Percent
of class: 6.919% |
|
|
|
|
|
(c) |
Number
of shares as to which the person has: 15,000,000 |
|
|
|
|
|
|
(i) |
Sole
power to vote or to direct the vote . |
|
|
|
15,000,000 |
|
|
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote . |
|
|
|
0 |
|
|
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of . |
|
|
|
15,000,000 |
|
|
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of . |
|
|
|
0 |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
CUSIP
No. 251939104 |
|
13G |
|
Page
4 of 5 Pages |
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
If
any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
If
a group has filed this schedule pursuant to § 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating
the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or
Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
Not
applicable.
Item
10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 251939104 |
|
13G |
|
Page
5 of 5 Pages |
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.
|
November
26, 2024 |
|
Date |
|
|
|
/s/
Jeff Lin |
|
Signature |
|
|
|
CEO |
|
Name/Title |
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