Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

JIN WAN HONG INTERNATIONAL HOLDINGS LIMITED

(Name of Issuer)

  

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

 

47760R101

(CUSIP Number)

 

Shufeng Lu

No. 10, Di-run Road, Jin-shui District

Zhengzhou City, Henan Province

China 450018

+86 18638767939

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 15, 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)

 

  

 

CUSIP No. 47760R101

13D

 

1	NAME OF REPORTING PERSON   Shufeng Lu
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP   (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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   6,700,000 (1)
		8		SHARED VOTING POWER   33,500,000 (1)
		9		SOLE DISPOSITIVE POWER   6,700,000 (1)
		10		SHARED DISPOSITIVE POWER   33,500,000 (1)

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   40,200,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   53.5% (1)
14	TYPE OF REPORTING PERSON   IN

 

(1)

As of the date of this Statement, the Reporting Person, in his individual capacity, holds 6,700,000 shares of common stock of the Issuer, and for the purposes of Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own, 33,500,000 shares of common stock held by Tea Mountain Investment (BVI) Co. Limited an entity in which the Reporting Person holds voting and dispositive power over the securities held by such entity.

 

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CUSIP No. 47760R101

13D

    

1	NAME OF REPORTING PERSON   Tea Mountain Investment (BVI) Co. Limited
2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP   (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   BVI

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7		SOLE VOTING POWER   33,500,000
		8		SHARED VOTING POWER   0
		9		SOLE DISPOSITIVE POWER   33,500,000
		10		SHARED DISPOSITIVE POWER   0

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   33,500,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   44.6%
14	TYPE OF REPORTING PERSON   CO

 

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Item 1. Security and Issuer

 

The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.001 per share, of Jin Wan Hong International Holdings Limited, a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is Room 1101, Block E, Guang Hua Yuan, 2031 Bin He Nan Road, FuTian District, Shenzhen City, China.

 

Item 2. Identity and Background

 

(a) This statement is being filed by Shufeng Lu and Tea Mountain Investment (BVI) Co. Limited (collectively the “Reporting Person”).

 

(b) Mr. Lu’s business address is No. 10, Di-run Road, Jin-shui District, Zhengzhou City, Henan Province, China 450018 and the business address for Tea Mountain Investment (BVI) Co. Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

 

(c) The present principle occupation of Mr. Lu is President and Director of the Issuer.

 

(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Persons have not 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 violations with respect to such laws.

 

(f) Mr. Lu is a citizen of China. Tea Mountain Investment (BVI) Co. Limited was incorporated under the laws of the British Virgin Islands.

 

Item 3. Source and Amount of Funds or Other Considerations

 

Mr. Lu acquired 6,700,000 shares through a purchase of the shares from another individual, using his personal funds. Tea Mountain Investment (BVI) Co. Limited acquired 33,500,000 shares in connection with the closing of the transactions contemplated in the share exchange agreement by and between the Issuer and Jin Wan Hong (BVI) International Holdings Limited dated March 6, 2019. Tea Mountain Investment (BVI) Co. Limited, was the Fifty Percent (50%) owner of Jin Wan Hong (BVI) International Holdings Limited, and as such received 33,500,000 shares in exchange for its holdings in Jin Wan Hong (BVI) International Holdings Limited.

 

Item 4. Purpose of Transaction

 

All of the Issuer’s securities owned by the Reporting Persons have been acquired for investment purposes only. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider his positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, they have no present intention of doing so.

 

Item 5. Interest in Securities of the Issuer.

 

(a)	As of the date hereof, the Shufeng Lu beneficially owns 40,200,000, (together with Tea Mountain Investment (BVI) Co. Limited) shares of the Issuer’s common stock, which represents approximately 53.5% of the Issuer’s common stock. This beneficial ownership includes:
	(i) 6,700,000 shares of the Issuer’s common stock are held in the name of the Shufeng Lu; and (ii) 33,500,000 shares of the Issuer’s common stock held by Tea Mountain Investment (BVI) Co. Limited.   This beneficial ownership excludes: 30,150,000 shares of the Issuer’s common stock held by an entity owned by the wife of the Shufeng Lu.
(b)	Shufeng Lu may be deemed to hold sole voting and dispositive power over 6,700,000 shares of common stock of the Issuer, and shared voting and dispositive power over 33,500,000 shares of common stock of the Issuer held by Tea Mountain Investment (BVI) Co. Limited.

 

(c)	Transactions in the securities effected during the past sixty days: None.

 

(d)	To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 40,200,000 shares of common stock reported in Item 5(a).
(e)	The date on which the Reporting Persons ceased to be beneficial owner of more than five percent of the class of securities: Not applicable.

 

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Except for the agreements described in Item 4 and Item 5 of this Schedule 13D there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the Person with whom such contracts, arrangements, understandings or relationships have been entered into.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit Number		Description
10.01*		Share Exchange Agreement dated as of March 6, 2019 between Jin Wan Hong International Holdings Limited, Jin Wan Hong (BVI) International Holdings Limited and the shareholders of Jin Wan Hong (BVI) International Holdings Limited.
99.1		Joint Filing Agreement with Shufeng Lu and Tea Mountain Investment (BVI) Co. Limited.

 

* Filed as an exhibit to Jin Wan Hong International Holdings Limited Form 8-K filed with the SEC on March 14, 2019.

 

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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.

 

Dated: December 17, 2019		/s/ Shufeng Lu
		Shufeng Lu

 

	Tea Mountain Investment (BVI) Co. Limited
Dated: December 17, 2019	By:	/s/ Shufeng Lu
	Name:	Shufeng Lu
	Title:	Director

 

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