13D Filing: Junwei Zheng and Kiwa Bio-Tech Products Group Corp

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

SCHEDULE
13D

 

Under
the Securities Exchange Act of 1934

 

KIWA
BIO-TECH PRODUCTS GROUP CORPORATION

(Name
of Issuer)

 

Common
Stock, par value $0.001 per share

(Title
of Class of Securities)

 

49834X
205

(CUSIP
Number)

 

Junwei
Zheng

No.
Room 1503

HuichengCommerce
Tower

No.
839, Xiahe Road

Siming
District, Xiamen

Zip
361000, China

(626)
715-5855

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

March
31, 2017

(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 [
]

 

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).

 

 

 

1	NAME OF REPORTING PERSON Junwei Zheng
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)       [  ] (b)       [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS* OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Peoples Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 920,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 920,000
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 920,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.58%
14	TYPE OF REPORTING PERSON (See Instructions) IN

 

Item
1. Security and Issuer.

 

The
statement (“Statement”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”),
of Kiwa Bio-Tech Products Group Corporation, a Delaware corporation (the “Issuer” or the “Company”). The
principal executive office of the Issuer is located at 310 N. Indian Hill Blvd., #702, Claremont, California 91711.

 

Item
2. Identity and Background

 

The
Statement is being filed by Junwei Zheng (“Mr. Zheng”) with an address at No. Room 1503, Huicheng Commerce Tower,
No. 839, Xiahe Road, Siming District, Xiamen, Zip 361000, China. Mr.
Zheng is a citizen of the Peoples Republic of China.

 

During
the last five years Mr. Zheng 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 as a result of which proceeding he 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.

 

Mr.
Zheng acquired
the reported 920,000 shares of the Company’s common stock by purchasing the
shares in a private placement from the Company for an aggregate price of US$1,000,000.00.

 

Item
4. Purpose of Transaction.

 

Mr.
Zheng does
not have any current plans or proposals which
relate to or would result in: (a) the acquisition by Mr. Zheng of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer,
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 Issuer; (f) any other material change in the Issuer’s
business or corporate structure; (g) any change in the Issuer’s charter,
bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer 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 Issuer 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)       As
of the date hereof, Mr. Zheng beneficially
owns 920,000 shares of the issued and outstanding common stock of the Company. Such
amount represents 9.58% of the total issued and outstanding shares of the Company’s
common stock as of the date hereof.

 

(b)        Mr. Zheng holds sole voting and dispositive power over the Shares.

 

(c)       Other
than disclosed below,
there were no transactions by Mr. Zheng
in the Issuer’s Common Stock during the last 60 days:

 

None.

 

(d)       No
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, the securities of the Issuer owned by Mr. Zheng.

 

(e)        Not applicable.

 

Item
6. Contracts, Agreements, Understandings or Relationships With
Respect to Securities of the Issuer.

 

To
the knowledge of Mr.
Zheng, there are no contracts,
arrangements, understandings or relationships (legal or otherwise), 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 losses, or the giving or withholding of proxies between Mr.
Zheng and/or any other person, with respect to any securities of the Company.

 

Item
7. Material to be Filed as Exhibits.

 

Not
applicable.

 

 

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: April 4, 2017
/s/ Junwei Zheng
Junwei Zheng