Filing Details
- Accession Number:
- 0001654954-18-011392
- Form Type:
- 13D Filing
- Publication Date:
- 2018-10-19 13:19:16
- Filed By:
- Chan Heng Fai Ambrose
- Company:
- Sed Intelligent Home Inc. (LON:SEDH)
- Filing Date:
- 2018-10-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SeD Home International, Inc | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
| Singapore eDevelopment Limited | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
| Hengfai Business Development Pte. Ltd | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
| Hengfai International Pte. Ltd | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
| HF Enterprises Inc | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
| HFE Holdings Limited | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
| Fai H. Chan | 704,015,730 | 0 | 704,015,730 | 0 | 704,015,730 | 99.99% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SeD Intelligent Home Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
81517W105
(CUSIP Number)
Fai H. Chan
c/o Singapore eDevelopment Limited
7 Temasek Boulevard #29-01B, Suntec Tower One
Singapore 038987
011 65 6333 9181
(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
December 29, 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: ☐
NOTE: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-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 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. 81517W105
|
(1) |
Name of reporting person:
SeD Home International, Inc. | | ||
|
(2) |
Check the appropriate box if a member of a group
(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:
Delaware | | ||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | |
|
(8) |
Shared Voting Power:
0 | | ||
|
(9) |
Sole dispositive power:
704,015,730 | | ||
|
(10) |
Shared dispositive power:
0 | | ||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | ||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | ||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | ||
|
(14) |
Type of reporting person:
CO | | ||
| | | |||
| (1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | |||
| CUSIP
No. 81517W105 | | |||
|
(1) |
Name of reporting person:
Singapore eDevelopment Limited | | ||
|
(2) |
Check the appropriate box if a member of a group
(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:
Singapore | | ||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | |
|
(8) |
Shared Voting Power:
0 | | ||
|
(9) |
Sole dispositive power:
704,015,730 | | ||
|
(10) |
Shared dispositive power:
0 | | ||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | ||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | ||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | ||
|
(14) |
Type of reporting person:
CO | | ||
| | | |||
|
(1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | |||
| CUSIP
No. 81517W105 | |||||
|
(1) |
Name of reporting person:
Hengfai Business Development Pte. Ltd. | | |||
|
(2) |
Check the appropriate box if a member of a group
(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:
Singapore | | |||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | ||
|
(8) |
Shared Voting Power:
0 | | |||
|
(9) |
Sole dispositive power:
704,015,730 | | |||
|
(10) |
Shared dispositive power:
0 | | |||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | |||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | |||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | |||
|
(14) |
Type of reporting person:
CO | | |||
| | | ||||
|
(1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | ||||
| CUSIP
No. 81517W105 | |||||
|
(1) |
Name of reporting person:
Hengfai International Pte. Ltd. | | |||
|
(2) |
Check the appropriate box if a member of a group
(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:
Singapore | | |||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | ||
|
(8) |
Shared Voting Power:
0 | | |||
|
(9) |
Sole dispositive power:
704,015,730 | | |||
|
(10) |
Shared dispositive power:
0 | | |||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | |||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | |||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | |||
|
(14) |
Type of reporting person:
CO | | |||
| | | ||||
|
(1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | ||||
|
CUSIP No. 81517W105 | | ||||
|
(1) |
Name of reporting person:
HF Enterprises Inc. | | |||
|
(2) |
Check the appropriate box if a member of a group
(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:
Delaware | | |||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | ||
|
(8) |
Shared Voting Power:
0 | | |||
|
(9) |
Sole dispositive power:
704,015,730 | | |||
|
(10) |
Shared dispositive power:
0 | | |||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | |||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | |||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | |||
|
(14) |
Type of reporting person:
CO | | |||
| | | ||||
|
(1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | ||||
|
CUSIP No. 81517W105 | | ||||
|
(1) |
Name of reporting person:
HFE Holdings Limited | | |||
|
(2) |
Check the appropriate box if a member of a group
(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:
Hong Kong | | |||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | ||
|
(8) |
Shared Voting Power:
0 | | |||
|
(9) |
Sole dispositive power:
704,015,730 | | |||
|
(10) |
Shared dispositive power:
0 | | |||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | |||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | |||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | |||
|
(14) |
Type of reporting person:
CO | | |||
| | | ||||
|
(1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | ||||
|
CUSIP No. 81517W105 | | ||||
|
(1) |
Name of reporting person:
Fai H. Chan | | |||
|
(2) |
Check the appropriate box if a member of a group
(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:
Singapore | | |||
|
Number of
shares
beneficially
owned by
each
reporting
person
with |
(7) |
Sole Voting Power:
704,015,730 | | ||
|
(8) |
Shared Voting Power:
0 | | |||
|
(9) |
Sole dispositive power:
704,015,730 | | |||
|
(10) |
Shared dispositive power:
0 | | |||
|
(11) |
Aggregate amount beneficially owned by each reporting
person:
704,015,730 | | |||
|
(12) |
Check box if the aggregate amount in Row (11) excludes certain
shares ☐ | | |||
|
(13) |
Percent of class represented by amount in Row (11):
99.99%(1) | | |||
|
(14) |
Type of reporting person:
IN | | |||
| | | ||||
|
(1) Based
on 704,043,324 shares of the Issuer’s common stock issued and
outstanding as of October 1, 2018. | | ||||
| Item 1. Security and Issuer. | |
This
statement relates to the common stock, $0.001 par value, of SeD
Intelligent Home Inc., formerly known as Homeownusa, a Nevada
corporation (the “Company”). The Company’s
address is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 and
its telephone number is 301-971-3940.
| Item 2. Identity and Background. | |
(a)
This
Schedule 13D is filed by (i) SeD Home International, Inc.; (ii)
Singapore eDevelopment Limited; (iii) Hengfai Business Development
Pte. Ltd; (iv) Hengfai International Pte. Ltd.; (v) HF Enterprises
Inc..; (vi) HFE Holdings Limited; and (vii) Fai H. Chan. Each of
the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting
Persons.”
(b)
The
business addresses of the Reporting Persons are as
follows:
(i)
SeD
Home International, Inc. is 4800 Montgomery Lane, Suite 210,
Bethesda, MD 20814.
(ii)
Singapore
eDevelopment Limited is 7 Temasek Boulevard #29-01B, Suntec Tower
One, Singapore 038987.
(iii)
Hengfai
Business Development Pte. Ltd is c/o Singapore eDevelopment
Limited, 7 Temasek Boulevard #29-01B, Suntec Tower One, Singapore
038987.
(iv)
Hengfai
International Pte. Ltd. is c/o Singapore eDevelopment Limited, 7
Temasek Boulevard #29-01B, Suntec Tower One, Singapore
038987.
(v)
HF
Enterprises Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD
20814.
(vi)
HFE Holdings Limited is Unit B,
17th Floor, Greatmany Centre, 109-111
Queen’s Road East, Wan Chai, Hong Kong.
(vii)
Fai
H. Chan is c/o Singapore eDevelopment Limited, 7 Temasek Boulevard
#29-01B, Suntec Tower One, Singapore 038987.
(c)
(i)
and (ii): Singapore eDevelopment Limited is a diversified holding
company in Singapore and SeD Home International, Inc. is one of its
wholly-owned subsidiaries. (iii), (iv), (v) and (vi): Hengfai
Business Development Pte. Ltd is the majority shareholder of
Singapore eDevelopment Limited and is wholly owned by Hengfai
International Pte. Ltd.; Hengfai International Pte. Ltd. is wholly
owned by HF Enterprises Inc.; HF Enterprises Inc. is a diversified
holding company which is wholly owned by HFE Holdings Limited; HFE
Holdings Limited is a holding company owned by Fai H. Chan. (vii)
Fai H. Chan is the Chairman and Chief Executive Officer of
Singapore eDevelopment Limited and is the Chairman and Chief
Executive Officer of HF Enterprises Inc.
(d)
No
Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No
Reporting Person has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, were or are
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)
Fai
H. Chan is a citizen of Singapore; SeD Home International, Inc. is
a Delaware corporation; Singapore eDevelopment Limited is a
Singapore limited company; Hengfai Business Development Pte. Ltd is
a Singapore limited company; Hengfai International Pte. Ltd. is a
Singapore limited company; HF Enterprises Inc. is a Delaware
corporation; and HFE Holdings Limited is a Hong Kong limited
company.
| Item 3. Source and Amount of Funds or Other
Consideration. | |
On
December 31, 2013, the Company’s sole director and officer
and nine other shareholders sold their interest in the Company to
CloudBiz International Pte, Ltd (“CloudBiz”), a
Singapore entity controlled by Fai H. Chan, one of the Reporting
Persons. The total number of shares purchased by CloudBiz was
15,730 shares, which represented a 69% interest in the
Company’s issued and outstanding common stock as of such
date.
On
July 7, 2014 CloudBiz invested $37,000 in the Company. For such
investment, CloudBiz received an additional 74 million shares of
the Company’s common stock. On December 22, 2016 Cloudbiz
transferred 74,015,730 common shares to Singapore eDevelopment
Limited, a limited company in Singapore, which is one of the
Reporting Persons and of which Fai H. Chan, one of the Reporting
Persons, is the Chairman and Chief Executive Officer. Fai H. Chan
is also the majority shareholder of Singapore eDevelopment Limited,
through a Singapore entity called Hengfai Business Development Pte.
Ltd. Hengfai Business Development Pte. Ltd. is wholly owned by
another Singapore entity called Hengfai International Pte. Ltd.
Singapore eDevelopment Limited subsequently contributed its
ownership in the Company to its subsidiary SeD Home International,
Inc., which is currently the controlling shareholder of the
Company. As a resulting, Fai H. Chan, one of the Reporting Persons,
remains in control of the Company.
On
December 29, 2017, the Company, SeD Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of the Company (the
“Merger Sub”), SeD Home Inc. (“SeD Home”),
a Delaware corporation, and SeD Home International, Inc., a
Delaware corporation entered into an Acquisition Agreement and Plan
of Merger (the “Agreement”) pursuant to which the
Merger Sub was merged with and into SeD Home, with SeD Home
surviving as a wholly-owned subsidiary of the Company. The closing
of this transaction (the “Closing”) also took place on
December 29, 2017 (the “Closing Date”). Prior to the
Closing, SeD Home International, Inc. was the owner of 100% of the
issued and outstanding common stock of SeD Home and was also the
owner of 99.96% of the Company’s issued and outstanding
common stock. The Company acquired all of the outstanding common
stock of SeD Home Inc. from SeD Home International, Inc. in
exchange for issuing to SeD Home International, Inc. 630,000,000
shares of the Company’s common stock. Accordingly, SeD Home
International, Inc. remains the Company’s largest
shareholder, owning 99.99% of the Company, and the Company is now
the sole shareholder of SeD Home.
On
October 1, 2018, Hengfai International Pte. Ltd. was acquired from
Fai H. Chan by HF Enterprises Inc., an entity also under Mr.
Chan’s control. Accordingly, following the October 1, 2018
transaction, Fai H. Chan continues to control the
Company.
| Item 4. Purpose of Transaction. | |
The
information set forth in Item 3, above, is hereby incorporated
herein by reference thereto.
The
shares acquired by Cloudbiz on December 31, 2013 were acquired to
gain a controlling interest in the Company. Following the
acquisition of shares by Cloudbiz on December 31, 2013, the
Company’s sole director and officer resigned and Mr. Conn
Flanigan was appointed as the Company’s Chief Executive
Officer and sole director.
On
January 10, 2017, the Company’s Board of Directors appointed
Fai H. Chan as Director. On March 10, 2017, Mr. Rongguo (Ronald)
Wei, CPA, was appointed as the Chief Financial Officer of the
Company.
In
connection with the acquisition of SeD Home on December 29, 2017,
the Company has appointed new officers and directors. Fai H. Chan
and Moe T. Chan will now serve as co-Chief Executive Officers;
(Ronald) Wei and Alan W. L. Lui will serve as Co-Chief Financial
Officers, and the Company’s Board of Directors will include
Fai H. Chan, Moe T. Chan, Conn Flanigan and Charley
MacKenzie.
| Item 5. Interest in Securities of the
Issuer. | |
(a)
As
of the date hereof, Mr. Fai H. Chan beneficially owns 704,015,730
shares of the Company’s common stock, which represents 99.99%
of the 704,043,324 issued and outstanding shares of Company’s
common stock.
(b)
Mr. Fai H.
Chan has sole voting and dispositive power over the shares of
common stock reported as beneficially owned by him, through the
various Reporting Persons, in response to Item 5(a)
above.
(c)
The
information set forth in Item 3, above, is incorporated herein by
reference thereto. None of the Reporting Persons has acquired any
shares of the Company’s common stock during the previous
sixty days, however HF Enterprises Inc. and HFE Holdings Limited
have become Reporting Persons effective as of October 1, 2018
through HF Enterprises Inc.’s acquisition of Hengfai
International Pte. Ltd.
|
(d) Not
applicable. | |
|
(e) Not
applicable. | |
Item 6.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
On
October 19, 2018 the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with
Respect to the securities of the Issuer to the extent required by
applicable law. The Joint Filing Agreement is attached hereto as
Exhibit 99.2 and is incorporated herein by reference. Other than as
described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or
between the Reporting Persons and any other person, with respect to
the securities of the Issuer.
Item 7.
Material to be Filed as Exhibits.
Acquisition
Agreement and Plan of Merger dated December 29, 2017 by and among
SeD Intelligent Home Inc., SeD Acquisition Corp., SeD Home
International, Inc. and SeD Home, Inc., incorporated herein by
reference to Exhibit 2.1 to the Company’s Current Report on
Form 8-K, filed with the Securities and Exchange Commission on
December 29, 2017.
Joint
Filing Agreement dated October 19, 2018 between SeD Home
International, Inc., Singapore eDevelopment Limited, Hengfai
Business Development Pte. Ltd, Hengfai International Pte. Ltd., HF
Enterprises Inc., HFE Holdings Limited and Fai H.
Chan.
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.
Dated: October 19, 2018
| | /s/ Fai H.
Chan |
| | Name:
Fai H. Chan |
| | |
| |
SeD Home International, Inc. |
| | |
| | |
| | By: /s/
Fai H. Chan |
| | Name:
Fai H. Chan |
| | Title:
Chairman |
| | |
| |
Singapore eDevelopment Limited |
| | |
| | |
| | By: /s/
Fai H. Chan |
| | Name:
Fai H. Chan |
| | Title:
Chairman and |
| | Chief
Executive Officer |
| | |
| | Hengfai Business
Development Pte. Ltd. |
| | |
| | |
| | By:
/s/ Fai H.
Chan |
| | Name:
Fai H. Chan |
| | Title:
Director |
| | |
| |
Hengfai International Pte. Ltd. |
| | |
| | |
| | By:
/s/ Fai H.
Chan |
| | Name:
Fai H. Chan |
| | Title:
Director |
| | |
| |
HF Enterprises Inc. |
| | |
| | |
| | By:
/s/ Fai H.
Chan |
| | Name:
Fai H. Chan |
| | Title:
Chairman and |
| | Chief
Executive Officer |
| | |
| |
HFE Holdings Limited |
| | |
| | |
| | By:
/s/ Fai H.
Chan |
| | Name:
Fai H. Chan |
| | Title:
Director |