Sec Form 13D Filing - Hong Kong Boone Group Ltd filing for ASCENT SOLAR TECHNOLOGIES INC (ASTI) - 2018-05-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

CUSIP No. 043635408

13D

Item 1.

Security and Issuer.

This Amendment No. 1 amends the statement on Schedule 13D (the “Statement”) filed by the reporting person on February 21, 2017, and relates to the shares of common stock, $0.0001 par value per share (the “Shares”), of Ascent Solar Technologies, Inc., a Delaware corporation (the “Issuer”). The principal executive office of the Issuer is located at 12300 Grant Street, Thornton, CO 80241.

Item 2.

Identity and Background.

(a)-(c)               This Statement is being filed by Hong Kong Boone Group Ltd, a company organized under the laws of Hong Kong (“HKBG”). HKBG is a Hong Kong investment firm. The address of HKBG’s principal office is Room 414, 4F, International Plaza, 20 Sheung Yuet Road, Mongkok, Kowloon, Hong Kong  999077. The name, residence or business address, and present principal occupation or employment of each of the executive officers and directors of HKBG, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth on Schedule A and are incorporated by reference herein.

Song Liang is a director and a 100% equity owner of HKBG.  Li Yanling is a director of HKBG.  Song Liang and Li Yanling are husband and wife.

(d)-(e)               During the last five years, neither HKBG nor, to the best of HKBG’s knowledge, any person named in Schedule A, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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)                                   The citizenships of each executive officer and director of HKBG are set forth on Schedule A and are incorporated by reference herein.

Item 3.

Source or Amount of Funds or Other Consideration.

On February 8, 2017, the Issuer, entered into a securities purchase agreement (“Series K SPA”) with the reporting person for the private placement of up to 20,000 shares of the Issuer’s newly designated Series K Convertible Preferred Stock (“Series K Preferred Stock”).  The Issuer will sell shares of Series K Preferred Stock at a price of $1,000 per share.

Shares of the Series K Preferred Stock will be convertible at the option of the holder into common stock at a fixed conversion price equal to $0.004.  At no time, however, may the Series K Preferred Stock be converted if the number of shares of common stock to be received by the reporting person pursuant to such conversion, when aggregated with all other shares of common stock then beneficially (or deemed beneficially) owned by the reporting person, would result in reporting person beneficially owning more than 19.99% of all common stock then outstanding.

Pursuant to the Series K SPA, the reporting person acquired a total of 9,010 shares of Series K Preferred Stock in a series of tranche closings that occurred during 2017 in exchange for $9,010,000 of total gross proceeds.  The reporting person will not acquire any more shares of Series K Preferred Stock pursuant to the Series K SPA.

The reporting person has converted shares of Series K Preferred Stock into shares of common stock as follows:  (i) 800 shares on May 5, 2017; (ii) 1,000 shares on May 26, 2017; (iii) 1,400 shares on July 17, 2017; (iv) 3,000 shares on July 29, 2017; and (v) 2,810 shares on May 7, 2018.  The reporting person received an aggregate 2,252,500,000 shares of common stock upon such conversions.  The reporting person no longer owns any shares of Series K Preferred Stock.

Item 4.

Purpose of Transaction.  HKBG acquired the shares for investment purposes.

As of the date of this Statement, except as set forth within this Statement, the reporting person, has no plans or proposals that would result in any of the matters set forth within [(a)-(j)] of Item 4 of Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

(a)                                 HKBG beneficially owns 2,252,500,000 Shares, which constitutes approximately 11.86% of the Issuer’s total number of shares issued and outstanding as of May 10, 2018.

(b)                                 HKBG has the sole voting and dispositive power over 2,252,500,000 Shares.

(c)                                  Except as described in Item 3 above, HKBG has not effected any transactions in shares during the past sixty days. To the knowledge of HKBG, none of HKBG’s executive officers or directors has effected any transactions in the shares during the past sixty days.

(d)                                 To HKBG’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of HKBG reported herein.

(e)                                  Not applicable.

Item 6.

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

On February 8, 2017, the Issuer and HKBG entered into the Series K SPA, a copy of which is filed as Exhibit 1 hereto. The description of the Series K SPA contained herein is qualified in its entirety by reference to Exhibit 1, which is incorporated herein by reference. Under the terms of the Series K

SPA, among other things, HKBG could purchase up to 20,000 shares of Series K Preferred Stock in a private placement.

The foregoing description of the Series K SPA does not purport to be complete and is qualified in its entirety by reference to the Series K SPA, which is filed as an exhibit hereto and incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1                                               Securities Purchase Agreement, dated February 8, 2017, incorporated by reference to Exhibit 10.1 of Issuer’s Current Report filed on Form 8-K on February 14, 2017.

HONG KONG BOONE GROUP LTD

By: /s/ Song Liang

Song Liang

Director

Authorized Representative

May 29, 2018

Date