Sec Form 13G Filing - Full Moon Resources Ltd filing for Cellular Biomedicine Group Inc. (CBMG) - 2018-03-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 4 )*

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

(CUSIP Number)

Date of Event Which Requires Filing of the 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. 27605101

13G

Page 2 of 7 Pages

 

 ⁽³⁾ Based on 15,810,505 shares of common stock of the Issuer outstanding derived from (i) 14,091,181 shares of Common Stock outstanding as of September 30, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017 plus (ii) those shares issued in the Issuer’s recently completed private placement of 1,719,324 as disclosed in the Issuer’s Form 8-K filed February 7, 2018.

____________

^{(1 )}  Pak To Leung (“Mr. Leung”) is a citizen of Hong Kong SAR and does not have an I.R.S. Identification Number.

⁽²⁾ Mr. Leung is the sole director and 100% shareholder of Full Moon Resources Limited.  As at December 31, 2017, Mr Leung was the beneficial owner of 754,097 shares of common stock of the Issuer, of which 33,645 shares were held in his individual capacity and 720,452 shares were held through Full Moon Resources Limited.  All of the shares that were held in his individual capacity, plus an additional 10,000 shares that were held through Full Moon Resources Limited, were sold between January 1, 2018 and the date of this report.

⁽³⁾  Based on 15,810,505 shares of common stock of the Issuer outstanding derived from (i) 14,091,181 shares of Common Stock outstanding as of September 30, 2017, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2017 plus (ii) those shares issued in the Issuer’s recently completed private placement of 1,719,324 as disclosed in the Issuer’s Form 8-K filed February 7, 2018.

 

Cusip No. 27605101

13G

Page 4 of 7 Pages

 

Item 1(a)	Name of Issuer
Cellular Biomedicine Group, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices
530 University Avenue, #17, Palo Alto, California 94301
Item 2(a)	Name of Person Filing
This Schedule 13G is being jointly filed by Full Moon Resources Limited (“Full Moon”) and Mr. Pak To Leung (“Mr. Leung”) (collectively with Full Moon the “Reporting Persons”) with respect to shares of common stock  of the above-named issuer.   Mr. Leung is the sole director and 100% owner of Full Moon.
Attached as Exhibit 1 hereto, which is incorporated by reference herein, is an agreement among Full Moon, and Mr. Leung that this Schedule 13G is filed on behalf of each of them. The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
Item 2(b)	Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 1902-03 Bank of America Tower, 12 Harcourt Road, Central, Hong Kong.
Item 2(c)	Citizenship
Full Moon is a corporation organized under the laws of the British Virgin Islands.    Mr. Leung is a citizen of Hong Kong SAR.
Item 2(d)	Title of Class of Securities
Common Stock, $0.001 par value
Item 2(e)	CUSIP Number
276050101

 

Cusip No. 27605101

13G

Page 5 of 7 Pages

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	☐	Investment company registered under Section 8 of the Investment Company Act;
(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

Item 4	Ownership
A.	Full Moon
(a)	Full Moon may be deemed to beneficially own 710,452 shares of Common Stock.
(b)	The number of shares Full Moon may be deemed to beneficially own constitutes approximately 4.5% of the Common Stock outstanding.
(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote:  0
	(ii)	shared power to vote or to direct the vote:  710,452
	(iii)	sole power to dispose or to direct the disposition of:  0
	(iv)	shared power to dispose or to direct the disposition of:  710,452

            

B.	Mr. Leung
(a)	Mr. Leung, as 100% owner of Full Moon may be deemed to beneficially own 710,452 shares of Common Stock.
(b)	The number of shares Mr. Leung may be deemed to beneficially own constitutes approximately 4.5% of the Common Stock outstanding.
(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote:  0
	(ii)	shared power to vote or to direct the vote:  710,452
	(iii)	sole power to dispose or to direct the disposition of:  0
	(iv)	shared power to dispose or to direct the disposition of:  710,452
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 5 percent of the class of securities, check the following  X
Item 6	Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
Item 8	Identification and Classification of Members of the Group
Not Applicable
Item 9	Notice of Dissolution of Group
Not Applicable

Cusip No. 27605101

13G

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Item 10

Certification

 

 

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Common Stock of Cellular Biomedicine Group, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated this 28th day of February, 2018.

 

FULL MOON RESOURCES

By: /s/ Pak To Leung
Name: Pak To Leung
Title: Director

/s/ Pak To Leung    
Pak To Leung