Sec Form 13D Filing - Liu Lina filing for Yubo International Biotech Ltd (YBGJ) - 2020-10-15

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

  

Magna-Lab, Inc.

(Name of Issuer)

 

Series A Common Stock, $.001 par value

(Title of Class of Securities)

 

559235403

(CUSIP Number)

 

Lina Liu

c/o Magna-Lab, Inc.

Room 105, Building 5, 31 Xishiku Avenue,

Xicheng District, Beijing, China

+86 (010) 6615-5141

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

 

With a copy to:

Mark C. Lee, Esq.

Greenberg Traurig, LLP

1201 K Street, Suite 1100

Sacramento, California 95814

October 2, 2020

(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 (“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.559235403

 

Page 2 of 5

   

1

 

NAME OF REPORTING PERSONS

 

Lina Liu

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ☐

(b) ☐

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (See Instructions)

 

PF

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

 

SOLE VOTING POWER

 

116,697,438

8

 

SHARED VOTING POWER

 

0

9

 

SOLE DISPOSITIVE POWER

 

116,697,438

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

116,697,438

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

99% 1

14

 

TYPE OF REPORTING PERSON (See Instructions)

 

IN

____________ 

1 Based on 117,876,762 shares of Series A Common Stock outstanding on October 2, 2020.

 

 

 

 

CUSIP No.559235403

 

Page 3 of 5

   

Item 1. Security and Issuer

 

This Schedule 13D relates to the shares of Series A Common Stock, $.001 par value per share (“Common Stock”), of Magna-Lab, Inc. (the “Issuer”).The principal executive offices of the Issuer are located at Room 105, Building 5, Xishiku Avenue, Xicheng District, Beijing, China.

 

Item 2. Identity and Background

 

(a) This Schedule 13D is being filed by Lina Liu (the “Reporting Person”).

 

(b) The business address of the Reporting Person is c/o Magna-Lab, Inc., Room 105, Building 5, Xishiku Avenue, Xicheng District, Beijing, China.

 

(c) The Reporting Person’s principal occupation or employment is CFO, Treasurer and Secretary of Issuer. The name, principal business and address of the corporation or other organization in which such employment is conducted is Magna-Lab, Inc., Room 105, Building 5, Xishiku Avenue, Xicheng District, Beijing, China.

 

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

 

(e) During the last five years the Reporting Person was not 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 Reporting Person is a citizen of People’s Republic of China.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On September 23, 2020, Activist Investor, LLC (the “Seller”), converted $1,453,811 of promissory notes held by the Seller into 116,697,438 Class A common stock, par value $0.001 (the “Shares”). Upon conversion, Seller sold the Shares to Lina Liu (the “Purchaser), for $255,000 pursuant to an Amended and Restated Stock Purchase Agreement (the “Stock Purchase Agreement”). The Shares represent approximately 99.0% of the capital stock of the Issuer. The Stock Purchase Agreement was filed with the Securities and Exchange Commission on October 2, 2020 on a Current Report on Form 8-K.

 

The source of funds for the transactions set forth in this Item 3 was personal funds of the Reporting Person.

 

Item 4. Purpose of the Transaction

 

The Reporting Person purchased the Shares from the Seller.

 

The purpose of the transactions stated above was for the Reporting Person to own a majority of the equity interest in the Issuer. Simultaneously with the closing of the Stock Purchase Agreement, the current members of the board of directors of the Issuer (the “Board”) agreed to appoint nominees of the Reporting Person to the Board and as new officers of the Issuer and all of the current members of the Board and officers subsequently tendered their resignation. The Reporting Person intends to effect a merger transaction within the next six months between the Issuer and Platinum International Biotechnology, Co., Ltd., a life sciences company with operations in the People’s Republic of China.

 

 

 

 

CUSIP No.559235403

 

Page 4 of 5

   

Subject to on going evaluation, except as set forth above, the Reporting Person has no current plans or proposals which relate to or would result in any of the following:

 

(a) The acquisition by any person 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, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

(g) Changes 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 Securities Exchange Act of 1934, as amended; or

 

(j) Any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

(a) The Reporting Person beneficially owns 116,697,438 shares of Class A common stock, which represent 99% of the outstanding shares of capital stock of the Issuer.

 

(b) The Reporting Person has sole power to vote and sole power to dispose of 116,697,438 shares of Class A common stock.

 

(c) No transactions in the Issuer’s capital stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above.

 

(d) Not applicable.

 

(e) Not applicable.

 

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

 

Reference is made to the transaction stated in Item 3 above.

 

Item 7. Material to be Filed as Exhibits

 

None

 

 

 

 

CUSIP No.559235403

 

Page 5 of 5

   

Signature

 

 

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 15, 2020

 

/s/ Lina Liu

 
 

Lina Liu