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1
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NAMES
OF REPORTING PERSON
CANNABINOID BIOSCIENCES INC
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
OO
(See Item 3)
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
FLORIDA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
70,000,000
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8
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SHARED
VOTING POWER
-0-
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|
9
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SOLE
DISPOSITIVE POWER
70,000,000
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,000,000
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)*
70.00%*
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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|
|
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*
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This
calculation is based on 100,000,000 shares of Common Stock currently
outstanding as of October 24, 2019, compared to 30,000,0000 was prior to the
reporting person’s purchase transaction dated October 21, 2019.
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Item 1. Security and Issuer
This statement on Schedule 13D relates
to the common stock, par value $0.0001 per share (the “Common Stock”),
of KID CASTLE EDUCATIONAL CORPORATION a Florida corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 8th Floor, No. 98
Min Chuan Road, Hsien Tien, Taipei, Taiwan ROC.
Following this
purchase, the principal executive offices of the Issuer changed from above
address to 370 Amapola Ave., Suite 200A, Torrance, CA 90501
Item
2. Identity and Background.
(a),
(f) This statement is being filed by: Cannabinoid Biosciences, Inc., a
California Corporation (“Reporting Persons”).
(b) The address of the principal
business and principal office of each of the Reporting Persons is: 370 Amapola
Ave., Suite 200A, Torrance, CA 90501.
(c) Cannabinoid Biosciences, Inc.
(“CBDZ”), is a California based Biopharmaceutical Company seeks to
revolutionize and standardize the pharmaceuticals and non-pharmaceutical CBD
products formulations and applications across the CBD market in the United
States of America. The company is engaged in the following areas of the legal
CBD business: (1) Ownership interest in certain businesses that extract,
purchase and distribute Bulk Pure CBD, Isolate, Hemp Oil, THC-free CBD
Distillate and Crude CBD Oil; (2) Partnerships with local farmers to grow farm
bill compliant hemp biomass; (3) Partnerships with extract facilities across
the U.S. who manufacture hemp-based ingredients to meet the specific needs
financial products in form of asset-backed loans, business property mortgages
and other financial products to qualified individuals/businesses in the
legal-CBD businesses; and (4) professional services including top-level
financial reporting, Accounting, CSE Reporting, Business Valuation, Mergers
& Acquisitions, GAAP/ IFRS Conversion, Pre IPO/RTO Prep, Section 280E Tax,
and Biological Assets Valuation to CBD/Hemp businesses and investors in
California at first, then to those within the other states that has legalized
cannabis.
The CBD market in the US is very
fragmented, lack established process control and protocols, and is without
formulations standardization. CBDZ is stepping into this space to standardize
and reorganize this market, establish process control (benchmarks and
protocols), and create formulation standards for the industry. CBDZ seeks to control
the production and distribution of verities of consumer cannabidiol (CBD)
formulation under private brands in the United States. CBDZ’s goal is to bring
standardization to the CBD industry, the same way that John D Rockefeller’s
Standard Oil brought standardization to crude refining in the United States in
the nineteenth century. Our process standardization would entail steps that
include (a) ethanol extraction system, (b) winterization to remove fats; (c)
multiple rounds of rotary evaporation are used to remove plant material and
other unnecessary components; (d) extract decarboxylation to transform into a
crystalline structure with a proprietary post-processing technique; and (e) get
the extract tested by third-party laboratories, package it, and get it ready
for shipment.
(d), (e) During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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 violations with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration.
Cannabinoid Biosciences,
Inc. acquires funding through sales of its common stocks and issuance of debts
to investors. Cannabinoid Biosciences paid fifty-five thousand dollars
($55,000) for the transaction to acquire one (1) million of preferred shares of
KDCE (convertible 1 preferred share to 1,000 common stocks) of KID CASTLE
EDUCATIONAL CORPORATION. Cannabinoid Biosciences funded the
purchase those shares out of its capital.
Item
4. Purpose of Transaction
The
Reporting Persons believe that the Issuer’s Common Stock is undervalued and is
an attractive investment. Accordingly, when the Issuer offered the Reporting
Persons the opportunity to purchase CONTROL stock via the preferred shares
purchase, reporting person accepted.
The
Reporting Persons intend to elect its representatives to take control of the
board of directors of the Issuer and they may, directly or through that
representative, engage in discussions with the Issuer and Issuer’s management
and board of directors, other stockholders of the Issuer and other persons that
may relate to governance and board composition, management, operations,
business, assets, capitalization, financial condition, strategic plans and the
future of the Issuer. The Reporting Persons may also take one or more of the
actions described in subsections (a) through (j) of Item 4 of
Schedule 13D and may discuss such actions with the Issuer and Issuer’s
management and the board of directors, other stockholders of the Issuer and
other persons.
The Reporting
Persons intend to review their investments in the Issuer on a continuing basis.
Depending on various factors and subject to the obligations described herein,
including, without limitation, the Issuer’s financial position and strategic
direction, actions taken by the board, price levels of shares of Common Stock,
other investment opportunities available to the Reporting Persons,
concentration of positions in the portfolios managed by the Reporting Persons,
market conditions and general economic and industry conditions, the Reporting
Persons may take such actions with respect to their investments in the Issuer
as they deem appropriate, including, without limitation, purchasing additional
shares of Common Stock or other financial instruments related to the Issuer or
selling some or all of their beneficial or economic holdings, engaging in hedging
or similar transactions with respect to the securities relating to the Issuer
and/or otherwise changing their intention with respect to any and all matters
referred to in Item 4 of Schedule 13D.
Item 5. Interest
in Securities of the Issuer.
(a) The Reporting Person
beneficially own in the aggregate 70,000,000 shares of Common Stock, which
represents approximately 70.00% of the Company’s outstanding shares of Common
Stock disclosed as beneficially owned by Cannabinoid Biosciences,
Inc. in
the applicable table set forth on the cover page to this Statement. The
percentage ownership of shares of Common Stock set forth in this Statement is
based on the 100,000,000 shares of Common Stock issued and outstanding as of October
23, 2019.
(b) Cannabinoid Biosciences,
Inc.,
as the beneficial owner of the share, may be deemed to have the shared power to
vote or direct the vote of (and the shared power to dispose or direct the
disposition of) the Subject Shares. .
(c)
Not applicable.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the Reporting Persons
have entered into an agreement with respect to the joint filing of this
Statement, and any amendment or amendments hereto.
Item
7. Material to Be Filed as Exhibits.
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Exhibit 99.1
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Not
applicable.
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Exhibit 99.2
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Trading data
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