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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
———————
SCHEDULE 13D
———————
Under the Securities Exchange Act of 1934
(Amendment No. __)*
DS Healthcare Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
23336Q109
(CUSIP Number)
Daniel Khesin, 17689 Middlebrook Way, Boca Raton, FL 33496 – (347) 276-259
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
———————
March 29, 2016
(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 Rule.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).
(Continued on following pages)
CUSIP No. | 13D | Page 2 of 4 Pages |
1 | NAME OF REPORTING PERSONS Daniel Khesin
| |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
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3 | SEC USE ONLY
| |||
4 | SOURCE OF FUNDS
N/A(1)
| |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
| |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| 7 | SOLE VOTING POWER
13,292,157(2)
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| 8 | SHARED VOTING POWER
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| 9 | SOLE DISPOSITIVE POWER
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| 10 | SHARED DISPOSITIVE POWER
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,467,157
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56%(3)
| |||
14 | TYPE OF REPORTING PERSON IN
| |||
(1)
Acquisition of voting power only, to be used for a change in the Board of Directors and management structure of the company.
(2)
13,292,157 common shares of which 825,000 (owned by Khesin) are collaterized and may not be votable shares.
(3)
This percentage is determined by dividing 12,464,157 common shares by 22, 148,675 issued and outstanding as of December 22, 2015 per prospectus filed on December 22, 2015.
CUSIP No. | 13D | Page 3 of 4 Pages |
ITEM 1. | SECURITY AND ISSUER |
DS Healthcare Group Inc. (DSKX)
Common Shares
ITEM 2. | IDENTITY AND BACKGROUND |
N/A
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
No Funds were used for acquisition of voting shares only
ITEM 4. | PURPOSE OF TRANSACTION. |
To effect change in the Board of Directors and management structure
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
N/A
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
See Exhibit A and B
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
The following documents are filed as exhibits:
Exhibit Number |
| Exhibit Name |
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A |
| List of Transactions |
B |
| Agreements of Shareholders to Transfer Voting Authority |
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CUSIP No. 784589 10 3 | 13D | Page 4 of 4 Pages |
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.
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| |
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| By: | /s/ Daniel Khesin |
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| Name: Daniel Khesin |
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| Controlling Shareholder of DS Healthcare Group, Inc. |
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Dated: March 31, 2016
[Signature Page to Schedule 13D]
EXHIBIT INDEX
Exhibit Number |
| Exhibit Name |
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A |
| List of Transactions |
B |
| Agreements of Shareholders to Transfer Voting Authority |
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EXHIBIT A
Person Reporting | Date of Transaction | Title of Class | Number of Shares |
|
Daniel Khesin | March 29, 2016 | Common Shares | 1,075,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 10,455 |
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Daniel Khesin | March 29, 2016 | Common Shares | 1,274,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 100,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 200,000 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 271.574 |
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Daniel Khesin | March 29, 2016 | Common Shares | 70,603 |
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Daniel Khesin | March 29, 2016 | Common Shares | 90,654 |
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Daniel Khesin | March 29, 2016 | Common Shares | 365,000 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 250,000 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 57,796 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 15,000 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 149,573 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 253,143 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 124,860 |
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Daniel Khesin | March 29, 2016 | Common Shares | 100,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 160,749 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 110,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 35,000 |
|
Daniel Khesin | March 29, 2016 | Common Shares | 153,085 |
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Daniel Khesin | March 29, 2016 | Common Shares | 735,834 |
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Daniel Khesin | March 29, 2016 | Common Shares | 150,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 148,908 |
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Daniel Khesin | March 29, 2016 | Common Shares | 1,074 |
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Daniel Khesin | March 29, 2016 | Common Shares | 97,517 |
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Daniel Khesin | March 29, 2016 | Common Shares | 30,099 |
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Daniel Khesin | March 29, 2016 | Common Shares | 59,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 2,696,448 |
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Daniel Khesin | March 29, 2016 | Common Shares | 675,000 |
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Daniel Khesin | March 29, 2016 | Common Shares | 825,000 | * collateralized |
Daniel Khesin | March 29, 2016 | Common Shares | 14,725 |
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EXHIBIT B