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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Promissory Note | $ 0.6 | 11/07/2013(6) | C | 6,000,000 | 11/07/2013 | 03/01/2015 | Common Stock | 10,000,000 | $ 0 | 0 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mackay Bart P 5325 S. JONES BLVD. LAS VEGAS, NV 89118 |
X | Member 10% holding group | ||
Mai Dun Ltd LLC 5325 S. JONES BLVD. LAS VEGAS, NV 89118 |
Member 10% holding group | |||
Mercia Holdings LLC 5325 S. JONES BLVD. LAS VEGAS, NV 89118 |
Member 10% holding group | |||
Roen Ventures LLC 5325 S. JONES BLVD. LAS VEGAS, NV 89118 |
Member 10% holding group | |||
Mackay Ventures Inc. 1193 S. 2100 E SPRINGVILLE, UT 84663 |
Member 10% holding group |
/s/ Bart Mackay, President of Mackay Ventures, Inc. | 07/25/2014 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Sole Manager of Roen Ventures LLC | 07/25/2014 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Sole Manager of Mai Dun Limited LLC | 07/25/2014 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay, Sole Manager of Mercia Holdings LLC | 07/25/2014 | |
**Signature of Reporting Person | Date | |
/s/ Bart Mackay | 07/25/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The securities are owned solely by Mackay Ventures, Inc. ("Mackay Ventures"), who is a member of a "group" with Mai Dun Limited LLC ("Mai Dun"), Mercia Holdings LLC ("Mercia") and Bart Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole director, officer and shareholder of Mackay Ventures, and may be deemed to possess sole voting and investment control over the securities held by Mackay Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(2) | The securities are owned solely by Roen Ventures LLC, a 10% owner of Issuer ("Roen Ventures"). Mai Dun and Mercia are the sole members of Roen Ventures. Mr. Mackay is the sole manager of Roen Ventures, and may be deemed to possess sole voting and investment control over the securities held by Roen Ventures, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
(3) | On May 3, 2014, Mercia transferred and assigned 1,000,000 shares of the Issuer's common stock to Mackay Ventures, its parent company. No consideration was paid for the transfer of the shares as the transfer was made between wholly owned, related entities, both wholly owned by Mr. Mackay. |
(4) | On May 3, 2014, Mercia transferred and assigned 1,861,759 shares of the Issuer's common stock to Mai Dun. No consideration was paid for the transfer of the shares as the transfer was made between wholly owned, related entities, both wholly owned by Mr. Mackay. |
(5) | The securities are owned solely by Mai Dun, who is a member of a "group" with Mercia, Mackay Ventures and Mr. Mackay for purposes of Section 13(d) of the Exchange Act. Mr. Mackay is the sole member of Mai Dun, and may be deemed to possess sole voting and investment control over the securities held by Mai Dun, and may be deemed to have direct beneficial ownership of such securities. Mr. Mackay does not own any securities of the Issuer directly. Each Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. Following the transactions, Mercia does not own any securities of the Issuer directly. |
(6) | As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on July 31, 2013, on July 25, 2013, the disinterested members of the Issuer's Board of Directors (the "Board") approved an amendment to the convertible Promissory Note (the "Note") to provide for an increase in the amount of loans to be provided in the future in an amount of up to $6,000,000 and the ability of Roen Ventures to convert, in its sole discretion, the outstanding balance under the Note into shares of common stock of the Issuer at a conversion price to be determined. As previously reported by the Issuer in that certain Current Report on Form 8-K filed with the SEC on November 13, 2013, the conversion price was set by the Board on November 7, 2013. |