| 1 |
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only).
|
||
Nigel Farnsworth
|
||
| 2 |
|
Check the Appropriate Box if a Member of a Group
|
(a)[ ]
|
(b)[ ]
|
||
| 3 |
|
SEC Use Only
|
|
| 4 |
|
Source of Funds
|
|
PF
|
||
| 5 |
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
[ ]
|
| 6 |
|
Citizenship or Place of Organization
|
|
United Kingdom
|
| 7 | Sole Voting Power (see Item 3 and Item 5 below)
|
||
108,000,000 shares of Common Stock at time of purchase on May 2, 2011 and 21,672,400 shares of Common Stock as May 6, 2011, the date of this report.
|
||
Number of
|
||
Shares Bene-
|
||
Ficially
|
| 8 | Shares Voting Power
|
|
Owned by Each
|
0
|
|
Reporting
|
||
Person With
|
| 9 | Sole Dispositive Power
|
|
108,000,000 shares of Common Stock at time of purchase on May 2, 2011 and 21,672,400 shares of Common Stock as May 6, 2011, the date of this report.
|
||
| 10 | Shared Dispositive Power
|
||
N/A
|
||
| 11 |
|
Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 3)
|
|
108,000,000 shares of Common Stock at time of purchase on May 2, 2011 and 21,672,400 shares of Common Stock as May 6, 2011, the date of this report.
|
||
| 12 |
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
N/A
|
||
| 13 |
|
Percent of Class Represented by Amount in Row (11) (see Item 3 and Item 5)
|
|
70% on May 2, 2011 the date of purchase and 32% as of May 6, 2011, the date of this report.
|
||
| 14 |
|
Type of Reporting Person
|
|
IN
|
(a)
|
the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;
|
(b)
|
a reorganization involving the Company;
|
(c)
|
a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;
|
(d)
|
a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
|
(e)
|
a material change in the present capitalization or dividend policy of the Company;
|
(f)
|
other material changes in the Company’s business or corporate structure;
|
(g)
|
changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
|
(h)
|
causing a class of securities of the Company to be delisted from a national securities exchange or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
|
(j)
|
any action similar to any of those enumerated in (h) through (i), above.
|
(a)
|
On May 2, 2011, Mr. Farnsworth acquired 108,000,000 shares of Common Stock, representing 70% of the Company’s then outstanding shares, based on 153,290,600 shares of the Company’s Common Stock outstanding at such time. Prior to this purchase, Mr. Farnsworth owned no shares of the Company. On May 4, 2011, Mr. Farnsworth returned 86,327,600 of his shares of Common Stock to treasury. As of May 6th, 2011, the total number of issued and outstanding shares of the Company is 66,963,000. Mr. Farnsworth now owns 21,672,400 shares of Common Stock of the Company representing approximately 32% of the Company’s total issued and outstanding shares of Common Stock.
|
(b)
|
As of the date of this report, Mr. Farnsworth holds the rights to vote 21,672,400 shares of Common Stock, representing 32% of the Company’s currently outstanding shares. At the time of purchase until May 4th, 2011, Mr. Farnsworth held the right to vote 108,000,000 shares of Common Stock, representing 70% of the Company’s then outstanding shares.
|
(c)
|
See Item 3 above.
|
(d)
|
No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the 21,672,400 shares of Common Stock, beneficially owned by Mr. Farnsworth.
|
(e)
|
N/A
|
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
|
None.
|
None.
|
|
By:
|
/s/ Nigel Farnsworth
|
Nigel Farnsworth
|
|