CUSIP No. 09250Y 10 3 |
1.
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NAMES
OF REPORTING PERSONS
IRS
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Darren
Stevenson
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o (See
Item
5)
(b)
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
00 (See
Item 3)
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEM 2(e) or 2(f)
o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CANADA
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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 0
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8.
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SHARED
VOTING
POWER N/A
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9.
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SOLE
DISPOSITIVE
POWER
0
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10.
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SHARED
DISPOSITIVE
POWER N/A
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14.
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TYPE
OF REPORTING PERSON
IN
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Item
1.
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Security
and Issuer.
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Item
2.
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Identity
and Background.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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Mr.
Stevenson used his own funds to acquire shares of the Company’s Common
Stock in May of 2006.
He
has subsequently sold all of these shares back to the Company pursuant
to
a clause in his Employment Agreement with the Company, dated April
22,
2006, in which Mr. Stevenson granted the Company the right to purchase
these shares.
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Item
4.
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Purpose
of Transaction.
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Mr.
Stevenson had acquired the shares of Common Stock mentioned in the
original filing of this schedule for investment
purposes.
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Mr.
Stevenson entered into a Stock Option Agreement with the Company
pursuant
to which Mr. Stevenson will receive options to acquire up to 1,000,000
shares of the Company if the Company raises various sums of money.
Under
the Stock Option Agreement, Mr. Stevenson will immediately receive
options
to purchase up to 100,000 shares of Common Stock. Mr. Stevenson will
receive additional options to purchase 200,000 shares of Common Stock
on
January 1, 2007, 200,000 shares of Common Stock if the Company conducts
a
placement of at least US$10,000,000 and 500,000 shares of Common
Stock if
the Company conducts a placement of at least US$50,000,000. All of
the
options, once vested, are exercisable at $2.00 per share. The Agreement
anticipated that the Company would enact a 30:1 forward stock split,
and
the share amounts for which the options are exercisable are on a
post-split basis. This split occurred in June 2006, and as a result, if all the options were granted under
the
Stock Option Agreement, they would represent 1,000,000 out of 33,000,000
shares, or 3.0%.
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Mr.
Stevenson entered into an Employment Agreement (the “Employment
Agreement”) with the Company on April 22, 2006. The Employment Agreement
provides Mr. Stevenson with $60,000 (Canadian) per annum, to be increased
to $120,000 (Canadian) per annum in the event that the Company conducts
a
placement of it securities of at least US$50,000,000. The term of
the
Employment Agreement is for two years. Pursuant to the Agreement,
Mr.
Stevenson granted the Company a right to purchase his shareholding
of
30,000,000 shares of Common Stock for $50,000 (the “Purchase
Right”).
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Item
5.
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Interest
in Securities of the
Issuer.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With the
Issuer.
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There
is no contract, arrangement, understanding or relationship (legal
or
otherwise) between Reporting Person and the Company or any person
with
respect to any securities of the Company, including but not limited
to,
transfer of voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees
of
profits, division of profits or loss, or the giving or withholding
of
proxies.
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Item
7.
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Material
to be Filed as Exhibits.
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