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1.
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Name of Reporting Person
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David Rector
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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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)
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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) □
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6.
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Citizenship or Place of Organization
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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
3,000,000 (1)
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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
3,000,000 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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3,000,000 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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27.2% (2)
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14.
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Type of Reporting Person (See Instructions)
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(1)
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Includes 850,000 shares of common stock and options to purchase 2,150,000 shares of common stock. The options have a term of 7 years and may be exercised at any time. The 850,000 shares of common stock and options to purchase 2,150,000 shares of common stock are held by The David Stephen Group LLC, over which Mr. Rector has voting and dispositive power.
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(2)
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Based on 11,048,172 shares outstanding as of March 2, 2015.
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1.
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Names of Reporting Persons
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The David Stephen Group LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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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)
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OO
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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) □
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6.
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Citizenship or Place of Organization
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Nevada
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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
3,000,000 (1)
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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
3,000,000 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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3,000,000 (1)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
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13.
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Percent of Class Represented by Amount in Row (11)
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27.2% (2)
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14.
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Type of Reporting Person (See Instructions)
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OO
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(1)
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Includes 850,000 shares of common stock and options to purchase 2,150,000 shares of common stock. The options have a term of 7 years and may be exercised at any time. The 850,000 shares of common stock and options to purchase 2,150,000 shares of common stock are held by The David Stephen Group LLC, over which Mr. Rector has voting and dispositive power.
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(2)
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Based on 11,048,172 shares outstanding as of March 2, 2015.
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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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(a)
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This statement is being filed by David Rector and The David Stephen Group LLC (each, a “Reporting Person” and collectively, the “Reporting Persons”).
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(b)
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The Reporting Persons’ principal business address is 1990 N. California Blvd., 8th Floor, Walnut Creek, California 94596.
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(c)
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Since 1985, Mr. Rector has been the Principal of The David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries. Mr. Rector is the Chief Financial Officer and a member of the Board of Directors of the Issuer. He is the interim Chief Executive Officer and a member of the board of Sevion Therapeutics.
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(d)
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During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, the Reporting Persons have not been 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.
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(f)
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United States of America
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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Item 5.
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Interest in Securities of the Issuer
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(a)
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As of the date hereof, the Reporting Persons beneficially own 3,000,000 shares of the Issuer’s common stock, which represents approximately 27.2% of the Issuer’s common stock.
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(b)
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Mr. Rector and The David Stephen Group LLC each may be deemed to hold shared voting and dispositive power over 850,000 shares of common stock and an option to purchase 2,150,000 shares of common stock.
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(c)
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On February 19, 2015 The David Stephen Group LLC was issued 850,000 shares of common stock and an option to purchase 2,150,000 shares of common stock at an exercise price of $0.05 per share. The options have a term of 7 years and may be exercised at any time.
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(d)
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To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 3,000,000 shares of common stock reported in Item 5(a).
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(e)
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Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to Be Filed as Exhibits
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Dated: March 2, 2015
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/s/ David Rector
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David Rector
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Exhibit Number
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Description
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99.1
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Joint Filing Agreement with The David Stephen Group LLC
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