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1.
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Names of Reporting Persons ........................................................................ Esenjay Investments LLC
I.R.S. Identification Nos. of above persons (entities only).
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ............................................................................................................................................................... □
(b) ............................................................................................................................................................... □
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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) ..................................................................................................... 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) ............... N/A
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6.
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Citizenship or Place of Organization ............................................. Texas limited liability company
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Number of Shares Bene-ficially by Owned by Each Reporting Person With
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7. Sole Voting Power .......................................................................................................................... 0
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8. Shared Voting Power ..................................................................................................... 19,986,290
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9. Sole Dispositive Power ................................................................................................................... 0
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10. Shared Dispositive Power .............................................................................................. 19,986,290
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person .................................... 19,986,290
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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) ............................................................... 48%(1)
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14.
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Type of Reporting Person (See Instructions)
................................................................................................................................................................. OO
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1.
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Names of Reporting Persons ........................................................................................ Michael Johnson
I.R.S. Identification Nos. of above persons (entities only).
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ................................................................................................................................................................. □
(b) ................................................................................................................................................................. □
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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) ...................................................................................................... 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) ................ N/A
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6.
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Citizenship or Place of Organization ................................................................................. United States
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Number of Shares Bene-ficially by Owned by Each Reporting Person With
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7. Sole Voting Power ......................................................................................................... 110,881 (1)
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8. Shared Voting Power ..................................................................................................... 19,986,290
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9. Sole Dispositive Power ................................................................................................. 110,881(1)
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10. Shared Dispositive Power ............................................................................................ 19,986,290
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person ............................. 20,097,171(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) .................................................... 48.6%(1)(2)
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14.
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Type of Reporting Person (See Instructions)
................................................................................................................................................................. IN
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1.
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Esenjay Investments, LLC
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(a)
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Esenjay Investments LLC is a limited liability company formed in Texas (the “Company”).
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(b)
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The Company’s principal office is located at 500 North Water Street, Suite 1100
Corpus Christi, Texas 78401-0236.
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(d)
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Within the last five years, the Company has 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 Company has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which 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, United States federal or state securities laws or finding any violation with respect to such laws.
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2.
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Michael Johnson
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(a)
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Michael Johnson, an individual.
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(b)
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Mr. Johnson’s address is 2240 Auto Park Way, Escondido, California 92029.
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(c)
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Mr. Johnson has been appointed as a Director of the Issuer to be effective as of the 10th day following the Issuer’s mailing of the Schedule 14f-1 to the Issuer’s shareholders in compliance with Section 14(f) of the Securities Exchange Act of 1934, as amended. Mr. Johnson is also a director and shareholder of Esenjay Investments LLC.
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(d)
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Within the last five years, Mr. Johnson has 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, Mr. Johnson has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which 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, United States federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Mr. Johnson is a citizen of the United States.
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or
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(a)
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As of the date hereof, the Company beneficially owns an aggregate of 19,986,290 shares of the Issuer. Mr. Johnson, by virtue of his ownership and control of the Company, is deemed to beneficially own the 20,097,171 shares that are directly owned by the Company and includes Mr. Johnson’s right to acquire 110,881 shares of common stock of the Issuer within sixty days upon exercise of his options. Ownership of the 20,097,171 Shares represents 48.6% of such outstanding class of the Issuer’s securities. The percentage calculation is based upon 41,258,185 outstanding shares of the Issuer’s common stock as of the date of the Closing of the Share Exchange.
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(b)
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The following table sets forth the number of Shares as to which the respective Reporting Person has (i) the sole power to vote or direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition, or (iv) shared power to dispose or to direct disposition:
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Reporting
Person
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared Dispositive Power
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Esenjay Investments LLC
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- |
19,986,290
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- |
19,986,290
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Michael Johnson
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110,881
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20,097,171
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110,881
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20,097,171
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(c)
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The information contained in Items 3 and 4 above is hereby incorporated herein by reference in entirety.
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(d)
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The Reporting Person does not know of any other person with the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Statement.
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(e)
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Not applicable.
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(1)
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Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on June18, 2012.
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(2)
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Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on May 24, 2012
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