-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Szs/zLH7v8BB1AnRR0014vqa7ftf42uRbXqCstaK+wuaqstDYteMFMGRuN65pEzB Xq2EDKQjMoZspVb21tHeKg== 0001163765-02-000217.txt : 20020530 0001163765-02-000217.hdr.sgml : 20020530 20020530151214 ACCESSION NUMBER: 0001163765-02-000217 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020530 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DR PROTEIN COM INC CENTRAL INDEX KEY: 0001145202 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330954381 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78288 FILM NUMBER: 02666214 BUSINESS ADDRESS: STREET 1: 513 CALLE AMIGO CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 9494929998 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DR PROTEIN COM INC CENTRAL INDEX KEY: 0001145202 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330954381 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 513 CALLE AMIGO CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 9494929998 SC 13D 1 sch13d-mirrotto.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ________)* Dr. Protein.com, Inc. --------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 23330T-10-9 ----------- (CUSIP Number) Michael Muellerleile, 4100 Newport Place Street, Suite 830, Newport Beach, CA 92660 (949) 250-8655 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 22, 2002 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 23330T-10-9 - ---------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michelle Mirrotto ---------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ----------------------------------------------------------- (b) ----------------------------------------------------------- 3. SEC Use Only --------------------------------------------- 4. Source of Funds (See Instructions) PF ------------------------ 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ---------------------------- 6. Citizenship or Place of Organization U.S. ---------------------- Number of 7. Y Sole Voting Power 2,500,000 ----------------------------------- Shares Beneficially 8. Y Shared Voting Power 600,000 ---------------------------------- Owned by Each 9. Y Sole Dispositive Power 2,500,000 ------------------------------- Reporting Person 10. Y Shared Dispositive Power 600,000 ----------------------------- With 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,100,000 ---------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) -------------------- 13. Percent of Class Represented by Amount in Row (11) 48.47% ----------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN ----------------------------------------------------- Item 1. Security and Issuer - ---------------------------- This statement relates to shares of the common stock, $.001 par value of Dr. Protein.com, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1102 Buena Vista, San Clemente, California 92672. Item 2. Identity and Background - -------------------------------- (a) Name: Michelle Mirrotto (b) Business Address: 1102 Buena Vista San Clemente, California 92672 (c) Present Principal Occupation: President and director of Dr. Protein.com, Inc., whose address is shown in Item 2(b) (d) Disclosure of Criminal Proceedings: Ms. Mirrotto has not been convicted in any criminal proceeding at any time. (e) Disclosure of Civil Proceedings: Ms. Mirrotto has not been subject to any judgment, decree or final order enjoining violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. (f) Citizenship: Ms. Mirrotto is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration - --------------------------------------------------------- Ms. Mirrotto purchased 1,500,000 shares in exchange for $15,000. The source of those funds were Ms. Mirrotto's personal funds. Item 4. Purpose of Transaction - -------------------------------- Ms. Mirrotto acquired 1,500,000 shares from a former officer and director of the Issuer as a personal investment and to express her personal economic commitment to the Issuer. Item 5. Interest in Securities of the Issuer - --------------------------------------------- Ms. Mirrotto beneficially owns a total of 3,100,000 shares of the Issuer's common stock as follows: (a) Ms. Mirrotto directly and personally owns 2,500,000 shares of the Issuer's common stock which comprises 39.09% of the Issuer's total issued and outstanding shares. Ms. Mirrotto also beneficially owns 600,000 shares of the Issuer's common stock which are owned by Ryan A. Neely, her spouse. Therefore, Ms. Mirrotto beneficially owns in the aggregate 3,100,000 shares of the Issuer's total issued and outstanding shares, or 48.47%. (b) Ms. Mirrotto has sole voting and dispositive power as to the 2,500,000 shares she owns directly. Ms. Mirrotto has shared voting and dispositve power as to the 600,000 shares owned by Mr. Neely, her spouse. (c) None. (d) Not Applicable. (e) Not Applicable. Item 6. Contacts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - -------------------------------------------------------------------------------- None. Item 7. Material to Be Filed as Exhibits - ----------------------------------------- None. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 29, 2002 Date /s/ Michelle Mirrotto - -------------------------- Michelle Mirrotto The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----