1
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
William Leonard
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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)
PF
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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
United States
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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
1,240,000 (1)(2)
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
1,240,000 (1)(2)
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,240,000(1)(2)
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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)
6.1% (3)
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14
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Type of Reporting Person (See Instructions)
IN(1)
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Item 1. Security and Issuer
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(a)
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This Schedule 13D is filed by and on behalf of William Leonard (“Leonard” or the “Reporting Person”). The Reporting Person was appointed as a director of the Issuer on May 16, 2013, and therefore is no longer eligible to file a Schedule 13G.
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(b)
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The Reporting Person’s business address is c/o Auxilio, Inc., 26300 La Alameda, Suite 100, Mission Viejo, CA 92691.
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(c)
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The Reporting Person’s principal occupation or employment is Chairman/Partner for Prestige Office Coffee Services, which has its principal business address at 505 S. Raymond Ave, Fullerton, CA 92381.
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(d)
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Leonard has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
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(e)
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Leonard has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor has Leonard been nor is he now subject to a judgment, decree, or final order enjoining further violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Leonard is a citizen of the United States of America.
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(a)
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The acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Company 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 Company 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 Company, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board of Directors of the Company;
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(e)
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Any material change in the present capitalization or dividend policy of the Company;
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(f)
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Any other material change in the Company's business or corporate structure;
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(g)
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Changes in the Company's charter, by-laws, or instruments corresponding thereto or any actions which may impede the acquisition or control of the Company by any person;
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(h)
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Causing a class of securities of the Company 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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(a)
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As of the date hereof, the Reporting Person beneficially owns 1,240,000 shares of the Issuer’s common stock representing approximately 6.1% of the outstanding shares of the Issuer’s common stock. The percentage was calculated based on 20,394,202 shares of the Issuer’s common stock, as follows: (i) 20,154,202 shares of the Issuer’s common stock outstanding on May 16, 2013; and (ii) 240,000 shares of the Issuer’s common stock underlying a convertible promissory note and warrant and convertible or exercisable within 60 days of the filing date of this Schedule 13D.
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(b)
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The Reporting Person has sole voting and sole dispositive power over such shares. No other person shares any voting or dispositive power of such shares.
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(c)
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Other than the transactions described in Item 3 above and Item 6 below, the Reporting Person has not been involved in any transactions involving the securities of the Company in the last 60 days.
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(d)
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No other persons are known that have the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities.
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(e)
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Not applicable.
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May 28, 2013 | /s/ William Leonard |
Date | Signature |