0001469299-11-000409.txt : 20110617 0001469299-11-000409.hdr.sgml : 20110617 20110616192741 ACCESSION NUMBER: 0001469299-11-000409 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110617 DATE AS OF CHANGE: 20110616 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHOI DAVID Y CENTRAL INDEX KEY: 0001384524 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 6162 BRISTOL PARKWAY CITY: CULVER CITY STATE: CA ZIP: 90230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SWINGING PIG PRODUCTIONS INC CENTRAL INDEX KEY: 0001301874 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 753160134 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86281 FILM NUMBER: 11916606 BUSINESS ADDRESS: STREET 1: 36 TWINBERRY CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 949-436-5530 MAIL ADDRESS: STREET 1: 36 TWINBERRY CITY: ALISO VIEJO STATE: CA ZIP: 92656 SC 13D 1 sppsch13d051211.htm SPP SCH 13D 05/12/11 sppsch13d051211.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 
Swinging Pig Productions, Inc.
 (Name of Issuer)
 
Common Stock
(Title of Class of Securities)

870780103 
(CUSIP Number)
 
David Y. Choi
6162 Bristol Parkway
Culver City, California 90230
(818) 242-5853
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 12, 2011
(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 §§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. See §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).
 

 
1
 
 
CUSIP No.
 
 
1.
Names of Reporting Persons. S.S or I.R.S. Identification No. of above persons.
   
David Y. Choi
 
 
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)    IN
 
 
5.
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [  ]  
 
 
6.
Citizenship or Place of Organization    U.S.
 
     
 
7.
Sole Voting Power     1,200,000
Number of
    
Shares
8.
Shared Voting Power    0  
Beneficially
Owned by
Each
    
Reporting
9.
Sole Dispositive Power    1,200,000
Person
With
 
    
 
10.
Shared Dispositive Power    0
     
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person    1,200,000
 
 
12.
Check box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o  
 
 
13.
Percent of Class Represented by Amount in Row (11)    55.35%
 
 
14.
Type of Reporting Person (See Instructions)
   
IN

 
2
 
Item 1. Security and Issuer
 
This statement relates to shares of the $.001 par value common stock of Swinging Pig Productions, Inc., a Florida corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 36 Twinberry, Aliso Viejo, California 92656.
 
Item 2. Identity and Background
 
(a)
Name:
David Y. Choi.
     
(b)
Business Address:
6162 Bristol Parkway, Culver City, California 90230.
     
(c)
Present Principal Occupation:
Professor and Business Advisor.
     
(d)
Disclosure of Criminal Proceedings:
Mr. Choi has not been convicted in any criminal proceeding at any time.
     
(e)
Disclosure of Civil Proceedings:
Mr. Choi 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:
Mr. Choi is a citizen of the U.S.
 
Item 3. Source and Amount of Funds or Other Consideration

On May 12, 2011, Mr. Choi purchased 600,000 common stock shares of the Issuer from Julie Mirman, the Issuer’s former president and director, pursuant to a Share Transfer Agreement, dated as of May 12, 2011, for the purchase price of $5,000.00.

On May 12, 2011, Mr. Choi purchased 600,000 common stock shares of the Issuer from Daniel Mirman, the Issuer’s former treasurer, secretary and director, pursuant to a Stock Purchase Agreement, dated as of May 12, 2011, for the purchase price of $5,000.00.  

The funds used by Mr. Choi to purchase the shares were personal funds of Mr. Choi.
 
Item 4. Purpose of Transaction 
 
The shares of beneficial interest owned by Mr. Choi were acquired from Julie Mirman and Daniel Mirman as described in Item 3 and are held for investment purposes.  
 
 
3
 
Item 5. Interest in Securities of the Issuer
 
Mr. Choi beneficially owns an aggregate of 1,200,000 shares of the Issuer’s common stock as follows:
 
(a) Mr. Choi directly and personally owns 1,200,000 shares of the Issuer’s common stock which comprises 55.35% of the Issuer’s total issued and outstanding shares.
 
(b) Mr. Choi has sole voting and dispositive power as to the 1,200,000 shares he owns directly.
 
(c) Not Applicable.
 
(d) Not Applicable.
 
(e) Not Applicable.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
None.
 
Item 7.  Material to Be Filed as Exhibits
 
The following documents are included as exhibits to this Schedule 13D:

 

 
4
 
 
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.
 
 
Date: June 15, 2011
    
     
     
 
/s/ David Y. Choi
  
 
David Y. Choi
 
  
 
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)
 
 
 
 5
EX-99.1 2 sppex991.htm SHARE TRANSFER AGREEMENT BETWEEN JULIE MIRMAN AND DAVID CHOI sppex991.htm
Exhibit 99.1
 
 
SHARE TRANSFER AGREEMENT


THIS SHARE TRANSFER AGREEMENT (this "Agreement") is executed as of this 12th day of May 2011, by Julie Mirman ("Seller"), and David Y. Choi ("Purchaser") wherein certain shares of common stock of Swinging Pig Productions, Inc., a Florida corporation, are being sold pursuant to the terms and conditions set out below:

1.           Share Ownership and Sale. The Seller is the owner, free and clear of any encumbrances, of 600,000 shares of common stock of Swinging Pig Productions, Inc., a Florida corporation ("Shares"). The Seller has full and complete right and authority to transfer, sell, surrender, assign and convey the Shares to the Purchaser. The purchase price for the shares is $5,000.00. The transaction shall be consummated when the purchase funds and the necessary transfer documents have been delivered to the Closing Agent.

2.           Voluntary Nature of Transaction. The sale of the Shares by the Seller to the Purchaser is made freely and voluntarily by the Seller. The Seller, in selling the Shares to the Purchaser, is not acting under fraud, duress, menace or undue influence. The Seller makes no representations as to the value of the stock or the financial condition of the underlying company.


IN WITNESS WHEREOF, the undersigned executes this Certificate as of the date set forth above.

 
 
SELLER
 
 
/s/ Julie Mirman
  
 
 
PURCHASER
 
 
/s/ David Y. Choi
  
   
   
 
 
EX-99.2 3 sppex992.htm STOCK PURCHASE AGREEMENT BETWEEN DANIEL MIRMAN AND DAVID CHOI sppex992.htm
Exhibit 99.2
 
STOCK PURCHASE AGREEMENT
 
THE STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into on this ____ day of May 2011, by and between Daniel Mirman (“Seller”) and David Choi (“Purchaser”).
 
RECITALS
 
A.  The Seller is the owner of Six Hundred Thousand (600,000) shares of common stock of Swinging Pig Productions, Inc., a Florida corporation (“Company”).
 
B.  The Purchaser desires to purchase 600,000 shares of common stock (“Shares”) from the Seller, on the terms and subject to the conditions specified in this Agreement.
 
C.  The Seller desires to sell, assign, transfer, convey, surrender, deliver, and set over the Shares to the Purchaser, on the terms and subject to the conditions specified in this Agreement.
 
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS, PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT AND WARRANT AS FOLLOWS:
 
1.  Purchase of Shares.  On the terms and subject to all of the conditions specified by the provisions of this Agreement and upon the performance by each of the parties of their respective obligations created by the provisions of this Agreement, the Seller hereby forever and irrevocably sells, assigns, transfers, surrenders, conveys, delivers and sets over to the Purchaser, and Purchaser hereby purchase the Shares from the Seller.
 
2.  Consideration.  As the consideration for the Seller's surrender and sale, and the Purchaser’s purchase, of the Shares, the Purchaser shall pay and deliver Five Thousand Dollars ($5,000.00) to Seller within 5 business days of the closing of this agreement. The receipt and sufficiency of such consideration is hereby specifically acknowledged by the Seller.
 
           3.  Seller's Representations, Warranties and Covenants.  The Seller represents and warrants to the Purchaser and covenants with the Purchaser the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of the Purchaser pursuant hereto:
 
3.1  Validity of Agreement.  This Agreement is valid and obligates the Seller.  The Seller has full and complete power and authority to sell the Shares, as contemplated by the provisions of this Agreement.
 
3.2  Share Ownership.  The Seller is the owner, free and clear of any encumbrances, of the Shares. The Seller has full and complete right and authority to transfer, sell, surrender, assign and convey the Shares to the Purchaser.
 
3.3  Brokerage and Finder's Fees.  The Seller has not incurred any liability to any broker, finder or agent for any brokerage fees, finder's fees or commissions with respect to the transaction contemplated by the provisions of this Agreement.
 
3.4  Voluntary Nature of Transaction. The sale by the Seller to the Purchaser of the Shares is made freely and voluntarily by the Seller.  The Seller, in selling the Shares to the Purchaser, is not acting under fraud, duress, menace or undue influence.
 
 
 
 
4.  Purchaser’s Representations and Warranties.  The Purchaser represents and warrants to the Seller and covenants with the Seller the following, the truth and accuracy of each of which shall constitute a condition precedent to the obligations of the Seller pursuant hereto:
 
4.1  Validity of Agreement.  This Agreement is valid and obligates the Purchaser.  The Purchaser has full and complete power and authority to purchase the Shares, as contemplated by the provisions of this Agreement.
 
4.2  Brokerage and Finder's Fees.  The Purchaser has not incurred any liability to any broker, finder or agent for any brokerage fees, finder's fees or commissions with respect to the transaction contemplated by the provisions of this Agreement.
 
4.3   Voluntary Nature of Transaction. The Purchaser’s purchase of the Shares is made freely and voluntarily by the Purchaser.  The Purchaser, in purchasing the Shares, is not acting under fraud, duress, menace or undue influence.
 
5. Governing Law; Venue.  This Agreement has been executed in and shall be governed by the laws of the State of Florida. Any and all actions brought under this Agreement shall be brought in the state and/or federal courts of the United States sitting in the State of Florida and each party hereby waives any right to object to the convenience of such venue.
 
6. Entire Agreement.  This Agreement supersedes any and all other agreements, either oral or in writing, between the parties to this Agreement with respect to the subject matter hereof and contains all the covenants and agreements between said parties with respect thereto, and each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied herein, and that any other agreement, statement, or promise concerning the subject matter set forth in this Agreement shall be of no force or effect except in a subsequent modification in writing signed by the party to be charged.
 
7. Severability.  In the event any part of this Agreement, for any reason, is declared to be invalid, such decision shall not affect the validity of any remaining portion of this Agreement, which remaining portion shall remain in full force and effect as if this Agreement  had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties to this Agreement that they would have executed the remaining portion of this Agreement without including any such part, parts, or portion which, for any reason, may be hereafter declared invalid.
 
8. Further Assurance.  Each party to this Agreement hereby agrees to take any and all action necessary or appropriate to execute and discharge its responsibilities and obligations created pursuant to the provisions of this Agreement and to further effectuate and carry out the intents and purposes of this Agreement and the transactions contemplated hereby.
 
9. Execution in Counterparts; Signatures.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will be one and the same document.  Facsimiles and electronic copies in portable document format (“PDF”) containing original signatures shall be deemed for all purposes to be originally signed copies of the documents that are the subject of such facsimiles or PDF versions.
 
10. Representation by Counsel. All parties have been advised of their rights to obtain independent counsel. All parties are either represented by independent counsel or hereby specifically waive the right to counsel. Each party represents, warrants, and covenants that such party executes this Agreement acting on its own independent judgment or upon the advice of such party's counsel, without any representation, express or implied, of any kind from any other party, except as specified expressly in this Agreement.
 
11. Successors and Assigns.  This Agreement and each of its provisions shall obligate the heirs, executors, administrators, successors, and assigns of each of the parties hereto.  No provisions of this paragraph, however, shall be a consent to the assignment or delegation by any party to this Agreement of its respective rights and obligations created pursuant to the provisions of this agreement.
 
12. Effectiveness of this Agreement.  The consummation of the transaction contemplated hereby shall take place concurrent with the closing of the Debt Cancellation Agreement between the Company and Lender.  In the event any of  the terms under the Debt Cancellation Agreement are not executed, this agreement shall not be executed in whole or in part by the Seller and Purchaser and shall not become effective.
 
[Signatures on Following Page]
 

 
 
 

 
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement on the date first above written.
 
 
 
 
 
SELLER
 
  
  By:    
    Daniel Mirman  
       
 
 
 
PURCHASER
 
  
  By:    
    David Choi