SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nguyen Dennis Luan Thuc

(Last)

(First)

(Middle)

2740 WEST LAKE OF THE ISLES PARKWAY

(Street)

MINNEAPOLIS

55416

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEVIATHAN MINERALS GROUP INC. [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/22/2011	08/22/2011	J⁽¹⁾		3,510,679	D	⁽¹⁾	814,321	I	By New Asia Partners, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant⁽¹⁾	$4.25	08/22/2011	08/22/2011	A		651,457		08/18/2011	08/18/2013	Common Stock	651,457	⁽¹⁾	651,457	I	By New Asia Partners LLC

Explanation of Responses:

1. On August 22, 2011, New Asia Partners LLC ("NAP") cancelled an aggregate of 3,510,679 shares of common stock in connection with a Share Cancellation Agreement, dated August 22, 2011 (the "Cancellation Agreement"). The Cancellation Agreement was executed in connection with the terms and conditions of an Angreement and Plan of Share Exchange, dated August 22, 2011 (the "Share Exchange Agreement") between the Issuer and Top Yield Holding Limited ("Top Yield"), the holders of 100% of the issued and outstanding securities of Top Yield and those certain other signatories thereto.

2. The securities reported herein are owned of record by NAP. Dennis Nguyen is the Chairman of NAP and the owner of 100% of the outstanding membership interests of Newport Capital LLC, which owns 90% of the outstanding membership interests of NAP. Dennis Nguyen may be deemed to be the beneficial owner of the securities of the Issuer owned of record by NAP as he has voting and investment control over such securities. In connection with the terms and conditions of the Share Exchange Agreement, the Issuer issued to NAP, a warrant to purchase up to 651,457 shares of Common Stock of the Issuer exercisable at an exercise price of 4.25 per share.

	/s/ Dennis Nguyen	08/22/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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