0001521536-12-001208.txt : 20121129 0001521536-12-001208.hdr.sgml : 20121129 20121129093541 ACCESSION NUMBER: 0001521536-12-001208 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOTON, CORP CENTRAL INDEX KEY: 0001491419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 980657263 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87081 FILM NUMBER: 121230465 BUSINESS ADDRESS: STREET 1: 4751 WILSHIRE BOULEVARD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 BUSINESS PHONE: (310) 601-2500 MAIL ADDRESS: STREET 1: 4751 WILSHIRE BOULEVARD STREET 2: 3RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sandor Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001487237 IRS NUMBER: 270013809 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2828 ROUTH STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 849-9876 MAIL ADDRESS: STREET 1: 2828 ROUTH STREET STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 q1100876_sandor13g-loton.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)


LOTON, CORP.
(Name of Issuer)


COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)


54567A109
(CUSIP Number)


October 13, 2011
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

(Page 1 of  6 Pages)
 
 
 
 
 
CUSIP No. 54567A109

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
John Lemak
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ¨
(b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
760,000 (1)
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
760,000 (1)
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
760,000 (1)
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
13.46 % (2)
 
12
 
TYPE OF REPORTING PERSON*
 
IN

(1)  
Held by Sandor Capital Master Fund (“Sandor Capital”). Mr. John Lemak is the principal of Sandor Capital.
(2)  
Based on 5,645,000 shares outstanding as of as of November 15, 2012.
 
 
 
 
 
CUSIP No. 54567A109

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Sandor Capital Master Fund
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a) ¨
(b) ¨
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
 
 
 
NUMBER OF SHARES
 
5
 
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
 
6
 
SHARED VOTING POWER
 
760,000
 
EACH
REPORTING
 
7
 
SOLE DISPOSITIVE POWER
 
0
 
PERSON WITH
 
8
 
SHARED DISPOSITIVE POWER
 
760,000
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
760,000
 
10
 
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
13.46 % (1)
 
12
 
TYPE OF REPORTING PERSON*
 
CO

(1)  
Based on 5,645,000 shares outstanding as of as of November 15, 2012.
 
 
 
 
 
Item 1(a).                 Name of Issuer:

Loton, Corp.

Item 1(b).                 Address of Issuer's Principal Executive Offices:

4751 Wilshire Blvd., 3rd Floor, Los Angeles, California 90010

Item 2(a).                 Name of Person Filing.

This statement is being filed by John Lemak and Sandor Capital Master Fund (“Sandor Capital”, together with Mr. Lemak, the “Reporting Persons”).

Item 2(b).                 Address of Principal Business Office or, if None, Residence.

2828 Routh St., Suite 500, Dallas, Texas 75201

Item 2(c).                 Citizenship.

United States/Texas.

Item 2(d).                 Title of Class of Securities.

Common Stock, par value $0.001 per share.

Item 2(e).                 CUSIP Number.

54567A109

Item 3.                      Type of Person

Not applicable.

Item 4.                      Ownership.

(a) Amount beneficially owned: 760,000 (1).

(b) Percent of class: 13.46 % (2).

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0.

(ii) Shared power to vote or to direct the vote: 760,000 (1).

(iii) Sole power to dispose or to direct the disposition of: 0.

(iv) Shared power to dispose or to direct the disposition of: 760,000 (1).

Item 5.                      Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.                      Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

(1)  
Held by Sandor Capital . Mr. John Lemak is the principal of Sandor Capital.
(2)  
Based on 5,645,000 shares outstanding as of as of November 15, 2012.
 
 
 
 
 
Item 7.                      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
 
Not applicable.

Item 8.                      Identification and Classification of Members of the Group.

Not applicable.

Item 9.                      Notice of Dissolution of Group.

Not applicable.

Item 10.                    Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 

 
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.


   
Sandor Capital Master Fund
  
       
Date: November 28, 2012
By: 
/s/ John Lemak
  
   
John Lemak, Principal
  
       
       
       
Date: November 28, 2012
By: 
/s/ John Lemak
  
   
John Lemak