Schedule 13D/A

0000950123-11-008696.txt : 20110203 0000950123-11-008696.hdr.sgml : 20110203 20110203153554 ACCESSION NUMBER: 0000950123-11-008696 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110203 DATE AS OF CHANGE: 20110203 GROUP MEMBERS: 2251442 ONTARIO INC. GROUP MEMBERS: BILL CALSBECK GROUP MEMBERS: MARTIN DOANE GROUP MEMBERS: UBEQUITY CAPITAL PARTNERS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: No Show, Inc. CENTRAL INDEX KEY: 0001411009 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 203356659 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85597 FILM NUMBER: 11570232 BUSINESS ADDRESS: STREET 1: 55 AVENUE ROAD STREET 2: SUITE 2930 CITY: TORONTO STATE: A6 ZIP: M5R 3L2 BUSINESS PHONE: 416-928-2096 MAIL ADDRESS: STREET 1: 55 AVENUE ROAD STREET 2: SUITE 2930 CITY: TORONTO STATE: A6 ZIP: M5R 3L2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 2251442 ONTARIO INC. CENTRAL INDEX KEY: 0001497455 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 36 LOMBARD STREET, SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5C 2X3 BUSINESS PHONE: 416-941-9069 MAIL ADDRESS: STREET 1: 36 LOMBARD STREET, SUITE 700 CITY: TORONTO STATE: A6 ZIP: M5C 2X3 SC 13D/A 1 c11740sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

No Show, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

654877109

(CUSIP Number)

Martin Doane
36 Lombard Street, Suite 700
Toronto, Ontario, M5C 2X3
416.941.9069

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 1, 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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.		654877109

NAMES OF REPORTING PERSONS

2251442 Ontario Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

9,000,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

9,000,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

59.8%(based on 15,050,000 shares of common stock issued and outstanding as of February 1, 2011 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on July 31, 2010).

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		654877109

NAMES OF REPORTING PERSONS

Ubequity Capital Partners, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

9,000,000

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

9,000,000

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		654877109

NAMES OF REPORTING PERSONS

Martin Doane

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

N/A

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


CUSIP No.		654877109

NAMES OF REPORTING PERSONS

Bill Calsbeck

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

N/A

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

9,000,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

9,000,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,000,000

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Item 1. Security and Issuer.

Common Stock, par value $.0001 per share (the “Common Stock”) of No Show, Inc. (the “Issuer”). The address of the Issuer’s principle executive office is 36 Lombard Street, Suite 700, Toronto, Ontario, M5C 2X3.

Item 2. Identity and Background.

2251442 Ontario Inc. (the “Reporting Corporation”) is a corporation organized under the laws of Province of Ontario, Canada. The Reporting Corporation’s principal business is investing in various business ventures.

Ubequity Capital Partners, Inc., a Canadian corporation, (“Ubequity”) is the sole shareholder of the Reporting Corporation. Ubequity’s principal business is merchant banking.

Martin Doane, a Canadian citizen, is a Global Managing Director of Ubequity and the sole director and President of the Reporting Corporation. Mr. Doane also is Chairman of the Board, President and Treasurer of the Issuer.

Bill Calsbeck is a Canadian citizen and a Global Managing Director of Ubequity. As Global Managing Directors of Ubequity,Mr. Calsbeck and Mr. Doane share authority over the voting and disposition rights of the Common Stock.

The principal business address for each of the Reporting Corporation, Ubequity, Mr. Doane and Mr. Calsbeck is 36 Lombard Street, Suite 700, Toronto, Ontario, M5C 2X3.

During the last five years, none of the Reporting Corporation, Ubequity, Mr. Doane or Mr. Calsbeck has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Corporation, Ubequity, Mr. Doane or Mr. Calsbeck has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Ubequity acquired the securities that are the subject to this Schedule 13D for a purchase price of $5,000 USD, which was funded from Ubequity’s working capital.

Item 4. Purpose of the Transaction.

Ubequity acquired all of the securities subject to this Schedule 13D indirectly through the purchase of all of the Reporting Corporation’s common stock from Raniero Corsini for investment purposes in the ordinary course of business. As a result of Ubequity’s acquisition of the securities subject to this Schedule 13D as reported in the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on February 1, 2011 (the “February Form 8-K”), Ubequity now controls the Reporting Corporation, which in turn controls the Issuer.

The Reporting Corporation intends to complete a transaction involving the Issuer or a to-be-formed wholly-owned subsidiary of the Issuer (the “New Subsidiary”) and a to be identified corporation (the “Target Corporation”), which currently is expected to be structured in accordance with one of the following scenarios: (a) the merger of the Target Corporation into the Issuer or the New Subsidiary, pursuant to which the Issuer or the New Subsidiary would be the surviving entity and the Target Corporation would cease to exist, (b) the purchase of all of the Target Corporation’s outstanding common stock by a special purpose vehicle owned by the Reporting Corporation (the “SPV”) or the Issuer in exchange for shares of the Issuer’s Common Stock, after which the Target Corporation would dissolve, (c) the purchase by the SPV or the Issuer of certain assets of the Target Corporation, after which the Target Corporation may or may not dissolve, or (d) a similar transaction in which the Target Corporation’s shareholders obtain an interest in the Issuer.

Depending on various factors, the Reporting Corporation may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including changing its current intentions with respect to any or all matters referred to in this Item 4 of Schedule 13D and may, at any time without prior notice, purchase additional Common Stock or other securities of the Issuer on the open market or in private transactions, or otherwise, at such times and at such prices as the Reporting Corporation deems advisable, or may dispose of, in open market or privately negotiated transactions or otherwise, some or all of any Commons Stock or other securities of the Issuer which it owns from time to time, and/or continue to hold the securities subject to this Schedule 13D.

5. Interest in Securities of the Issuer.

(a) The Reporting Corporation owns 9,000,000 shares of the Issuer’s common stock, which represents 59.8% of the Issuer’s outstanding Common Stock based on 15,050,000 shares of Common Stock issued and outstanding as of February 1, 2011 as reported in the Issuer’s February Form 8-K. The Reporting Corporation Exercises sole voting and dispositive power with respect to all such shares. Ubequity, in its capacity as the sole shareholder, and Mr. Doane and Mr. Calsbeck, who jointly share voting and dispositive authority over the Common Stock as the Global Managing Directors of Ubequity, may also be deemed to possess beneficial ownership, voting power and investment power with respect to all portfolio securities owned by the Reporting Corporation, including the securities which are the subject of this Schedule 13D.

(b) See Item 5(a) above.

(c) None of the Reporting Corporation, Ubequity, Mr. Doane or Mr. Calsbeck have engaged in any transactions in the Issuer’s securities in the sixty days prior to the date of this Schedule 13D.

(d) Not Applicable.

(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not Applicable.

Item 7. Material to be Filed as Exhibits.

Joint Filing Agreement, dated February 1, 2011, between 2251442 Ontario Inc., Ubequity Capital Partners, Inc., Martin Doane and Bill Calsbeck. Filed herewith.

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.

Dated: February 1, 2011.


	2251442 ONTARIO INC.
	By	/s/ Martin Doane
		Martin Doane
		Chief Executive Officer

	UBEQUITY CAPITAL PARTNERS
	By	/s/ Martin Doane
		Martin Doane
		Global Managing Director

	/s/ Martin Doane
	Martin Doane

	/s/ Bill Calsbeck
	Bill Calsbeck

EX-99.1 2 c11740exv99w1.htm EXHIBIT 1 Exhibit 1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Amendment No. 1 to the statement on Schedule 13D to which this Agreement is attached, and any amendments thereto which may be deemed necessary, is filed on behalf of each one of them pursuant to Rule 13d-1(k)(1)(iii). It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall together constitute one instrument. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Amendment No. 1 to the statement on Schedule 13D, and any amendments thereto, filed on behalf of each of the parties hereto.

Dated: February 1, 2011.


	2251442 ONTARIO INC.
	By	/s/ Martin Doane
		Martin Doane
		Chief Executive Officer

	UBEQUITY CAPITAL PARTNERS
	By	/s/ Martin Doane
		Martin Doane
		Global Managing Director

	/s/ Martin Doane
	Martin Doane

	/s/ Bill Calsbeck
	Bill Calsbeck