0001477932-11-000246.txt : 20110307 0001477932-11-000246.hdr.sgml : 20110307 20110307141029 ACCESSION NUMBER: 0001477932-11-000246 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110307 DATE AS OF CHANGE: 20110307 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Samuel J. CENTRAL INDEX KEY: 0001514163 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 6980 LONG LEAF DRIVE CITY: PARKLAND STATE: FL ZIP: 30076 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: InfoSpi, Inc. CENTRAL INDEX KEY: 0001427352 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85790 FILM NUMBER: 11667981 BUSINESS ADDRESS: STREET 1: 19495 BISCAYNE BLVD. STREET 2: SUITE 411 CITY: AVENTURA STATE: FL ZIP: 33180 BUSINESS PHONE: 305-932-9795 MAIL ADDRESS: STREET 1: 19495 BISCAYNE BLVD. STREET 2: SUITE 411 CITY: AVENTURA STATE: FL ZIP: 33180 SC 13D 1 samual_sc13d.htm FORM SC 13D samual_sc13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
 
INFOSPI INC.
 (Name of Issuer)

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

45678X103
 (CUSIP Number)
 
SAMUEL J. COOPER
6980 Long Leaf Drive
Parkland, Florida 30076
 
TELEPHONE NO. ( 954 ) 520-2898
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

February 14, 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 Section 240.13d-1(e) 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
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 the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 8 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.
 
 
 
 
1. Names of Reporting Person: Samuel J. Cooper
 
2. Check the Appropriate Box if a Member of a Group (SEE Instructions)
 
(a) o
 
(b) o

3. SEC Use Only:
 
4. Citizenship or Place of Organization
 
United States

Number of Shares Beneficially by Owned by Reporting Person With:
 
7. Sole Voting Power: 30,003,000
 
8. Shared Voting Power: -0-
 
9. Sole Dispositive Power: 30,003,000
 
10. Shared Dispositive Power: -0-
 
11. Aggregate Amount Beneficially Owned by Reporting Person: 30,003,000
 
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (SEE INSTRUCTIONS):
 
13. Percent of Class Represented by Amount in Row (11): 17.90%(1)
 
14. Type of Reporting Person (SEE Instructions): IND
_______
(1)  Based on 184,390,258 shares of the Issuer’s common stock issued and outstanding.
 
The class of equity securities to which this statement relates is shares of common stock, par value $0.001 per share (the "Shares"), of Infospi, Inc., a corporation organized under the laws of the State of Nevada (the "Issuer"). The principal executive office of the Issuer is 19495 Biscayne Blvd., Suite 411, Aventura, Florida 33180.

ITEM 2. IDENTITY AND BACKGROUND
 
A. NAME OF PERSON FILING THIS STATEMENT:
 
This statement is filed by Samuel Cooper (the "Reporting Person"). The Reporting Person is a businessman.
 
B. RESIDENCE OR BUSINESS ADDRESS:
 
The business address of the Reporting Person is 6980 Long Leaf Drive, Parkland, Florida 30076.
 
 C. PRESENT PRINCIPAL OCCUPATION AND EMPLOYMENT:
 
The Reporting Person is a businessman engaged in investment opportunities.
 
D. CRIMINAL PROCEEDINGS:
 
During the last five years, the Reporting Person has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).
 
E. CIVIL PROCEEDINGS:

During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or fining any violation with respect to such laws.
 
 
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
The Reporting Person acquired the 30,003,000 shares of common stock pursuant to a definitive agreement dated February 14, 2011 (the “Agreement”) among the Issuer, NexPhase Lighting, Inc., a privately held Florida corporation (“NexPhase”)., and the shareholders of NexPhase (the “NexPhase Shareholders”). In accordance with the terms and provisions of the Agreement: (i) the Issuer acquired from the NexPhase Shareholders an aggregate 60,622,000 shares of common stock of NexPhase representing the total issued and outstanding shares of NexPhase; and (ii) in exchange therefore, the Issuer issued to the NexPhase Shareholders an aggregate 67,500,000 shares of its restricted common stock in proportion to the equity holdings of the NexPhase Shareholders (of which 30,003,000 shares were issued to the Reporting Person).
 
ITEM 4. PURPOSE OF TRANSACTION
 
The Reporting Person acquired the Issuer's shares as described in Item 3 for investment purposes.
 
Subject to all relevant securities law restrictions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties, subject to and depending upon prevailing market conditions for such securities.
 
Except as otherwise disclosed herein, Reporting Person has no current plans or proposals that relate to or would result in:
 
(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 
(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
 
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
(e) any material change in the present capitalization or dividend policy of the Issuer;
 
(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
 
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
 
(h) causing a class of securities of the Issuer 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;
 
(i)  a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
 
(j)  any action similar to any of those enumerated above.
 
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
 
The filing of this statement by the Reporting Person shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statements herein.
 
(a) As of February 14, 2011, the Reporting Person was the beneficial owner of 30,003,000 shares (or approximately 17.90%() of the Issuer's common stock.
 
(b) As of February 14, 2011, the Reporting Person had the sole power to vote or to direct the voting of, or to dispose or to direct the disposition of, 30,003,000 shares (or approximately 17.90%) of the Issuer's issued and outstanding common stock.
 
(c) As of February 14, 2011, and within the sixty day period prior thereto, no transactions involving the Issuer's equity securities had been engaged in by the Reporting Person other than as disclosed herein.
 
(d) As of February 14,  2011, to the best knowledge and belief of the undersigned, no person other than the Reporting Person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's equity securities.
 
(e) Not applicable.
 
 
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
Other than as disclosed herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, and (ii) the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.
 
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
 
Agreement dated February 14, 2011 between InfoSpi Inc., NexPhase Lighting, Inc. and the shareholders of NexPhase Lighting, Inc., which is Incorporated by reference filed as an exhibit to the Current Report on Form 8-K with the Securities and Exchange Commission on February 22, 2011.
 
 
SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
 
     
       
Dated: March 7, 2011   
By:
/s/ Samuel J. Cooper  
    Samuel J. Cooper  
       
       
                                                                            

 
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