SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
SCOOP MEDIA, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
809137-102
(CUSIP Number)
Conn Flanigan
1601 Blake Street, Suite 310
Denver, CO 80202 (303) 894-7971
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 10, 2013
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.
(1) 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 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 | Names of Reporting Persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Heng Fai Enterprises, Ltd. (f/k/a Xpress Group, Ltd.) , and Fai H. Chan | ||
2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) . (b) . | ||
3 | SEC Use Only | ||
4 | Source of Funds WC | ||
5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) .
| ||
6 | Citizenship or Place of Organization HONG KONG, HONG KONG | ||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 7,500,000; SEE ITEM 5 OF ATTACHED SCHEDULE | |
8 | Shared Voting Power 7,500,000; SEE ITEM 5 OF ATTACHED SCHEDULE | ||
9 | Sole Dispositive Power 7,500,000; SEE ITEM 5 OF ATTACHED SCHEDULE | ||
10 | Shared Dispositive Power 7,500,000; SEE ITEM 5 OF ATTACHED SCHEDULE | ||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,500,000; SEE ITEM 5 OF ATTACHED SCHEDULE | ||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) . | ||
13 | Percentage of Class Represented by Amount in Row (11) 93.7%; SEE ITEM 5 OF ATTACHED SCHEDULE | ||
14 | Type of Reporting Person (See Instructions) HENG FAI ENTERPRISES, LTD. IS “CO”; MR. FAI H. CHAN IS “IN” | ||
SCHEDULE 13D
ITEM 1.
SECURITY AND ISSUER
This statement relates to the common stock, $.001 par value (the "Common Stock") of Scoop Media, Inc. (the "Issuer").
The name and address of the principal executive offices of the Issuer are:
OnTarget360 Group, Inc.
1601 Blake Street, Suite 310
Denver, CO 80202
ITEM 2.
IDENTITY AND BACKGROUND
The reporting persons are Heng Fai Enterprises, Ltd. (f/k/a Xpress Group, Ltd.) and Fai H. Chan.
I.
(a) Heng Fai Enterprises, Ltd.
(b)
The principal office address of Heng Fai Enterprises, Ltd. is 24/F Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong, PRC.
(c)
The principal business of Heng Fai Enterprises, Ltd. is investment.
(d)
During the last five years, Heng Fai Enterprises, Ltd. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, Heng Fai Enterprises, Ltd. has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
(f)
Heng Fai Enterprises, Ltd. is a British Virgin Island limited company.
II.
(a) Fai H. Chan, shareholder of Heng Fai Enterprises, Ltd.
(b)
The principal office address of Fai H. Chan is 24/F Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong, PRC.
(c)
The principal occupation of Fai Chan is Director of Heng Fai Enterprises, Ltd.
(d)
During the last five years, Fai Chan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, Fai Chan has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.
(f)
Fai Chan is a citizen of Hong Kong.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 10, 2013, Heng Fai Enterprises, Ltd. agreed to purchase an aggregate of 2,000,000 common shares of the Issuer from various parties. Heng Fai Enterprises, Ltd. purchased these common shares for $12,820.00 or $0.00641 per share.
ITEM 4.
PURPOSE OF TRANSACTION
The purpose of this transaction between the Issuer and Heng Fai Enterprises, Ltd. was to acquire a controlling interest in the Issuer.
Heng Fai Enterprises, Ltd.:
(a)
may purchase up to 30,000 common shares of the Issuer in the future;
(b)
plans to approve a merger with a Maryland corporation, also owned by Heng Fai Enterprises, Ltd. for purposes of operating a real estate investment trust;
(c)
does not have any plans to sell or transfer a material amount of assets of the Issuer or any of its subsidiaries;
(d)
will add Fai H. Chan and Tong Wan Chan as directors upon the merger with the Maryland corporation;
(e)
does not plan to increase authorized capital;
(f)
does not have any plans or proposals for any other material change in the Issuer’s business or corporate structure;
(g)
does not plan to change the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h)
does not plan to cause a class of securities 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)
does not have any plans or proposals for 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)
does not have any plans or proposals for any action similar to any of those enumerated above.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
(a)
Heng Fai Enterprises, Ltd.
Pursuant to the reported transaction Heng Fai Enterprises, Ltd. will receive 2,000,000 common shares of the Issuer. Along with the 5,500,000 common shares Heng Fai Enterprises already owned, Heng Fai Enterprises will own 7,500,000 common shares which will constitute approximately 93.7% of the outstanding common chares of the Issuer. The purchase price per share of this reported transaction is $0.00641.
Fai H. Chan is a shareholder and a director of Heng Fai Enterprises, Ltd. and therefore may be considered a beneficial owner of the shares detailed here in Item 5.
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares detailed here in Item 5.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any 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, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions in loan agreements need not be included.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
(a)
Agreement to File one Statement on Schedule 13D.
(b)
Form of Share Purchase Agreement dated December 10, 2013.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: December 13, 2013
/s/ Heng Fai Enterprises, Ltd.
Heng Fai Enterprises, Ltd.
/s/ Fai H. Chan
Fai H. Chan
Exhibit 7(a)
Agreement to File One Statement on Schedule 13D
Pursuant to Rule 13d-1(k)(1)(iii) of the Securities Exchange Act of 1934, as amended, the under signed agree that the Schedule 13D to which this Exhibit is attached is filed on behalf of each of the undersigned.
December 13, 2013
/s/ Heng Fai Enterprises, Ltd.
Heng Fai Enterprises, Ltd.
/s/ Fai H. Chan
Fai H. Chan
Exhibit 7(b)
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