0001078782-15-001395.txt : 20150825 0001078782-15-001395.hdr.sgml : 20150825 20150825163313 ACCESSION NUMBER: 0001078782-15-001395 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150825 DATE AS OF CHANGE: 20150825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOMENTOUS ENTERTAINMENT GROUP INC CENTRAL INDEX KEY: 0001602381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ALLIED TO MOTION PICTURE PRODUCTION [7819] IRS NUMBER: 464446281 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88901 FILM NUMBER: 151073438 BUSINESS ADDRESS: STREET 1: PO BOX 861 CITY: SUGAR LAND STATE: TX ZIP: 77487-0861 BUSINESS PHONE: 800-314-8912 MAIL ADDRESS: STREET 1: PO BOX 861 CITY: SUGAR LAND STATE: TX ZIP: 77487-0861 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS TIM CENTRAL INDEX KEY: 0001048788 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: PO BOX 861 CITY: SUGAR LAND STATE: TX ZIP: 77487 SC 13D 1 f13d082515_sc13d.htm SCHEDULE 13D Schedule 13D



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934


MOMENTOUS ENTERTAINMENT GROUP, INC.

(Name of Issuer)


COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)


60878D 104

(CUSIP Number)


Tim Williams

P.O. 861

Sugar Land, Texas 77487-0861

Telephone: (800) 314-8912

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


June 11, 2015

(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.      .


The information required in 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.




|   1  |

Names of Reporting Persons.

 

 

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

 

 

The Mandest Trust

  

 

|   2  |

Check the Appropriate Box if a Member of a Group

(a)      .

 

 

(b)  X .

 

 

 

|   3  |

SEC Use Only

 

 

 

 

 

 

 

|   4  |

Source of Funds

 

 

PF, OO

 

 

 

 

|   5  |

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

      .

 

 

 

 

 

 

|   6  |

Citizenship or Place of Organization

 

 

US

 

  

 

 

| 7 | Sole Voting Power

 

 

 

8,000,000 Shares of Common Stock

 

 

Number of Shares

| 8 | Shared Voting Power

Beneficially

-0-

Owned by Each

 

Reporting                      

| 9 | Sole Dispositive Power

Person With


8,000,000 Shares of Common Stock

 

 

 

| 10 | Shared Dispositive Power

 

-0-

 

|  11  |

Aggregate Amount Beneficially Owned by Each Reporting Person

 


8,000,000 Shares of Common Stock

  

|  12  |

Check if the Aggregate Amount in Row (11) Excludes Certain Shares        .

 


Not applicable.

 

 

|  13  |

Percent of Class Represented by Amount in Row (11)

 

10.16% of the Company’s outstanding Common Stock.

 

 

|  14  |

Type of Reporting Person

 

OO

 





|   1  |

Names of Reporting Persons.

 

 

I.R.S. Identification Nos. of above persons (entities only).

 

 

 

 

 

Tim Williams

  

 

|   2  |

Check the Appropriate Box if a Member of a Group

(a)      .

 

 

(b)  X .

 

 

 

|   3  |

SEC Use Only

 

 

 

 

 

 

 

|   4  |

Source of Funds

 

 

PF, OO

 

 

 

 

|   5  |

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

      .

 

 

 

 

 

 

|   6  |

Citizenship or Place of Organization

 

 

United States

 

  

 

 

| 7 | Sole Voting Power

 

 

 

4,001,800 Shares of Common Stock


8,000,000 Shares of Common Stock – Registered in the Name of The Mandest Trust

 

 

Number of Shares

| 8 | Shared Voting Power

Beneficially

-0-

Owned by Each

 

Reporting                      

| 9 | Sole Dispositive Power

Person With

4,001,800 Shares of Common Stock.


8,000,000 Shares of Common Stock – Registered in the Name of The Mandest Trust

 

 

 

| 10 | Shared Dispositive Power

 

-0-

 

|  11  |

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,001,800 Shares of Common Stock.


8,000,000 Shares of Common Stock – Registered in the Name of The Mandest Trust.

  

|  12  |

Check if the Aggregate Amount in Row (11) Excludes Certain Shares        .

 

Not applicable.

 

 

|  13  |

Percent of Class Represented by Amount in Row (11)

 

15.24% of the Company’s outstanding Common Stock.

 

 

|  14  |

Type of Reporting Person

 

IN




 

Item 1. Security and Issuer


This Schedule 13D relates to the Common Stock of Momentous Entertainment Group, Inc. (the “Company”).  The principal executive offices of the Company are located at P.O. Box 861, Sugar Land, Texas 77487-0861.


Item 2. Identity and Background


(a)-(c) This Statement on Schedule 13D is being filed by The Mandest Trust (the “Trust”) and Tim Williams (collectively, the “Reporting Persons”).  The business address of the Reporting Persons is P.O. Box 861, Sugar Land, Texas 77087-0861.  Mr. Williams is the EVP – Business Development of the Company, which is an entertainment company focused on creating, producing and distributing quality content across various media channels by utilizing direct response media marketing.  The Trust is a Family Trust. Mr. Williams is the Trustee of the Trust.  By virtue of such relationships, Mr. Williams may be deemed to beneficially own the securities held by the Trust.


(d)-(e)  During the last five years, neither Reporting Person: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was 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.


(f)  Mr. Williams is a citizen of the United States.  The Trust is Domestic.


Item 3. Source of Amount of Funds or Other Compensation


On February 27, 2014, the Mr. Williams acquired an aggregate of 4,001,800 shares (the "Shares") of Common Stock of the Company as payment for services as the EVP of the Company.  On August 14, 2015, the Trust received 8,000,000 shares of Common Stock in connection with the original services as EVP of the Company.


Item 4. Purpose of Transaction


The Reporting Persons acquired the securities for investment purposes.  In the future, depending on general market and economic conditions affecting the Company and other relevant factors, the Reporting Persons may purchase additional securities of the Company or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions or otherwise.


The Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:


 

(a)

the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;


 

(b)

a reorganization involving the Company;


 

(c)

a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;


 

(d)

a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;


 

(e)

a material change in the present capitalization or dividend policy of the Company;


 

(f)

other material changes in the Company’s business or corporate structure;


 

(g)

changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;


The Reporting Persons do not have any plans or proposals which relate to or result in:


 

(h)

causing a class of securities of the Company to be delisted from a national securities exchange or 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 Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or





 

(j)

any action similar to any of those enumerated in (h) through (j), above.


Item 5. Interest in Securities of the Issuer


 

(a)

As of the date of this report, the Reporting Persons beneficially own 12,001,800 shares of the Company's Common Stock representing 15.4% of the 78,769,010 shares of the Company's issued and outstanding capital stock.  Mr. Williams beneficially owns 12,001,800 shares (15.4%) and the Trust beneficially owns 8,000,000 shares (10.2%).

  

 

(b)

The number of shares as to which the Reporting Person has:

   Sole power to vote or direct the vote:    Mr. Williams - 12,001,800; the Trust - 8,000,000

   Shared power to vote or direct the vote:     -0-

   Sole power to dispose or direct the disposition: Mr. Williams - 12,001,800; the Trust - 8,000,000

   Shared power to dispose or direct the disposition:   -0-


 

(c)

See Item 3, above.


 

(d)

No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by the Reporting Persons.


 

(e)

N/A.


Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer


Not applicable.


Item 7. Material to be Filed as Exhibits


Not applicable.


Signature


After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: August 25, 2015


By: /s/ Tim Williams              

            Tim Williams             



 The Mandest Trust


By: /s/Tim Williams               

Its: Trustee