0001493152-19-001764.txt : 20190212 0001493152-19-001764.hdr.sgml : 20190212 20190212150231 ACCESSION NUMBER: 0001493152-19-001764 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190212 DATE AS OF CHANGE: 20190212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HighCom Global Security, Inc. CENTRAL INDEX KEY: 0001102358 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 841506325 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86261 FILM NUMBER: 19590157 BUSINESS ADDRESS: STREET 1: 12900 AUTOMOBILE BLVD STREET 2: SUITE D CITY: CLEARWATER STATE: FL ZIP: 33762 BUSINESS PHONE: 727-592-9400 MAIL ADDRESS: STREET 1: 2901 EAST 4TH AVENUE STREET 2: UNIT J CITY: COLUMBUS STATE: OH ZIP: 43219 FORMER COMPANY: FORMER CONFORMED NAME: BLASTGARD INTERNATIONAL INC DATE OF NAME CHANGE: 20040421 FORMER COMPANY: FORMER CONFORMED NAME: OPUS RESOURCE GROUP INC DATE OF NAME CHANGE: 20031222 FORMER COMPANY: FORMER CONFORMED NAME: OPUS MEDIA GROUP INC DATE OF NAME CHANGE: 20021115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 2538093 Ontario Inc. CENTRAL INDEX KEY: 0001690737 IRS NUMBER: 841506325 STATE OF INCORPORATION: FL FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2451 MCMULLEN BOOTH RD. STREET 2: STE 212 CITY: CLEARWATER STATE: FL ZIP: 33759 BUSINESS PHONE: 416-727-8416 MAIL ADDRESS: STREET 1: 104 YONGE STREET, #200 CITY: TORONTO STATE: A6 ZIP: M5C 1X6 SC 13D 1 sc13d.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

HighCom Global Security, Inc.
(Name of Issuer)

 

Common Stock
(Title of Class of Securities)

 

42984M103
(CUSIP Number)

 

Steven Morse, Esq., Morse & Morse, PLLC., 1400 Old Country Road, Westbury, NY 11590 (516-487-1446)

(Name, address and telephone number of person

authorized to receive notices and communications)

 

January 9, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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.

 

 

*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 on the remainder of this cover page shall not be deemed to be “filed” for 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. 42984M103 SCHEDULE 13D Page 2 of 5 Pages

 

1

NAME OF REPORTING PERSONS

 

2538093 Ontario Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]

(b) [  ]

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [  ]

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

NUMBER OF

 7

SOLE VOTING POWER

194,078,347 (1)

SHARES

BENEFICIALLY

 8

SHARED VOTING POWER

 

OWNED BY

EACH

 9

SOLE DISPOSITIVE POWER

194,078,347 (1)

REPORTING

PERSON WITH

 10

SHARED DISPOSITIVE POWER

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

194,078,347(1)

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Excludes 2,000,000 shares owned under common control of another entity.

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

50.3

14

TYPE OF REPORTING PERSON

 

CO

 

(1) Includes Warrants to purchase 41,801,793 shares.
   
(2) Based upon 386,014,460 shares outstanding as of September 30, 2018.

 

   
 

 

CUSIP No. 42984M103 SCHEDULE 13D Page 3 of 5 Pages

 

Item 1. Security and Issuer.

 

This statement relates to the Common Stock of HighCom Global Security, Inc. (the “Issuer” or “HighCom”). The Issuer’s executive office is located at 2901 East 4th Avenue, Unit J, Columbus, OH 43219.

 

Item 2. Identity and Background.

 

  (a) The reporting person is 2538093 Ontario Inc.
     
  (b) The address of the reporting person is 140 Yonge Street, Suite 200, Toronto, Ontario M5C 1X6.
    Place of incorporation: Ontario
    Principal Business: Investments
     
  (c) Not applicable.
     
  (d) None.
     
  (e) None.
     
  (f) Canada

 

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

 

As reported below, the acquisition of securities by the reporting person did not involve cash, but rather was a stock for stock swap.

 

Description of transaction resulting in a change of control described in 13(d) filed November 23, 2016.

 

On November 14, 2016, 2538093 Ontario Inc. (“Ontario”) acquired in a stock for stock exchange with 8464081 Canada Inc. (“Canada”) 200,528,362 shares of common stock of HighCom and warrants to purchase 41,801,793 additional shares of common stock of HighCom at an exercise price of $.009 per share. After the completion of this transaction, Ontario had a beneficial ownership interest in 242,330,155 shares of common stock of HighCom, representing 59.3% of the outstanding shares of HighCom. Accordingly, at the completion of the transaction, Canada has transferred 100% of its ownership interest in HighCom to Ontario. Canada, which is controlled by Barbara J. Amiel, will continue to have 50% of the voting rights of Ontario, whose other principal owner is an entity controlled by Craig Campbell, a former director of HighCom and the President and owner of our newly engaged consultant, Resilience Capital Inc. Craig Campbell has an indirect ownership of 40%, and the right to exercise the remaining 50% of the voting rights, of Ontario. Paul Sparkes, Chairman of HighCom, has an indirect minority interest (i.e. 10%) of Ontario through a 20% ownership interest in the entity owned by Mr. Campbell.

 

Prior to the change in control described herein, Canada, by agreement with HighCom, which rights have been assigned to Ontario, has the right to appoint a majority of the directors of HighCom and right of first refusal to participate in future financings. At that time, three of the existing seven directors of HighCom were appointed by Canada. Contemporaneous with the reporting person’s acquisition of control of the Registrant, an affiliated entity, Resilience Capital Inc. entered into a consulting agreement with the Registrant pursuant to which it will receive consulting fees with an annual fee of $250,000. This entity is owned by Craig Campbell, the president and principal owner of Resilience.

 

   
 

 

CUSIP No. 42984M103 SCHEDULE 13D Page 4 of 5 Pages

 

 

Recent Development

 

In October 2018, Barbara J. Amiel became the sole beneficial owner of Ontario by purchasing the equity interests held by entities owned by Craig Campbell and Paul Sparkes.

 

Item 4. Purpose of the Transaction.

 

The purpose of the acquisition of a controlling interest in the Issuer was solely for investment purposes and not for the purposes identified under (a) – (j), except as follows: (i) the reporting person has the right to nominate and appoint a majority of the directors to the board and (ii) it has a right of first refusal to maintain its beneficial stock ownership stock interest. An affiliate of the reporting person as described above, had entered into a consulting agreement with the Registrant. Reference is made to a Form 8-K (date of earliest event November 14, 2016) filed with the Securities and Exchange Commission for additional information. An affiliate of the reporting person as described above has entered into a consulting agreement with the Registrant as reported on a Form 8-K filed with the Securities and Exchange Commission on January 8, 2019, as amended January 14, 2019.

 

Item 5. Interest in Securities of the Issuer.

 

 

(a)– (b)

 

 As of September 30, 2018, the Issuer has outstanding 386,014,460 shares of Common Stock. On that date, the reporting person has a beneficial ownership in securities of the Issuer totaling 194,078,347 shares of common stock, representing 50.3% of the outstanding shares. The reporting person has the sole voting power and dispositive power with respect to the aforementioned securities. As of November 14, 2016, the reporting person acquired warrants to purchase 41,801,793 shares of common stock exercisable at $.009 per share. These warrants are included in the beneficial share ownership described above.
     
  (c) On January 9, 2019, the reporting person sold 48,251,808 shares to a non-affiliated entity for $1,500.
     
  (d) Not applicable.
     
  (e) Not applicable.

 

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

 

On April 4, 2013, Alpha Capital Anstalt, closed on an agreement (the “Purchase and Exchange Agreement”) with 8464081 Canada Inc. (“Canada”), pursuant to which Canada acquired control of the Issuer. In connection with Canada acquiring control of the Issuer, the Issuer agreed as follows:

 

● Canada has the right to nominate and appoint to the Board at least 50% of the Board members;
   
● Canada has a right of first refusal to participate in future financings up to its pro rata share of Common Stock of the Issuer.

 

Pursuant to the transaction described under Item 3, Canada assigned the contractual rights described above to Ontario.

 

Item 7. Material to be filed as Exhibits.

 

Incorporated by reference is the Issuer’s Form 8-K dated November 14, 2016, which includes a copy of a consulting agreement entered into between the Issuer and Resilience Capital, an affiliated entity and Form 8-K dated January 8, 2019 which includes a copy of another consulting agreement with an affiliated entity.

 

   
 

 

CUSIP No. 42984M103 SCHEDULE 13D Page 5 of 5 Pages

 

SIGNATURES

 

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.

 

  2538093 Ontario Inc.
     
Dated: February 12, 2019 By: /s/ Barbara Amiel
    Barbara Amiel, President