0001415889-13-000244.txt : 20130214 0001415889-13-000244.hdr.sgml : 20130214 20130213185211 ACCESSION NUMBER: 0001415889-13-000244 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ashworth Dan CENTRAL INDEX KEY: 0001569598 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O TRUE DRINKS HOLDINGS, INC. STREET 2: 18552 MACARTHUR BLVD, SUITE 325 CITY: IRVINE STATE: CA ZIP: 92612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: True Drinks Holdings, Inc. CENTRAL INDEX KEY: 0001134765 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 841575085 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79847 FILM NUMBER: 13605244 BUSINESS ADDRESS: STREET 1: 18552 MACARTHUR BOULEVARD STREET 2: SUITE 325 CITY: IRVINE STATE: CA ZIP: 91612 BUSINESS PHONE: 9492033500 MAIL ADDRESS: STREET 1: 18552 MACARTHUR BOULEVARD STREET 2: SUITE 325 CITY: IRVINE STATE: CA ZIP: 91612 FORMER COMPANY: FORMER CONFORMED NAME: BAZI INTERNATIONAL, INC. DATE OF NAME CHANGE: 20100803 FORMER COMPANY: FORMER CONFORMED NAME: XELR8 HOLDINGS, INC. DATE OF NAME CHANGE: 20070321 FORMER COMPANY: FORMER CONFORMED NAME: VITACUBE SYSTEMS HOLDINGS INC DATE OF NAME CHANGE: 20040331 SC 13G 1 ashworth13gfeb132013.htm ashworth13gfeb132013.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

 
True Drinks Holdings, Inc.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
897837100
(CUSIP Number)
 
February 1, 2013
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[   ]   Rule 13d-1(b)
[X]   Rule 13d-1(c)
[   ]   Rule 13d-1(d)

 
 

 
 
CUSIP No. 897837100
13G
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Dan Ashworth
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,117,092
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,117,092
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,117,092**
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.7%**
12
TYPE OF REPORTING PERSON*
 
IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

 
 

 
 
CUSIP No. 897837100
13G
 

1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Ashworth Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [  ]
(b)  [  ]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Utah
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,117,092
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,117,092
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,117,092**
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
7.7%**
12
TYPE OF REPORTING PERSON*
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).

 
 

 

SCHEDULE 13G

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Dan Ashworth, a resident of Utah (“Ashworth”), and Ashworth Holdings, LLC, a Utah limited liability company (“Ashworth Holdings,” and together with Ashworth, the “Reporting Persons”).  This Schedule 13G relates to shares of common stock, par value $0.001 per share (“Common Stock”) of True Drinks Holdings, Inc., a Nevada corporation (the “Issuer”).

Item 1(a)                Name of Issuer.

True Drinks Holdings, Inc.

Item 1(b)                Address of Issuer’s Principal Executive Offices.

18552 MacArthur Boulevard, Suite 325
Irvine, CA 91612

Item 2(a)                Name of Person Filing.

Dan Ashworth
 
Ashworth Holdings, LLC

Item 2(b)                Address of Principal Business Office, or, if none, Residence.

 
Dan Ashworth
 
6192 West Valley Drive
 
Highland, UT 94003

Ashworth Holdings
 
6192 West Valley Drive
Highland, UT 94003

Item 2(c)                Citizenship or Place of Organization.

 
Ashworth: United States
 
Ashworth Holdings: Utah

Item 2(d)                Title of Class of Securities.

Common Stock, par value $0.001 per share.

Item 2(e)                CUSIP Number.

897837100
 
 
 

 
 
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
[  ]        (a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
[  ]        (b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
[  ]        (c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
 
[  ]      (d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
[  ]      (e)
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
[  ]      (f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
[  ]      (g)
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
[  ]      (h)
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
[  ]      (i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
[  ]      (j)
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4                      Ownership.

 
(a)
The Reporting Persons may be deemed the beneficial owner of 2,117,092 shares of Common Stock.
 
 
(b)
The Reporting Persons may be deemed the beneficial owners of 7.7% of the outstanding shares of Common Stock.  The percentage is determined by dividing 2,117,092 by 27,456,412, which is the number of shares of Common Stock outstanding as of January 18, 2013, as disclosed by the Issuer on its Form 8-K filed on January 18, 2013, plus 960,087, the number of shares of Common Stock that Ashworth Holdings has the right to purchase from the Issuer pursuant to convertible notes and an option agreement with the Issuer.
 
 
(c)
The Reporting Persons may be deemed to have the shared power to vote and dispose of the 2,117,092 shares of Common Stock beneficially owned.
 
Item 5                      Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6                      Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Not Applicable.
 
 
 

 
 
Item 8
Identification and Classification of Members of the Group.

Not Applicable.

Item 9
Notice of Dissolution of Group.

Not Applicable.

Item 10
Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibits                Exhibit 1

Exhibit 99.1  Joint Filing Agreement

 
 

 

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.


Date:  February 7, 2013

/s/ Dan Ashworth
DAN ASHWORTH

ASHWORTH HOLDINGS, LLC
 
By:  /s/ Dan Ashworth         
Name:  Dan Ashworth
Title:  Manager
EX-99 2 ex99-1.htm ex99-1.htm
EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.001 per share, of True Drinks Holdings, Inc., a Nevada corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 7, 2013.



/s/ Dan Ashworth
DAN ASHWORTH



ASHWORTH HOLDINGS, LLC


By:           /s/ Dan Ashworth
Name:           Dan Ashworth
Title:           Manager