UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ) *
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BREK ENERGY CORPORATION |
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(Name of Issuer) |
| |
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Common Stock, $0.001 par value per share |
|
(Title of Class of Securities) |
| |
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106786 10 6 |
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(CUSIP Number) |
| |
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Richard N. Jeffs
Suite 3.07, 42 Brook Street, London, W1K 5DB, United Kingdom
011-44-20-7938-5409 |
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
| |
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March 3, 2004 |
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(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 Rule 13d-1(b)(3) or (4), 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-1(a) 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 that 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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 106786 10 6
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only)
Richard N. Jeffs |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] Not applicable
(b) [ ] |
| 3. |
SEC Use Only |
| 4. |
Sources of Funds (See Instructions)
PF (personal funds of reporting person) and OO (shares and debt) |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[ ] Not applicable |
| 6. |
Citizenship or Place of Organization
Canadian |
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. Sole Voting Power 4,402,334
8. Shared Voting Power Nil
9. Sole Dispositive Power 4,402,334
|
| 10. |
Shared Dispositive Power Nil |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,402,334 shares |
| 12. |
Check if the Aggregate Amount in Row (11) Exceeds Certain Shares (See Instructions)
[ ] Not applicable |
| 13. |
Percent of Class Represented by Amount in Row (11)
11.09% |
| 14. |
Type of Reporting Person (See Instructions)
IN (individual) |
Item 1. Security and Issuer
This statement on Schedule 13D relates to the shares of Common Stock, $0.001 par value per share, of Brek Energy Corporation, a Nevada corporation ("Brek"). The principal executive office of Brek is located at Suite 3.07, 42 Brook Street, London, W1K 5DB, United Kingdom.
Item 2. Identity and Background
(a) Richard N. Jeffs
(b) Suite 3.07, 42 Brook Street, London, W1K 5DB, United Kingdom
(c) President and CEO of Brek Energy Corporation
(d) During the last five years, Mr. Jeffs has not been convicted in a criminal proceeding.
(e) During the last five years, Mr. Jeffs was not a party to a civil proceeding or 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 finding any violation with respect to such laws.
(f) Mr. Jeffs is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
Richard N. Jeffs has a direct beneficial interest in 3,134,945 shares, and an indirect beneficial interest in 1,241,389 shares, which are registered in the name of Wet Coast Management Corp. and an indirect beneficial interest in 26,000 shares, which are registered in the name of 435013 B.C. Ltd.
Mr. Jeffs acquired the beneficial ownership of 2,475,000 shares of Common Stock of Brek on July 16, 2002 for aggregate consideration of US$1,039,500 ($0.42 per share) pursuant to a share exchange agreement with Brek. Mr. Jeffs exchanged 900,000 common shares of Gasco Energy. Inc. at a price of $1.16 per Gasco share.
Mr. Jeffs acquired the beneficial ownership of 507,314 shares of Common Stock of Brek on April 14, 2003 for aggregate consideration of US$91,316.52 ($0.18 per share) pursuant to a shares for debt agreement with Brek. The shares were issued as payment in full for the debt owed.
Mr. Jeffs acquired the beneficial ownership of 519,020 units, which included 519,020 shares of Common Stock of Brek, on March 3, 2004 for aggregate consideration of US$25,951 pursuant to a subscription agreement with Brek. The shares were issued to Mr. Jeffs as partial payment for a debt owed by Brek to Mr. Jeffs. Each unit consists of one share of Common Stock and one share purchase warrant, which can be exercised into one additional share of Common Stock for a period of 12 months at an exercise price of $0.35 each.
Mr. Jeffs acquired the beneficial ownership of 875,000 units, which included 875,000 shares of Common Stock of Brek, on March 3, 2004 for aggregate consideration of US$43,750 pursuant to a finder’s fee agreement with Brek for its January 2004 $0.05 Reg S private placement, prior to Mr. Jeffs becoming the President and CEO of Brek. Each unit consists of one share of Common Stock and one share purchase warrant, which can be exercised into one additional share of Common Stock for a period of 12 months at an exercise price of $0.35 each.
Item 4. Purpose of Transaction
Richard N. Jeffs acquired the shares as a personal investment. Due to his position as President and CEO of Brek, Mr. Jeffs has a controlling interest in Brek. Depending on market conditions and other factors, Mr. Jeffs may acquire additional securities of Brek as Mr. Jeffs deems appropriate, whether in open market purchases, privately negotiated transactions, private placements with Brek or otherwise. Mr. Jeffs also reserves the right to dispose of some or all of his shares in the open market, in privately negotiated transactions to third parties or otherwise.
As of the date of this document, Mr. Jeffs does not have any plans or proposals that relate to or would result in:
(1) the acquisition by any person of additional securities of Brek, or the disposition of securities of Brek;
(2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Brek or any of its subsidiaries;
(3) a sale or transfer of a material amount of assets of Brek or any of its subsidiaries;
(4) any change in the present board of directors or management of Brek including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(5) any material change in the present capitalization of dividend policy of Brek;
(6) any other material change in Brek’s business or corporate structure;
(7) changes in Brek’s Articles of Incorporation or other actions that may impede an acquisition of control of Brek by any person;
(8) a class of securities of Brek 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;
(9) a class of equity securities of Brek becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(10) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Richard N. Jeffs is the beneficial owner of 4,402,334 shares of Common Stock of Brek. These shares represent 11.09% of the issued and outstanding shares of common stock of Brek.
(b) Richard N. Jeffs holds the sole power to vote and to dispose of the 4,402,334 shares of Common Stock of Brek.
(c) Richard N. Jeffs has not effected any transaction in the common stock of Brek during the past 60 days, except as disclosed in this statement.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as disclosed in this Schedule, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Richard N. Jeffs and any other person with respect to any securities of Brek, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profit or loss, or the giving or withholding of proxies.
Item 7. Materials to Be Filed as Exhibits.
None.
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.
/s/ Richard N. Jeffs
Dated: March 8, 2004 By: Richard N. Jeffs