0001078782-11-002556.txt : 20110902 0001078782-11-002556.hdr.sgml : 20110902 20110902151645 ACCESSION NUMBER: 0001078782-11-002556 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110902 DATE AS OF CHANGE: 20110902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nemelka David Nephi Jr. CENTRAL INDEX KEY: 0001503199 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2662 STONEBURY LOOP RD. CITY: SPRINGVILLE STATE: UT ZIP: 84663 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Moose Media Inc CENTRAL INDEX KEY: 0001307579 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 201431677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84968 FILM NUMBER: 111073476 BUSINESS ADDRESS: STREET 1: C/O LIQTECH A/S STREET 2: GRUSBAKKEN 12, DK-2820 CITY: GENTOFTE STATE: G7 ZIP: 00000 BUSINESS PHONE: 01145 2390 4545 MAIL ADDRESS: STREET 1: C/O LIQTECH A/S STREET 2: GRUSBAKKEN 12, DK-2820 CITY: GENTOFTE STATE: G7 ZIP: 00000 SC 13D 1 bluemoose13d090211.htm SCHEDULE 13D Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No. __)*



 

Blue Moose Media, Inc.

 

(Name of Issuer)

 

 

 

 

Common Stock, Par Value $0.001

 

(Title of Class of Securities)

 

 

 

 

095704300

 

 

(CUSIP Number)

 


David N. Nemelka

732 N. Main Street

Springville, UT 84663

(801) 361-3746

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


August 24, 2011

(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 §§240.13d-1(e), 240.13d01(f) or 240.13d-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 §240.13d-7 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 disclosures provided in a prior cover page.


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 (however, see the Notes).




Page 1 of 6




CUSIP No. 095704300


 1

Names of Reporting Persons


David N. Nemelka

 

 

 2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  _____

                                 

(b)  _____

                                 

 

 

 3  

SEC Use Only

 

 

 4

Source of Funds (See Instructions)


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

 

 

 




Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 7

Sole Voting Power


   4,666,417

 8

Shared Voting Power


      0

 9

Sole Dispositive Power


    4,666,417

 10

Shared Dispositive Power


      0

 

 

 11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,666,417

 

 

 12

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

 

 

 

 13

Percent of Class Represented by Amount in Row (11)


20.5%

 

 

 14

Type of Reporting Person (See Instructions)


  IN



Page 2 of 6



ITEM 1.

Security and Issuer


This statement on Schedule 13D relates to shares of common stock, par value $0.001 (the “Common Stock”), of Blue Moose Media, Inc., a Nevada corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is Grusbakken 12, DK-2820 Gentofte, Denmark.


ITEM 2.

Identity and Background


(a)

NAME:


David N. Nemelka (the “Reporting Person” or “Mr. Nemelka”).


(b)

RESIDENCE OR BUSINESS ADDRESS:


Mr. Nemelka’s business address is 732 N. Main Street, Springville, Utah 84663.


(c)

PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED:


Mr. Nemelka is self-employed as a business consultant and manages his own investments.  


(d)

CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS:


During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which was or is to make the Reporting Person 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.


(e)

CITIZENSHIP:


The Reporting Person is a citizen of the United States.


ITEM 3.

Source and Amount of Funds or Other Consideration


On August 23, 2011, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Liqtech USA, Inc., a Delaware corporation (“Liqtech”), and Blue Moose Delaware Merger Sub, a Delaware corporation and a direct wholly-owned subsidiary of the Issuer (“Merger Sub”). Pursuant to the terms and subject to the conditions contained in the Merger Agreement, on August 24, 2011 (the “Effective Time”), Merger Sub was merged with and into Liqtech (the “Merger”), with Liqtech continuing as the surviving corporation and becoming a wholly-owned subsidiary of the Issuer.


Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each issued and outstanding share of common stock of Liqtech was automatically converted into 1,000 shares of common stock of the Issuer.  In addition, each outstanding warrant to purchase Liqtech common stock was automatically converted into a warrant to purchase the Issuer’s common stock and was assumed by the Issuer.


Accordingly, at the Effective Time, the 2,946.417 shares of Liqtech common stock held by the Reporting Person were converted into the 2,946,417 shares of the Issuer’s common stock (the “Common Stock”).  In addition, the warrants to purchase 1,135 shares of Liqtech common stock held by the Reporting Person were converted into warrants to purchase 1,135,000 shares of Common Stock at an exercise price of $1.50 per share at any time on or before December 31, 2016.  The Reporting Person was the beneficial owner of 585,000 shares of Common Stock prior to the Effective Time.  The Reporting Person did not hold any warrants to purchase shares of Common Stock prior to the Effective Time.      


The Merger Agreement is incorporated by reference in this filing as Exhibit 1 and any references to or descriptions of the Merger and the Merger Agreement are qualified in their entirety by reference to the full text of the Merger Agreement, which is incorporated by reference herein in its entirety where such references or descriptions appear.




Page 3 of 6




ITEM 4.

Purpose of Transaction


The information contained in Item 3 above is incorporated herein by reference.


The Reporting Person acquired the Common Stock for investment purposes.  In pursuing such investment purposes, the Reporting Person may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at such times, and in such manner, as he deems advisable to benefit from changes in market prices of the Common Stock, changes in the Issuer's operations, business strategy or prospects, or from the sale or merger of the Issuer.  To evaluate such alternatives, the Reporting Person will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Person and other investment considerations.  The Reporting Person may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, investment and financing professionals, sources of credit and other investors.  Such factors and discussions may materially affect, and result in, the Reporting Person modifying his ownership of Common Stock, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer's operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  As reported herein, the Reporting Person currently holds five-year warrants to acquire from the Issuer a total of 1,135,000 shares of common stock for an exercise price of $1.50 per share.  The Reporting Person may elect to exercise some or all of the common stock purchase warrants from time to time based on various factors including the market price for the Common Stock, the exercise price of the warrants, the expiration date of the warrants and the factors discussed above with respect to the Reporting Person’s evaluation of alternatives.  Except as discussed above, the Reporting Person currently has no plans to engage in the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  


The Reporting Person reserves the right to formulate other plans and/or make other proposals, and take such actions with respect to his investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or dispose of all the Common Stock beneficially owned by him, in the public market or in privately negotiated transactions.  The Reporting Person may at any time reconsider and change his plans or proposals relating to the foregoing.

  

ITEM 5.

Interest in Securities of the Issuer


(a)

As of the date hereof, the Reporting Person is deemed to beneficially own 4,666,417 shares of Common Stock, representing approximately 20.5% of the Issuer’s outstanding Common Stock based on the 21,600,000 shares of Common Stock outstanding as of August 24, 2011 as reported in the Issuer’s current report on Form 8-K filed on August 25, 2011.  In calculating the Reporting Person’s ownership percentage, shares of Common Stock which are subject to warrants exercisable within 60 days have been treated as outstanding shares.  The shares of Common Stock beneficially owned by the Reporting Person consist of the following: (i) 2,946,417 shares of common stock owned directly by the Reporting Person; (ii) five-year warrants to purchase 1,135,000 shares at an exercise price of $1.50 per share owned directly by the Reporting Person (iii) 78,000 shares held of record by McKinley Capital, Inc., a Utah corporation controlled by the Reporting Person; (iv) 40,500 shares held of record by the Profit Sharing Plan of McKinley Enterprises, Inc., a Utah corporation controlled by the Reporting Person; (v) 391,500 shares held of record by the Roth 401(k) Plan of McKinley Capital, Inc., a Utah corporation controlled by the Reporting Person; and (vi) 75,000 shares held of record by Tradeco, Corp., a Utah corporation controlled by the Reporting Person.

 

(b)

Number of shares of Common Stock as to which the Reporting Person has:


(i)

Sole power to vote or direct the vote:

4,666,417

(ii)

Shared power to vote or direct the vote:  

0

(iii)

Sole power to dispose or direct the disposition:  

4,666,417

(iv)

Shared power to dispose or direct the disposition:  

0


(c)

The Reporting Person has not effected any other transactions in the Issuer’s common stock during the past sixty (60) days.  


(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 4,666,417 shares of the Issuer’s common stock.


(e)

Not applicable.




Page 4 of 6




ITEM 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


Other than as described below and in Items 3, 4 and 5 hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, the 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 or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.


Pursuant to a Personal Guaranty dated as of August 24, 2011, the Reporting Person guaranteed the payment of a promissory note (the “Note”) from Liqtech to Lasse Andreassen, as agent for El Salto ApS, WKN Consult ApS, JWH& Sonner ApS, and SHD Invest Aps (the “Holder”) in the principal amount of DKK 15,115,600, which is due and payable on or before June 14, 2012, without interest.  Such personal guaranty is secured by 2,700,000 shares of Common Stock held by the Reporting Person.  In the event the Issuer should fail to pay the Note when due and the Reporting Person should fail to honor his obligations with respect to the Guaranty, the Holder could become the owner of some or all of the pledged shares and could possess voting and investment power with respect thereto.   


ITEM 7.

Material to be Filed as Exhibits


Exhibit 1

Agreement and Plan of Merger by and among Blue Moose Media, Inc., Blue Moose Delaware Merger Sub and Liqtech USA, Inc. dated as of August 23, 2011 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on August 25, 2011).


Exhibit 2

Personal Guaranty from the Reporting Person to Lasse Andreassen, as agent, dated as of August 24, 2011.


Exhibit 3

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit to the Current Report on Form 8-K filed by the Issuer on August 25, 2011).





Page 5 of 6




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.


Dated: September 2, 2011



/s/ David N. Nemelka    

David N. Nemelka







Page 6 of 6


EX-2 2 bluemoose13d090211ex2.htm EX-2 PERSONAL GUARANTY FROM THE REPORTING PERSON Exhibit 2

Exhibit 2


PERSONAL GUARANTY


This Personal Guaranty (the “Guaranty”) is made as of August 24, 2011, by David N. Nemelka, an individual residing in the United States (“Guarantor”) to Lasse Andreasen, as agent for certain individuals residing in Denmark (“Lender”).


Recitals


A.

Liqtech USA, Inc., a Delaware corporation (“Debtor”), is concurrently herewith purchasing from Lender certain shares of Liqtech A/S, a corporation organized under the laws of the Kingdom of Denmark.  As part of the purchase price for such shares, Debtor is issuing Lender a promissory note of even date herewith in the principal amount of DKK (Danish Kroner) 15,115,600 which does not bear interest (the “Note”).  A copy of the Note is attached hereto as Exhibit “A.”


B.

Lender’s acceptance of the Note is conditioned upon Guarantor providing his personal guaranty of the Note as provided herein.


Agreement


Now, Therefor, in consideration of Lender’s acceptance of the Note from Debtor, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Guarantor agrees as follows:


1.

Guaranty.  


(a)  Guarantor hereby unconditionally guarantees the payment of the principal amount of the Note when due under the terms of the Note (the “Guaranteed Debt”).  Guarantor acknowledges that there may be more than one Guarantor of the Guaranteed Debt and agrees that, in such circumstances, each Guarantor shall be jointly and severally liable for the Guaranteed Debt.


(b)  This Guaranty is a continuing and irrevocable guaranty of the Guaranteed Debt and shall remain in full force and effect until the Guaranteed Debt has been paid in full.


2.

Security.  In order to secure this Guarantee, Guarantor hereby grants Lender a continuing security interest in and to 2,700,000 shares of the common stock of Blue Moose Media, Inc., a Nevada corporation, which are or will at the Closing be registered in the name of Guarantor.


3.

Lender’s Costs and Expenses of Enforcing this Guaranty.  In the event Lender initiates any legal action or proceeding to enforce its rights under this Guaranty, Lender shall be entitled to recover from Guarantor in such action or proceeding its reasonable costs and attorney’s fees.


4.

Waivers by Guarantor.  Lender may enforce this Guaranty immediately upon the failure of Debtor to pay the Note when due.  Guarantor waives notice of the acceptance of this Guaranty. Guarantor further waives presentment, protest, or demand.  






5.

Miscellaneous Provisions.  


(a)  Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law provisions of the State of New York or of any other state.  GUARANTOR AND LENDER AGREE THAT THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK SHALL HAVE SOLE AND EXCLUSIVE JURISDICTION OF ANY AND ALL CLAIMS, DISPUTES, AND CONTROVERSIES ARISING UNDER OR RELATING TO THIS AGREEMENT AND THAT NO LAWSUIT, PROCEEDING, OR ANY OTHER ACTION RELATING TO OR ARISING UNDER THIS AGREEMENT MAY BE COMMENCED OR PROSECUTED IN ANY OTHER FORUM EXCEPT AS EXPRESSLY AGREED IN WRITING BY THE PARTIES. GUARANTOR AND LENDER HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN CONTRACT OR IN TORT, AT LAW OR IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS GUARANTY.


(b)  Notices.  All communications required or permitted under this Agreement must be in writing and will be deemed to have been made when received if delivered personally or sent by registered or certified mail, postage prepaid, or by a commercially recognized means of overnight delivery providing confirmation of receipt, in each case to the appropriate addresses set forth below (or to such other addresses as a party may designate by notice to the other parties in the manner provided above):


To Guarantor:

David N. Nemelka

2662 Stonebury Loop Road

Springville, UT 84663

USA


To Lender:

Lasse Andreasen, as Agent

C/O Liqtech A/S

Grusbakken 12

DK-2820 Gentofte

Denmark


(c)  Entire Agreement.  This Guaranty constitutes the entire agreement of Guarantor with regard to this Guaranty. This Guaranty may not be modified, amended, waived, extended, changed, discharged, or terminated by any act or failure to act on the part of Debtor or Lender, but only by an agreement in writing executed by Guarantor and Lender.


(d)  No Assignment by Guarantor. Guarantor may not assign its obligations hereunder by operation of law or otherwise, in whole or in part, without the prior written consent of Lender.


(e)  Severability.  If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


In Witness Whereof, the Guaranty has been executed as of the date first written above.


Guarantor:


/s/ David N. Nemelka

David N. Nemelka





2