CUSIP No. 904074101
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Page 2 of 8
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MOTOMAX S.A. DE C.V.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) *
(b) £
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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*
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
MEXICO
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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7
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SOLE VOTING POWER
3,000,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,000,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 904074101
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Page 3 of 8
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VILHELM MAR GUDMUNDSSON
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) *
(b) £
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3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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|||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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*
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
ICELAND
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
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7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
3,000,000(1)
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|||
9
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SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,000,000(1)
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|||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000(1)
|
|||
12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%(2)
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|||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 904074101
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Page 4 of 8
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1
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KARLA ADRIANA GARCIA
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) *
(b) £
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||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
|||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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*
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
MEXICO
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,000,000(1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,000,000(1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%(2)
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|||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 904074101
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Page 5 of 8
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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(a), (f)
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This Schedule 13D is filed by (i) Motomax S.A. de C.V., a corporation organized under the jurisdiction of Mexico (“Motomax”); (ii) Vilhem Mar Gudmundsson, a citizen of the United States and (iii) Karla Adriana Garcia, a citizen of Mexico (collectively, the “Reporting Persons”). Ms. Garcia owns 99.99% of Motomax and is Mr. Gudmundsson’s spouse.
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(b)
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The business address of Motomax is #68 Linda Vista, Col. Villahermosa, San Carlos, Sonora, Mexico C.P. 85506 and the business address of Mr. Gudmundsson and Ms. Garcia is 2912 Winding Fence Way, Chula Vista, California 91914.
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(c)
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Motomax is in the business of financial holdings. The principal occupation of Mr. Gudmundsson is chief executive officer of Oceanic Enterprises and Baja Aqua Farms, subsidiaries of the Issuer and Ms. Garcia is not employed and is not seeking employment.
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(d)
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During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
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(e)
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During the past five years, none of the Reporting Persons has been 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.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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CUSIP No. 904074101
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Page 6 of 8
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits.
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10.1
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Joint Filing Agreement, dated February 2, 2011, by and between Motomax S.A. de C.B., Karla Adriana Garcia and Vilhelm Mar Gudmundsson, pursuant to Rule 13d-l (k)(I) of the Securities Exchange Act of 1934, as amended.
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CUSIP No. 904074101
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Page 7 of 8
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MOTOMAX S.A. de C.V.
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By:
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/s/ Karla Adriana Garcia | |
Name: Karla Adriana Garcia | |||
Title: | |||
/s/ Vilhelm Mar Gudmundsson | |||
Name: Vilhelm Mar Gudmundsson
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/s/ Karla Adriana Garcia | |||
Name: Karla Adriana Garcia
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CUSIP No. 904074101
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Page 8 of 8
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MOTOMAX S.A. de C.V.
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By:
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/s/ Karla Adriana Garcia | |
Name: Karla Adriana Garcia | |||
Title: | |||
/s/ Vilhelm Mar Gudmundsson | |||
Name: Vilhelm Mar Gudmundsson
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/s/ Karla Adriana Garcia | |||
Name: Karla Adriana Garcia
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