0001104659-12-068226.txt : 20121009
0001104659-12-068226.hdr.sgml : 20121008
20121009181929
ACCESSION NUMBER: 0001104659-12-068226
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120927
FILED AS OF DATE: 20121009
DATE AS OF CHANGE: 20121009
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MACK RUSSELL RAY JR
CENTRAL INDEX KEY: 0001559659
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52818
FILM NUMBER: 121136140
MAIL ADDRESS:
STREET 1: 2400 DALLAS PARKWAY
STREET 2: SUITE 230
CITY: PLANO
STATE: TX
ZIP: 75093
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Computer Vision Systems Laboratories Corp.
CENTRAL INDEX KEY: 0001403085
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 980534701
STATE OF INCORPORATION: FL
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2400 NORTH DALLAS PARKWAY
STREET 2: SUITE 230
CITY: PLANO
STATE: TX
ZIP: 75093
BUSINESS PHONE: 972-398-7100
MAIL ADDRESS:
STREET 1: 2400 NORTH DALLAS PARKWAY
STREET 2: SUITE 230
CITY: PLANO
STATE: TX
ZIP: 75093
FORMER COMPANY:
FORMER CONFORMED NAME: CARDIO VASCULAR MEDICAL DEVICE CORP
DATE OF NAME CHANGE: 20070613
3
1
a3.xml
3
X0206
3
2012-09-27
0
0001403085
Computer Vision Systems Laboratories Corp.
CVSL
0001559659
MACK RUSSELL RAY JR
2400 NORTH DALLAS PARKWAY
SUITE 3000
PLANO
TX
75093
0
0
1
0
Common Stock
438086034
I
See Footnotes
Mr. Mack directly owns 3,000,000 shares of the common stock ("common stock") of Computer Vision Systems Laboratories, Corp. (the "Issuer"), which is less than 1% of the outstanding shares of common stock. But Mr. Mack is filing this Form 3 with respect to the reported shares because Mr. Mack, Rochon Capital Partners, Ltd., a Texas limited partnership ("Rochon Capital"), John Rochon Management, Inc., John P. Rochon, and Kelly L. Kittrell may be deemed a group due to their action in concert to complete the Transactions (as defined below).
Pursuant to a Share Exchange Agreement, dated August 24, 2012 (the "Share Exchange Agreement"), by and among the Issuer, Happenings Communications Group, Inc., a Texas corporation, and Rochon Capital, Rochon Capital acquired 438,086,034 shares of common stock directly on September 25, 2012, upon the closing (the "First Tranche Closing") of the transactions contemplated by the Share Exchange Agreement (the "Transactions"). On September 27, 2012, Rochon Capital transferred 3,000,000 of the shares acquired by it at First Tranche Closing to each of Mr. Mack and Kelly L. Kittrell, in a private transaction, in exchange for services.
Upon his acquisition of the 3,000,000 shares of common stock from Rochon Capital, Mr. Mack, because of his actions in concert with the persons and entities referenced above to complete the Transactions, may be deemed to have beneficial ownership of an aggregate 438,086,034 shares of common stock, including 432,086,034 of which are owned directly by Rochon Capital and 3,000,000 of which are owned directly by Kelly L. Kittrell.
Under the Share Exchange Agreement, Rochon Capital also has purchased and has the right to delivery at a second closing (the "Second Tranche Closing") of an additional 504,813,514 shares of common stock, subject to the filing of an amendment to the Issuer's Articles of Incorporation to authorize additional shares of common stock.
If the Issuer's current Articles of Incorporation included a sufficient number of authorized shares, as of the First Tranche Closing Rochon Capital would have received, and upon the effectiveness of such amendment and immediately following the Second Tranche Closing Rochon Capital will have, direct ownership of the additional 504,813,514 shares of common stock, resulting in direct ownership, as of the First Tranche Closing, of a total of 942,899,548 shares of common stock, representing 95% of the outstanding common stock, or, taking into account the 6,000,000 shares transferred by Rochon Capital to Mr. Mack and Kelly L. Kittrell, a total of 936,899,548 shares of common stock, representing 94% of the outstanding common stock.
Upon the issuance of the 504,813,514 shares of common stock to Rochon Capital, Mr. Mack, because of his actions in concert with the persons and entities referenced above to complete the Transactions, may be deemed to have beneficial ownership of such shares.
/s/ Russell Mack
2012-10-09