UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
HARRISON VICKERS & WATERMAN, INC.
(Name of Issuer)
Common Stock $0.0001 par value
(Title of Class of Securities)
415569102
(CUSIP Number)
December 31, 2019
(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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* 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 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 (“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).
| CUSIP No. 415569102 | 13G/A | Page 2 of 7 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EMA Financial, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 264,129,733 | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 264,129,733 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,129,733 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
| CUSIP No. 415569102 | 13G/A | Page 3 of 7 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) EMA Group, LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 264,129,733 | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 264,129,733 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,129,733 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
| CUSIP No. 415569102 | 13G/A | Page 4 of 7 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Felicia Preston |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ |
| 3. | SEC USE ONLY
|
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| 6. | SHARED
VOTING POWER 264,129,733 | |
| 7. | SOLE
DISPOSITIVE POWER 0 | |
| 8. | SHARED
DISPOSITIVE POWER 264,129,733 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,129,733 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.9% |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
| CUSIP No. 415569102 | 13G/A | Page 5 of 7 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 264,129,733* shares of Common Stock as of December 31, 2019. |
| (b) | Percent of class: 9.9% |
The Reporting Persons’ beneficial ownership of 264,129,733* shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based upon 2,403,847,374 shares of Common Stock outstanding as of December 31st, 2018, as reported by the Issuer in its most recent Quarterly Report.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote of 0. |
| (ii) | Shared power to vote or to direct the vote 264,129,733*. |
| (iii) | Sole power to dispose or to direct the disposition of 0. |
| (iv) | Shared power to dispose or to direct the disposition of 264,129,733*. |
* EMA Financial, LLC owns a convertible note (“Note”) which is convertible into shares of Common Stock pursuant to the terms of the Note, which conversions is limited pursuant to the Ownership Limitation (defined below). In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Notes are convertible is limited, pursuant to the terms of such instruments, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the “Ownership Limitation”), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person’s beneficial ownership to exceed the Ownership Limitation.
EMA Group, LLC (“EMA Group”) is the investment manager of EMA Financial, LLC (“EMA”), and Felicia Preston (“Preston”) is the managing member of EMA Group. Therefore, each of EMA Group and Preston may be deemed to have voting and investment power over the securities. Each of EMA Group and Preston expressly disclaims any equitable or beneficial ownership of such securities.
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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 ☐.
Instruction. Dissolution of a group requires a response to this item.
| CUSIP No. 415569102 | 13G/A | Page 6 of 7 Pages |
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.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
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.
| CUSIP No. 415569102 | 13G/A | Page 7 of 7 Pages |
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.
| 2/13/2020 | |
| Date | |
| /s/ Felicia Preston | |
| Signature | |
| Felicia Preston/Director | |
| Name/Title |