0001165527-15-000522.txt : 20151103 0001165527-15-000522.hdr.sgml : 20151103 20151103091441 ACCESSION NUMBER: 0001165527-15-000522 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151103 DATE AS OF CHANGE: 20151103 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Steampunk Wizards, Inc. CENTRAL INDEX KEY: 0001557798 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 455440446 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87840 FILM NUMBER: 151192348 BUSINESS ADDRESS: STREET 1: 11620 WILSHIRE BLVD., OFFICE 43, SUITE 9 STREET 2: WEST WILSHIRE CENTER CITY: WEST LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-582-5939 MAIL ADDRESS: STREET 1: 11620 WILSHIRE BLVD., OFFICE 43, SUITE 9 STREET 2: WEST WILSHIRE CENTER CITY: WEST LOS ANGELES STATE: CA ZIP: 90025 FORMER COMPANY: FORMER CONFORMED NAME: FREEDOM PETROLEUM INC. DATE OF NAME CHANGE: 20120910 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENTUS INVESTMENT HOLDING LTD CENTRAL INDEX KEY: 0001656779 IRS NUMBER: 996819027 STATE OF INCORPORATION: O1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 43A/1, ST. PAUL'S BUILDING, WEST STREET CITY: VALLETTA?VLT1532 STATE: O1 ZIP: 00000 BUSINESS PHONE: 35620119700 MAIL ADDRESS: STREET 1: 43A/1, ST. PAUL'S BUILDING, WEST STREET CITY: VALLETTA?VLT1532 STATE: O1 ZIP: 00000 SC 13D 1 g8057.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 STEAMPUNK WIZARDS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 35645W106 (CUSIP Number) Ventus Investment Holding Ltd 43A/1 St. Paul's Building, West Street Valletta VLT 1532 Matla - Europe (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 21, 2015 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] SCHEDULE 13D ------------------- ----------------- CUSIP NO. 35645W106 Page 2 of 5 Pages ------------------- ----------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ventus Investment Holding Ltd. -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* =OO -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Malta - Europe -------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,757,758 shares NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 shares OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,757,758 shares PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 shares --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,757,758 shares -------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] -------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) approximately 17.5505% (based on 27,153,676 shares of Common Stock, the most recent publicly available information of the Issuer's issued and outstanding shares as of August 27, 2015) -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- SCHEDULE 13D ------------------- ----------------- CUSIP NO. 35645W106 Page 3 of 5 Pages ------------------- ----------------- ITEM 1. SECURITY AND ISSUES. This Schedule 13D ("Statement") relates to the common stock of Steampunk Wizards, Inc. (previously named "Freedom Petroleum, Inc."), a corporation organized under the laws of the State of Nevada ("Issuer"). The principal executive office of the Issuer is located at 11620 Wilshire Blvd, Office 43, Suite 900, West Wilshire Center, West Los Angeles, CA 90025. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being filed by Ventus Investment Holding Ltd. (the "Reporting Person"). (b) Ventus Investment Holding Ltd.'s principal office is located at 43A/1 St. Paul's Building, West Street, Valletta VLT 1532. (c) The Reporting Person is currently a holder of more than 5% outstanding common stock of the Issuer. (d) The Reporting Persons has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) (e) The Reporting Persons has not, during the last five years, 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 or, federal or state securities laws or finding any violation with respect to such laws. (f) Ventus Investment Holding Ltd. is a corporation incorporated in Malta. ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION. Pursuant to a Share Exchange Agreement by and among the Issuer, Anton Lin, Steampunk Wizards Ltd. ("Malta Co.") and all the Shareholders of Malta Co. (including the Reporting Person), Mr. Lin Transferred a total of 10,096,229 shares of common stock of the Issuer to the shareholders of Malta Co., of which the Reporting Person received 4,757,758 shares which represent approximately 17.5505% of the Issuer's issued and outstanding common stock (based on the total number of 27,153.676 shares of common stock issued and outstanding). ITEM 4. PURPOSE OF THE TRANSACTION. As described above in Item 3, the securities were acquired by the Reporting Person pursuant to a Share Exchange Agreement, which caused a merger of the Issuer and Malta Co.. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Filer beneficially owns 4,757,757 shares (17.5505%) (the "Shares") of the 27,153,676 outstanding shares of the Issuer. (b) The Reporting Persons hold sole power to dispose of the Shares. (c) Other than the transaction described herein there has been no other transactions concerning the common stock of the Issuer effected during the past sixty (60) days. (d) No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. (e) Not applicable. SCHEDULE 13D ------------------- ----------------- CUSIP NO. 35645W106 Page 4 of 5 Pages ------------------- ----------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SCHEDULE 13D ------------------- ----------------- CUSIP NO. 35645W106 Page 5 of 5 Pages ------------------- ----------------- 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: November 3, 2015 /s/ David Zammit --------------------------------- David Zammit Director Ventus Investment Holding Ltd.