0001493152-17-008957.txt : 20170811 0001493152-17-008957.hdr.sgml : 20170811 20170811151424 ACCESSION NUMBER: 0001493152-17-008957 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170811 DATE AS OF CHANGE: 20170811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL WESTERN PETROLEUM, INC. CENTRAL INDEX KEY: 0001603793 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 465034746 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90064 FILM NUMBER: 171024684 BUSINESS ADDRESS: STREET 1: 5525 N. MACARTHUR BLVD. STREET 2: SUITE 280 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 8558096900 MAIL ADDRESS: STREET 1: 5525 N. MACARTHUR BLVD. STREET 2: SUITE 280 CITY: IRVING STATE: TX ZIP: 75038 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Riggs Patrick L CENTRAL INDEX KEY: 0001713843 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 10530 NORMONT DRIVE CITY: HOUSTAN STATE: TX ZIP: 77070 SC 13D 1 sc13d.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ____) *

 

 

 

INTERNATIONAL WESTERN PETROLEUM, INC.

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

46056T102

 

(CUSIP Number)

 

Patrick L. Riggs

10530 Normont Drive

Houston, TX 77070

Telephone: 612-850-5029

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

 

August 2, 2017

 

(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 §§240.13d-1(e), 240.13d-1(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 Rule §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 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. 46056T102 Page 2 of 6

 

1

  Names of Reporting Persons

 

  Patrick L. Riggs

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 Box 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

 

5,900,000

8)

SHARED VOTING POWER

 

9)

SOLE DISPOSITIVE POWER

 

5,900,000

10)

SHARED DISPOSITIVE POWER

 

11)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  5,900,000

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)

 

  6.61%  

14)

  Type of Reporting Person (See Instructions)

 

  IN

 

 
 

 

CUSIP No. 46056T102 Page 3 of 6

 

1

  Names of Reporting Persons

 

  Riggs Capital Inc.

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 Box 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

 

0

8)

SHARED VOTING POWER

 

9)

SOLE DISPOSITIVE POWER

 

0

10)

SHARED DISPOSITIVE POWER

 

11)

  Aggregate Amount Beneficially Owned by Each Reporting Person

  5,900,000

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)

 

  6.61%  

14)

  Type of Reporting Person (See Instructions)

 

  CO

 

 
 

 

CUSIP No. 46056T102 Page 4 of 6

 

Item 1. Security and Issuer.

 

The title of the class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.001 per share (the “common shares”) of International Petroleum. Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 5525 N. MacArthur Boulevard, Suite 280, Irving, Texas 75038.

 

Item 2. Identity and Background.

 

(a), (b), (f)       This Schedule 13D is being filed by Patrick L. Riggs, a citizen of the United States, and Riggs Capital Inc., a Minnesota corporation (“RCI”). Mr. Riggs is the sole officer, director, and stockholder of RCI, and they have the same address, which is 10530 Normont Drive, Houston, Texas 77070.

 

(c)       Mr. Riggs is in the business of providing business development and advisory services, and the business of private investment for his own account. He conducts this business directly and through RCI.

 

(d)       Neither Mr. Riggs or RCI has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       Neither Mr. Riggs or RCI has, 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 to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

On August 2, 2017, the Issuer and RCI completed a debt conversion pursuant to the Debt Conversion Agreement dated August 1, 2017 (the “Conversion Agreement”). Pursuant to the Conversion Agreement the Issuer issued to RCI 5,900,000 shares of the Issuer’s common stock in consideration for cancellation of the Issuer’s indebtedness owed to RCI in the total amount of $379,428. RCI instructed that the 5,900,000 common shares be issued 2,250,000 shares to RCI and 3,650,000 shares to Patrick L. Riggs.

 

Item 4. Purpose of Transaction.

 

The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

On July 28, 2017, the Issuer entered into a securities purchase agreement (the “Purchase Agreement”) with seven investors for the sale of 34,500,000 shares of common stock for $345,000. As a condition to closing the sale of shares under the Purchase Agreement, the Issuer was required to effectuate the conversion of indebtedness owed by the Issuer to RCI to common stock of the Issuer. This was memorialized in the Conversion Agreement and closed August 2, 2017.

 

Mr. Riggs, from time to time, may enter into discussions with directors and officers of the Issuer, and other shareholders or third parties in connection with his investment in the Issuer. Such discussions may include one or more of management, the board, other stockholders of the Issuer and other persons to discuss the Issuer’s business, strategies and other matters related to the Issuer. These discussions may review options for enhancing shareholder value through various strategic alternatives or operational or management initiatives including, but not limited to, improving capital structure and/or capital allocation, merger transactions, and general corporate strategies.

 

 
 

 

CUSIP No. 46056T102 Page 5 of 6

 

Mr. Riggs and RCI intend to review the investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the common shares, other investment opportunities available to them, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate, including: (i) acquiring additional common shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the common shares (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of the Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) – (b) As of the date hereof, Mr. Riggs may be deemed to be the beneficial owner of 5,900,000 common shares, constituting 6.61% of the approximately 89,211,013 issued and outstanding common shares as of August 3, 2017, after effectuating the issuance of common shares under the conversion Agreement and the Purchase Agreement. The figure for Mr. Riggs includes 2,250,000 shares held by RCI and 3,650,000 shares held by Mr. Riggs.

 

Mr. Riggs may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) all 5,900,000 common shares of the Issuer because he is the sole officer, director, and stockholder of RCI.

 

(c)       On August 2, 2017, the Issuer and RCI completed a debt conversion under the terms of the Conversion Agreement. Pursuant to the Conversion Agreement the Issuer issued to RCI 5,900,000 shares of the Issuer’s common stock in consideration for cancellation of the Issuer’s indebtedness owed to RCI in the total amount of $379,428. RCI instructed that the 5,900,000 common shares be issued 2,250,000 shares to RCI and 3,650,000 shares to Patrick L. Riggs.

 

(d) – (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

 

Except for the arrangements described herein, to the best knowledge of Mr. Riggs, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, 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.

 

Item 7. Material to be Filed as Exhibits.

 

Included with this report as an exhibit is the Debt Conversion Agreement dated August 1, 2017, between International Petroleum. Inc., and Riggs Capital, Inc.

 

 
 

 

CUSIP No. 46056T102 Page 6 of 6

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: August 11, 2017 /s/ Patrick L. Riggs
  Patrick L. Riggs
  Riggs Capital,Inc.

 

Date: August 11, 2017 By /s/ Patrick L. Riggs
    Patrick L. Riggs, Chief Executive Officer

 

 
 

 

EX-10.2 2 ex10-2.htm

 

Exhibit 10.2

 

DEBT CONVERSION AGREEMENT

 

This Debt Conversion Agreement (this “Agreement”) is made as of August 1, 2017, by and between International Western Petroleum, Inc., a Nevada corporation having an address at 5525 N. MacArthur Blvd, Suite 280, Irving, TX 75038 (the “Company”) and Riggs Capital, Inc., an entity having an address at 10530 Normont Drive, Houston, TX 77070 (the “Lender”).

 

W I T N E S S E T H:

 

WHEREAS, pursuant to that certain assignment of account attached as Exhibit A hereto (the “Assignment of Account”), the Company has outstanding indebtedness to the Lender in the aggregate amount of $379,428.00, comprised of both principal and interest (the “Indebtedness”); and

 

WHEREAS, the Lender desires to, and the Company has agreed to, convert the Indebtedness into an aggregate of 5,900,000 shares of the Company’s restricted common stock, par value $0.001 per share, at an effective conversion price of $0.064 per share, on the terms and conditions as set forth herein (the “Conversion”), it being agreed and acknowledged that subsequent to the Conversion, the Indebtedness shall be cancelled.

 

NOW, THEREFORE, the parties agree as follows:

 

1.       Conversion and Cancellation of the Indebtedness. Effective automatically upon the execution and delivery of this Agreement by all the parties (the “Closing”), the Indebtedness shall be cancelled and converted into an aggregate of 5,900,000 newly issued and outstanding restricted shares of the Company’s common stock (the “Shares”).

 

2.       The Closing. The Closing shall take place on August 2, 2017. At the Closing, the following actions shall take place simultaneously;

 

  (i)

The Lender shall deliver the original Assignment of Account to the Company for cancellation; and

     
  (ii)

The Company shall instruct its transfer agent to deliver to the Lender and an affiliated person (Patrick L. Riggs) certificates representing, in the aggregate, the Shares.

 

3.       Representations and Warranties of the Company. The Company represents and warrants to the Lender that:

 

3.1        Authority. The Company has all requisite corporate power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company. The Company has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery of this Agreement by the Lender, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy laws or other laws affecting creditors’ rights generally and by general principles of equity. Neither the execution, delivery and performance of this Agreement, nor the performance of the transactions contemplated hereby, including without limitation the issuance of the Shares will: (i) constitute a breach or violation of the Company’s constituent documents; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under any material agreement, instrument or obligation to which the Company is a party or by which its assets are bound; or (iii) violate any court order, judgment, administrative or judicial order, writ, decree, stipulation, arbitration award or injunction or statute, law, ordinance, rule and regulation applicable to the Company.

 

  1 

 

 

3.2       Issuance. The issuance of the Shares pursuant to this Agreement will not violate any (i) preemptive right, right of first refusal or other rights of any person to acquire securities of the Company or (ii) applicable federal or state securities laws, and the rules and regulations promulgated thereunder.

 

4.       Representations and Warranties of the Lender. The Lender represents and warrants to the Company that:

 

4.1       Authority. The Lender has all the power and requisite authority to execute and deliver this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Lender. The Lender has duly executed and delivered this Agreement and, assuming due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy laws or other laws affecting creditor’s rights generally and by general principles of equity.

 

4.2       No Prior Transfer. The Lender has not previously transferred any interest in the Notes or incurred any obligation to do so.

 

4.3       Investment. The Lender is acquiring the Shares pursuant to this Agreement solely for investment purposes, for the Lender’s own account and not with a view to resale or distribution. The Lender understands that (i) the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, (ii) the Company is under no obligation to register the Shares, and (iii) the Shares cannot be transferred, resold or otherwise disposed of by the Lender without such registration unless the Company receives an opinion of counsel, reasonably acceptable to the Company, stating that such transfer, resale or other disposition is exempt from such registration requirements, or other evidence satisfactory to the Company that demonstrates the applicability of such exemption.

 

  2 

 

 

4.4       Investment Qualifications. The Lender has such knowledge and experience in financial and business matters and familiarity with the Company as to be capable of evaluating the merits and risks of converting the Indebtedness into the Shares. The Lender is an “accredited investor,” as defined in Regulation D promulgated by the U.S. Securities and Exchange Commission under the Securities Act.

 

5.       Survival. The representations and warranties in Sections 3 and 4 shall survive the Closing and continue in full force and effect thereafter.

 

6.       Post-Closing Cooperation. From and after the Closing, the parties shall cooperate with each other and take such actions as may be reasonably requested and are consistent with the provisions of this Agreement to obtain for the requesting party the benefits of the transactions contemplated hereby.

 

7.       Miscellaneous.

 

7.1       Entire Agreement. This Agreement supersedes and cancels any prior or contemporaneous agreements among the parties relating to the subject matter of this Agreement. There are no representations, agreements, arrangements or understandings between the Lender and the Company relating to the subject matter of this Agreement that are not fully expressed herein.

 

7.2       Amendment. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.

 

7.3       Successors and Assigns. This Agreement may not be assigned or transferred by any party without the prior written consent of the other parties. Subject to the foregoing restriction on transfer or assignment, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

 

7.4       Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without regard to conflict of law principles. Any litigation arising out of or related to this Agreement shall be instituted and prosecuted only in the appropriate state or federal court situated in Clark County, Nevada.

 

7.5       Interpretation. The captions of the sections of this Agreement are for convenience and reference only, and shall not be held to explain, modify, amplify or aid in the interpretation, construction or meaning of this Agreement.

 

7.6       Expenses. Each party will bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

 

7.7       Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall be considered an original instrument, but all of which together shall be considered one and the same agreement. Facsimile copies of the signature page hereof shall be deemed originals and shall be binding for all purposes.

 

[-Signature Page Follows-]

 

  3 

 

  

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first stated above.

 

THE COMPANY:  
   
INTERNATIONAL WESTERN PETROLEUM, INC.  
     
By: /s/ Ross H. Ramsey  
Name: Ross H. Ramsey  
Title: Chief Executive Officer  

 

THE LENDER:

 
RIGGS CAPITAL, INC.
     
By: /s/ Patrick L. Riggs  
Name: Patrick L. Riggs  
Title: Chief Executive Officer  

 

  4 

 

 

Exhibit A – Assignment of Account

 

Please see attached.

 

  5