Statement of Ownership (sc 13g)
21 April 2016 - 5:56AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No.
n/a
)*
A1 Group, Inc.
(Name
of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
03740J107
April 20, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
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 the
disclosures provided in a prior cover page.
The
information required in 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).
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Typenex Co-Investment, LLC
20-0495695
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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)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Utah
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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3,413,409
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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3,413,409
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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3,413,409
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99*%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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FOOTNOTES
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* Reporting person Typenex Co-Investment, LLC ("Typenex") has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 3,413,409 shares, which is 9.99% of the 34,168,260 shares that were outstanding on that date (as reported in the Issuer’s Form 10-K filed on March 26, 2016).
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Red Cliffs Investments, Inc.
46-2676148
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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)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Utah
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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3,413,409
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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3,413,409
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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3,413,409
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99*%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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FOOTNOTES
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* Reporting person Red Cliffs Investments, Inc is the Manager of reporting person Typenex. Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 3,413,409 shares, which is 9.99% of the 34,168,260 shares that were outstanding on that date (as reported in the Issuer’s Form 10-K filed on March 26, 2016).
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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JFV Holdings Inc.
36-4426825
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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)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Illinois
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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3,413,409
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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3,413,409
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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3,413,409
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99*%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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FOOTNOTES
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* Reporting person JFV Holdings, Inc. is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 3,413,409 shares, which is 9.99% of the 34,168,260 shares that were outstanding on that date (as reported in the Issuer’s Form 10-K filed on March 26, 2016).
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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John M Fife
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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)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5
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SOLE VOTING POWER
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3,413,409
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
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3,413,409
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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3,413,409
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.99*%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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FOOTNOTES
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* Reporting person John M. Fife is the sole shareholder of reporting person JFV Holdings, Inc., which is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 3,413,409 shares, which is 9.99% of the 34,168,260 shares that were outstanding on that date (as reported in the Issuer’s Form 10-K filed on March 26, 2016).
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Item
1.
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(b)
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Address
of Issuer’s Principal Executive Offices
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7040 Avenida Encinas,
Suite 104-159
Carlsbad, CA 92011
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Item
2.
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(a)
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Name
of Person Filing
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This report is filed by Typenex Co-Investment, LLC, Red Cliffs Investments, Inc., JVF Holdings, Inc., and John M. Fife with respect to the shares of Common Stock of the Issuer that are directly beneficially owned by Typenex Co-Investment, LLC and indirectly beneficially owned by the other reporting and filing persons.
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(b)
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Address
of Principal Business Office or, if none, Residence
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The address of the principal business office of each reporting and filing person is:
303 East Wacker Drive, Suite 1040
Chicago, IL 60601.
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Typenex Co-Investment, LLC is a Utah Limited Liability Company.
Red Cliffs Investments, Inc. is a Utah Corporation.
JVF Holdings, Inc. is an Illinois Corporation.
John M. Fife is a United States citizen.
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(d)
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Title
of Class of Securities
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Common stock, par value $0.001 per share
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
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(e)
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o
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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o
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A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
N/A
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Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
3,413,409
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(b)
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Percent of class: 9.99%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
3,413,409
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(ii)
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Shared power to vote or to direct the vote:
0
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(iii)
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Sole power to dispose or to direct the disposition of:
3,413,409
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(iv)
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Shared power to dispose or to direct the disposition of:
0
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Item
5.
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Ownership
of Five Percent or Less of a Class
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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
o
.
N/A
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company
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Item
8.
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Identification
and Classification of Members of the Group
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Item
9.
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Notice
of Dissolution of Group
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Item
10.
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Certification
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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, other than activities solely in connection with a nomination under §240.14a-11.
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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.
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Typenex Co-Investment, LLC
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Date:
April 20, 2016
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By:
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/s/
John M Fife
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Name: John M Fife
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Title:
President
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Red Cliffs Investments, Inc.
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Date:
April 20, 2016
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By:
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/s/
John M Fife
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Name: John M Fife
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Title:
President
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JFV Holdings Inc.
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Date:
April 20, 2016
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By:
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/s/
John M Fife
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Name: John M Fife
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Title:
President
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Date:
April 20, 2016
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By:
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/s/
John M Fife
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Name: John M Fife
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Attention:
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Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001)
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