Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
HERBORIUM GROUP, INC.
Common Stock, par
value $0.001
CUSIP
42703A109
February 11, 2014
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
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 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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CUSIP No.
42703A109
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13G
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Page 1 of 4
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1.
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Name of Reporting Person
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Tarpon Bay Partners
LLC
I.R.S. Identification
No. of Above Person (entities only) 46-3264113
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2.
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Check the Appropriate Box if a Member of a Group
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(a)
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(b)
x
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4.
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Citizenship or Place of Organization
Florida
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5.
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Sole Voting Power
128,617
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Number of Shares
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6.
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Shared Voting Power
128,617
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Owned by Each
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Reporting Person
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7.
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Sole Dispositive Power
128,617
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With
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8.
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Shared Dispositive Power
128,617
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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Reporting
Person holds
128,617
shares of Issuer’s common
stock. The shares were issued pursuant to a partial conversion of a convertible promissory note held by Reporting Person. The convertible
promissory note is subject to restriction of beneficial ownership prohibiting the holder from beneficially owning greater than
9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims any beneficial ownership in shares
of common stock of Issuer held by any other person or entity.
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10.
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Check if the Aggregate Amount in Row 9 Excludes Certain
Shares
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11.
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Percent of Class Represented by Amount in Row 9 8.25%
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12.
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Type of Reporting Person PN
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CUSIP No.
42703A109
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13G
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Page 2 of 4
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ITEM 1
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(a)
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NAME OF ISSUER HERBORIUM GROUP, INC.
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(b)
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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Park 80W Plaza II, Suite 200, Saddle Brook, NJ 07663
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ITEM
2
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(a)
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NAME OF PERSON FILING Tarpon Bay Partners LLC
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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17210 Germano Court, Naples, FL 34110
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(c)
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CITIZENSHIP United States
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(d)
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TITLE OF CLASS OF SECURITIES Common Stock, par value $0.001
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(e)
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CUSIP NUMBER
42703A109
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ITEM 3
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act
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(b)
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Bank as defined in section 3(a)(6) of the Act
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(c)
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Insurance company as defined in section 3(a)(19) of the Act
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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CUSIP No.
42703A109
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13G
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Page 3 of 4
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(h)
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A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
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(i)
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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
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(j)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
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If this statement is
filed pursuant to Rule 13d-1(c), check this box
x
(a) Amount beneficially owned:
Reporting
Person holds
128,617
shares of Issuer’s common stock. The shares were issued pursuant
to a partial conversion of a convertible promissory note held by Reporting Person. The convertible promissory note is subject to
restriction of beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common
stock at any given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held
by any other person or entity.
(b) Percent of class:
8.25%
(c) Number of shares as to which
the person has:
(i) Sole power to vote or to direct
the vote:
128,617
(ii) Shared power to vote or to direct
the vote:
128,617
(iii) Sole power to dispose or to direct
the disposition of:
128,617
(iv) Shared power to dispose or to direct
the disposition of:
128,617
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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
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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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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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N/A
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CUSIP No.
42703A109
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13G
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Page 4 of 4
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ITEM 8
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
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N/A
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ITEM 9
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NOTICE OF DISSOLUTION OF GROUP
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N/A
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired are not being 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.
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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February 11, 2014
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Tarpon Bay Partners LLC
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By:
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/s/
Stephen
Hicks
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Manager
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