Statement of Beneficial Ownership (sc 13d)
14 December 2022 - 10:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Renewable
Innovations, Inc. (f/k/a Nestbuilder.com Corp)
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
759960
10 7
(CUSIP
Number)
Brian
A. Lebrecht
c/o
Clyde Snow & Sessions, P.C.
201
South Main Street, Suite 2200
Salt
Lake City, UT 84111
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
1, 2022
(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 §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.
759960 10 7 |
13D |
Page
2 of 6 Pages |
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
L. Mount |
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 ITEM 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
120,524,050 |
8. |
SHARED
VOTING POWER
0 |
9. |
SOLE
DISPOSITIVE POWER
120,524,050 |
10. |
SHARED
DISPOSITIVE POWER
0 |
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,524,050
|
12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
95%
|
14. |
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No.
759960 10 7 |
13D |
Page
3 of 6 Pages |
Item
1. Security and Issuer
This
Statement on Schedule 13D relates to the common stock, par value $0.001, of Renewable Innovations, Inc., a Nevada corporation (the “Company”).
The Company’s current principal executive offices are located at 588 West 400 South, Lindon, UT 84042.
Item
2. Identity and Background
This
Statement is being filed by Robert L. Mount (sometimes referred to as the “Reporting Person”). Mr. Mount’s address
is [●]. During the last five years, Mr. Mount has not been convicted in a criminal proceeding. During the last five years, Mr. Mount
has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
been subject to a judgment, decree or final order enjoining future violations or prohibiting or mandating activities subject to, federal
or state securities law or finding any violation with respect to such law. Mr. Mount is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration
On
December 1, 2022, the Company entered into an Agreement and Plan of Merger by and among the Company, NB Merger Corp., and Renewable Innovations,
Inc., a Delaware corporation (“RI Target”), whereby the Company issued and exchanged 2,155,684 shares of its Series
A Convertible Preferred Stock (“Preferred Stock”) for all of the outstanding securities of RI Target (the “Exchange”).
Through
the Exchange, RI Target became a wholly-owned subsidiary of the Company. The Reporting Person exchanged all of his RI Target securities
for 1,205,240.50 shares of the Company’s Preferred Stock. Each share of Preferred Stock is convertible into 100 shares of the Company’s
common stock. Each share of Preferred Stock is subject to adjustment for stock splits, stock dividends, distributions, subdivisions,
capital reorganization, reclassification and combinations.
Item
4. Purpose of Transaction
The
Reporting Person acquired the shares in the Exchange based on the Reporting Person’s belief that the Company’s securities
received in the Exchange, when purchased, represented an attractive investment opportunity. Depending upon overall market conditions,
other investment opportunities available to the Reporting Person, and the availability of shares at prices that would make the purchase
or sale of shares desirable, the Reporting Person has and may continue to endeavor to increase or decrease his position in the Company
through, among other things, the purchase or sale of shares on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Person may deem advisable.
The
Reporting Person does not have any present plan or proposal which would relate to or result in any of the following:
| (a) | The
acquisition by any person of additional securities of the Company, or the disposition of
securities of the Company; |
CUSIP
No.
759960 10 7 |
13D |
Page
4 of 6 Pages |
| (b) | An
extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving
the Company or any of its subsidiaries; |
| (c) | A
sale or transfer of a material amount of assets of the Company or any of its subsidiaries; |
| (d) | Any
change in the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies
on the board; |
| (e) | Any
material change in the present capitalization or dividend policy of the Company; |
| (f) | Any
other material change in the Company’s business or corporate structure, including but
not limited to, if the company is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is required by section
13 of the Investment Company Act of 1940; |
| (g) | Changes
in the Company’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the issuer by any person; |
| (h) | Causing
a class of securities of the issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; |
| (i) | A
class of equity securities of the issuer becoming eligible for termination of registration
pursuant to section 12(g)(4) of the Act; or |
| (j) | Any
action similar to any of those enumerate above. |
The
Reporting Person intends to review his investment in the Company on a continuing basis. Depending on various factors including, without
limitation, the Company’s financial position and investment strategy, the price levels of his securities, conditions in the securities
markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment
in the Company as he deems appropriate, including: purchasing additional shares, selling some or all of his shares, or changing his intention
with respect to any and all matters referred to in this Item 4.
Item
5. Interest in Securities of the Issuer
(a) The
Reporting Person is deemed to be the beneficial owner of 120,524,050 shares of the Company’s common stock, or 95% of the outstanding
shares of the Company’s common stock. The Reporting Person’s beneficial ownership of these shares of common stock comes solely
from his ownership of an aggregate of 1,205,240.50 shares of Preferred Stock. Each share of Preferred Stock is convertible into 100 shares
of common stock. Each share of Preferred Stock also has voting rights equal to the number of shares of common stock into which it may
be converted.
CUSIP
No.
759960 10 7 |
13D |
Page
5 of 6 Pages |
(b) The
Reporting Person owns the following rights with respect to the shares of the Company’s common stock beneficially owned by him as
of the date of this report:
Sole
Voting Power: 120,524,050
Shared
Voting Power: - 0 -
Sole
Dispositive Power: 120,524,050
Shared
Dispositive Power: - 0 -
(c) The
discussion above in paragraph (b) of this Item 5 and in Item 3 regarding the Exchange is incorporated herein by this reference. Except
as set forth above, the Reporting Person has not entered into any transactions in the Company’s securities in the last sixty days.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
None.
Item
7. Material to be Filed as Exhibits
The
following documents are filed as exhibits to this Schedule 13D:
None.
CUSIP
No.
759960 10 7 |
13D |
Page
6 of 6 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:
December 13, 2022
/s/
Robert L. Mount |
|
Name:
Robert L. Mount |
|
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