PURY PureRay Corporation (CE)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

PureRay Corporation
(Name of Issuer)

Common Stock , $0.0001 Par Value
(Title of Class of Securities)

74624F107
(CUSIP Number)

July 24, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

 

 

CUSIP No.		74624F107	13G

CUSIP No. 74624F107

Item 1(a). Name of Issuer:

     PureRay Corporation

Item 1(b). Address of Issuer’s Principal Executive Offices:

     3490 Piedmont Road, Suite 1120 Atlanta, GA, 30305

Item 2(a). Name of Person Filing:

     511919 N.B. Inc.

Item 2(b). Address of Principal Business Office:

     595 Burrard Street, Suite 3123

     Vancouver, Canada V7X 1J1

Item 2(c). Citizenship:

     Canada

Item 2(d). Title of Class of Securities

     Common Stock, par value $0.0001 per share

Item 2(e). CUSIP Number:

     74624F107

CUSIP No. 74624F107

Item 3. If this statement is filed pursuant to rule 240.13d- 1(b) or 240.13d- 2(b) or (c), check whether the person filing is a:

(a)		___		Broker or dealer registered under Section 15 of the Act.
(b)		___		Bank as defined in Section 3(a)(6) of the Act.
(c)		___		Insurance company as defined in Section 3(a)(19) of the Act.
(d)		___		Investment company registered under Section 8 of the Investment Company Act of 1940.
(e)		___		An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
(f)		___		An employee benefit plan or endowment fund in accordance with 240.13d- 1(b)(1)(ii)(F).
(g)		___		A parent holding company or control person in accordance with 240.13d- 1(b)(1)(ii)(G).
(h)		___		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)		___		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.
(j)		___		Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

As of the date of this filing, 511919 N.B. Inc. (the “Reporting Person”) is the beneficial owner of 3,000,000 shares of the common stock, par value $0.0001 per share (the “Common Stock”), of PureRay Corporation (“PureRay”), which constitutes approximately 17.65% of PureRay’s outstanding shares of Common Stock, based upon 15,500,000 shares of Common Stock outstanding as reported in PureRay’s Current Report on Form 8-K/A as filed with the Securities and Exchange Commission on July 31, 2008. The foregoing includes 1,500,000 shares of Common Stock held directly the Reporting Person and 1,500,000 shares of Common Stock issuable to the Reporting Person upon exercise of a warrant (the “Warrant”) held by the Reporting Person that is presently exercisable. The Warrant must be exercised on or before January 24, 2009. The Reporting Person has sole power to vote and dispose of its shares.

CUSIP No. 74624F107

Item 5. Ownership of Five Percent or Less of Class

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 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than 5 Percent on Behalf of Another Person

     Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

     Not Applicable.

Item 8. Identification and Classification of Members of the Group

     Not Applicable.

Item 9. Notice of Dissolution of Group

     Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were 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.

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: August 27, 2008

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