Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

HighCom Global Security, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

42984M103

(CUSIP Number)

 

Steven Morse, Esq., Morse & Morse, PLLC., 1400 Old Country Road, Westbury, NY 11590 (516-487-1446)

(Name, address and telephone number of person authorized to receive notices and communications)

 

January 9, 2019

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 13d-7(b) 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 the 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 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. 42984M103

SCHEDULE 13D

Page 2 of 5 Pages

 

1	NAME OF REPORTING PERSONS   2538093 Ontario Inc.
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   Canada

NUMBER OF	7	SOLE VOTING POWER 194,078,347 (1)
SHARES BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY EACH	9	SOLE DISPOSITIVE POWER 194,078,347 (1)
REPORTING PERSON WITH	10	SHARED DISPOSITIVE POWER

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   194,078,347(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Excludes 2,000,000 shares owned under common control of another entity.
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   50.3
14	TYPE OF REPORTING PERSON   CO

 

(1)	Includes Warrants to purchase 41,801,793 shares.
(2)	Based upon 386,014,460 shares outstanding as of September 30, 2018.

 

 

CUSIP No. 42984M103

SCHEDULE 13D

Page 3 of 5 Pages

 

Item 1. Security and Issuer.

 

This statement relates to the Common Stock of HighCom Global Security, Inc. (the “Issuer” or “HighCom”). The Issuer’s executive office is located at 2901 East 4^th Avenue, Unit J, Columbus, OH 43219.

 

Item 2. Identity and Background.

 

	(a)	The reporting person is 2538093 Ontario Inc.
	(b)	The address of the reporting person is 140 Yonge Street, Suite 200, Toronto, Ontario M5C 1X6.
		Place of incorporation: Ontario
		Principal Business: Investments
	(c)	Not applicable.
	(d)	None.
	(e)	None.
	(f)	Canada

 

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

 

As reported below, the acquisition of securities by the reporting person did not involve cash, but rather was a stock for stock swap.

 

Description of transaction resulting in a change of control described in 13(d) filed November 23, 2016.

 

On November 14, 2016, 2538093 Ontario Inc. (“Ontario”) acquired in a stock for stock exchange with 8464081 Canada Inc. (“Canada”) 200,528,362 shares of common stock of HighCom and warrants to purchase 41,801,793 additional shares of common stock of HighCom at an exercise price of $.009 per share. After the completion of this transaction, Ontario had a beneficial ownership interest in 242,330,155 shares of common stock of HighCom, representing 59.3% of the outstanding shares of HighCom. Accordingly, at the completion of the transaction, Canada has transferred 100% of its ownership interest in HighCom to Ontario. Canada, which is controlled by Barbara J. Amiel, will continue to have 50% of the voting rights of Ontario, whose other principal owner is an entity controlled by Craig Campbell, a former director of HighCom and the President and owner of our newly engaged consultant, Resilience Capital Inc. Craig Campbell has an indirect ownership of 40%, and the right to exercise the remaining 50% of the voting rights, of Ontario. Paul Sparkes, Chairman of HighCom, has an indirect minority interest (i.e. 10%) of Ontario through a 20% ownership interest in the entity owned by Mr. Campbell.

 

Prior to the change in control described herein, Canada, by agreement with HighCom, which rights have been assigned to Ontario, has the right to appoint a majority of the directors of HighCom and right of first refusal to participate in future financings. At that time, three of the existing seven directors of HighCom were appointed by Canada. Contemporaneous with the reporting person’s acquisition of control of the Registrant, an affiliated entity, Resilience Capital Inc. entered into a consulting agreement with the Registrant pursuant to which it will receive consulting fees with an annual fee of $250,000. This entity is owned by Craig Campbell, the president and principal owner of Resilience.

 

 

CUSIP No. 42984M103

SCHEDULE 13D

Page 4 of 5 Pages

 

 

Recent Development

 

In October 2018, Barbara J. Amiel became the sole beneficial owner of Ontario by purchasing the equity interests held by entities owned by Craig Campbell and Paul Sparkes.

 

Item 4. Purpose of the Transaction.

 

The purpose of the acquisition of a controlling interest in the Issuer was solely for investment purposes and not for the purposes identified under (a) – (j), except as follows: (i) the reporting person has the right to nominate and appoint a majority of the directors to the board and (ii) it has a right of first refusal to maintain its beneficial stock ownership stock interest. An affiliate of the reporting person as described above, had entered into a consulting agreement with the Registrant. Reference is made to a Form 8-K (date of earliest event November 14, 2016) filed with the Securities and Exchange Commission for additional information. An affiliate of the reporting person as described above has entered into a consulting agreement with the Registrant as reported on a Form 8-K filed with the Securities and Exchange Commission on January 8, 2019, as amended January 14, 2019.

 

Item 5. Interest in Securities of the Issuer.

 

	(a)– (b)	As of September 30, 2018, the Issuer has outstanding 386,014,460 shares of Common Stock. On that date, the reporting person has a beneficial ownership in securities of the Issuer totaling 194,078,347 shares of common stock, representing 50.3% of the outstanding shares. The reporting person has the sole voting power and dispositive power with respect to the aforementioned securities. As of November 14, 2016, the reporting person acquired warrants to purchase 41,801,793 shares of common stock exercisable at $.009 per share. These warrants are included in the beneficial share ownership described above.
	(c)	On January 9, 2019, the reporting person sold 48,251,808 shares to a non-affiliated entity for $1,500.
	(d)	Not applicable.
	(e)	Not applicable.

 

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

 

On April 4, 2013, Alpha Capital Anstalt, closed on an agreement (the “Purchase and Exchange Agreement”) with 8464081 Canada Inc. (“Canada”), pursuant to which Canada acquired control of the Issuer. In connection with Canada acquiring control of the Issuer, the Issuer agreed as follows:

 

●	Canada has the right to nominate and appoint to the Board at least 50% of the Board members;
●	Canada has a right of first refusal to participate in future financings up to its pro rata share of Common Stock of the Issuer.

 

Pursuant to the transaction described under Item 3, Canada assigned the contractual rights described above to Ontario.

 

Item 7. Material to be filed as Exhibits.

 

Incorporated by reference is the Issuer’s Form 8-K dated November 14, 2016, which includes a copy of a consulting agreement entered into between the Issuer and Resilience Capital, an affiliated entity and Form 8-K dated January 8, 2019 which includes a copy of another consulting agreement with an affiliated entity.

 

 

CUSIP No. 42984M103

SCHEDULE 13D

Page 5 of 5 Pages

 

SIGNATURES

 

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.

 

	2538093 Ontario Inc.
Dated: February 12, 2019	By:	/s/ Barbara Amiel
		Barbara Amiel, President