Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934

 

iMine Corporation

(Exact name of registrant as specified in its charter)

 

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

45250D103

(CUSIP Number)

 

Pearson Butler, LLC

Attn: Ronald N. Vance, Esq.

1802 W. South Jordan Parkway, Suite 200

South Jordan, UT 84095

ron@pearsonbutler.com

(801) 495-4104

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 18, 2021

(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 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 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. 45250D103

Schedule 13D

 

(1)	Name of Reporting Person(s)   Jose Maria Eduardo Gonzales Romero
(2)	Check appropriate box if a member of a group   (a) (b)
(3)	SEC use only
(4)	SOURCE of funds   PF and OO
(5)	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
(6)	Citizenship or place of organization   Panama

 

Number of shares beneficially owned by each reporting person with:		(7)	Sole voting power   35,189,100
		(8)	Shared voting power   0
		(9)	Sole dispositive power   35,189,100
		(10)	Shared dispositive power   0

 

(11)	Aggregate amount beneficially owned by each reporting person   35,189,100
(12)	Check if the aggregate amount in row 11 excludes certain shares (see instructions)
(13)	Percent of class represented by amount in Row (11)   47.2%
(14)	TYPE OF REPORTING PERSON (see instructions)   IN

 

(1) This percentage is calculated based on 74,498,053 shares of Common Stock outstanding as of the date of this filing, as disclosed in the Issuer’s current report on Form 8-K as filed with the Securities and Exchange Commission on November 18, 2021.

 

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CUSIP No. 45250D103

Schedule 13D

 

This statement on Schedule 13D is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended, the (“1934 Act”). Jose Maria Eduardo Gonzales Romero is referred to herein as the “Reporting Person”.

 

Item 1. Security and Issuer

 

The class of equity securities to which this statement relates is common stock, at a par value of $0.001 per share (collectively, the “Shares”), of iMine Corporation, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 488 NE 18th Street, #2307, Miami, FL 33132.

 

Item 2. Identity and Background

 

This Schedule 13D is filed by Jose Maria Eduardo Gonzales Romero (the “Reporting Person”). The Reporting Person’s business address is Ph Torre la Cresta, Apto 11, Bellavista, Panama 0801. The Reporting Person’s principal business is operating an international logistics company.

 

During the past five years, the Reporting Person (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (b) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The Reporting Person is a citizen of Panama.

 

Item 3. Source and Amount of Funds or Other Consideration

 

On November 18, 2021, the Issuer entered into and closed, a Debt Settlement Agreement (the “Settlement Agreement”) with the Reporting Person.  The parties had previously entered into a Loan and Security Agreement dated March 20, 2018 (the “Loan Agreement”), under which the Reporting Person loaned $500,000 to the Issuer for the acquisition of computer equipment and for operating capital.  Under the terms of the Loan Agreement, the outstanding principal and interest due was convertible into shares of common stock of the Issuer at the rate of $0.02 per share.  At the time of the conversion, the Issuer owed $643,782, including interest in the amount of $143,782, which the Reporting Person converted into 32,189,100 shares.

 

Also on November 18, 2021, the Issuer authorized the issuance of 3,000,000 shares to the Reporting Person as compensation under his employment agreement dated August 14, 2019, with the Issuer (the “Employment Agreement”).  Under the terms of the one-year Employment Agreement, the Issuer agreed to compensate him with 3,000,000 shares of common stock for his services as chief executive officer of the Issuer, the vesting of which shares was satisfied on May 10, 2020.

 

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CUSIP No. 45250D103

Schedule 13D

 

Item 4. Purpose of Transaction

 

The Reporting Person acquired Shares of the Issuer for investment purposes in private transactions concerning the conversion of debt by, and payment of compensation to, the Reporting Person. As a result of the transactions, the Reporting Person has absolute voting control of the Issuer, for which he already served as a director and chief executive officer.  He intends to participate and influence the affairs of the Issuer both in management and with respect to his voting rights associated with his ownership of Shares.

 

Subject to all relevant securities law provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties.

  

Except as otherwise disclosed herein, the Reporting Person does not have any current plans or proposals that relate to or would result in:

 

(a)	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)	any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)	a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
(d)	any change in the present board of directors or management of the Issuer, 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 Issuer;
(f)	any other material change in the Issuer’s business or corporate structure including, but not limited to, if the Issuer 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 Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede 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 enumerated above.

 

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CUSIP No. 45250D103

Schedule 13D

 

Item 5. Interest in Securities of the Issuer

 

(a)	As of the filing of this Schedule 13D, the Reporting Person is the beneficial owner of 35,189,100 shares of common stock of the Issuer representing 47.2% of the Issuer’s issued and outstanding shares.
(b)	As of the filing of this Schedule 13D, the Reporting Person has the power to vote and direct the disposition of 35,189,100 shares.
(c)	The Reporting Person has not effected any other transactions in the Issuer’s securities, including common stock of the Issuer, within 60 days preceding the date hereof.
(d)	No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)	The Reporting Person is the beneficial owner of 47.2% of the Issuer’s common shares as of the filing of this Schedule 13D.

 

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

 

The information set forth under Items 3, 4, and 5 herein is incorporated by reference. The Reporting Person: (i) holds no options to purchase shares of Common Stock, (ii) has no interest in any other securities of the Issuer, and (iii) is not party to an agreement in which is shall receive additional securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits

 

The following exhibits are filed with this report by incorporation:

 

1.	Debt Settlement Agreement dated November 18, 2021 (incorporated by reference to Exhibit 99.1 to the Issuer's Form 8-K filed with the SEC on November 18, 2021)
2.	Loan and Security Agreement dated March 20, 2018 (incorporated by reference to Exhibits 99.1 and 99.2 to the Issuer's Form 8-K filed with the SEC on March 22, 2018)
3.	Employment Agreement dated August 14, 2019 (incorporated by reference to Exhibit 99.1 to the Issuer's Form 8-K filed with the SEC on August 15, 2019)

 

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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.

 

		Date: December 29, 2021
		/s/ Jose Maria Eduardo Gonzales Romero
		Jose Maria Eduardo Gonzales Romero

 

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