Filing Details
- Accession Number:
- 0001654954-17-003418
- Form Type:
- 13D Filing
- Publication Date:
- 2017-04-18 16:06:08
- Filed By:
- Rinde Jeffrey A
- Company:
- Sincerity Applied Materials Holdings Corp. (LON:SINC)
- Filing Date:
- 2017-04-18
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Jeffrey A. Rinde | 0 | 140,515,750 | 0 | 140,515,750 | 140,515,750 | 75% |
| CKR Law L | 0 | 140,515,750 | 0 | 140,515,750 | 140,515,750 | 75% |
Filing
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
SYMBID CORP. |
| (Name
of Issuer)
Common Stock, $0.001 par value per share |
| (Title
of Class of Securities)
411413107 |
| (CUSIP
Number) Jeffrey
A. Rinde c/o CKR
Law LLP 1330
Avenue of the Americas, 14th floor New
York, NY 10019 Phone:
(212) 258-7300 |
| (Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 9, 2016 |
| (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.: 411413107 | | | |||
| 1. | Names
of Reporting Persons.I.R.S. Identification Nos. of above persons
(entities only) Jeffrey
A. Rinde | ||||
| 2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | ||||
| 3. | SEC Use
Only | ||||
| 4. | Source
of Funds OO | ||||
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
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 0 | |||
| 8. | Shared
Voting Power 140,515,750 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 140,515,750 | ||||
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 140,515,750 | ||||
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 75%(1) | ||||
| 14. | Type of
Reporting Person IN | ||||
(1)
Based on
187,329,355 shares of Common Stock of the Issuer issued and
outstanding as of the date of this Statement.
2
| CUSIP
No.: 411413107 | | | |||
| 1. | Names
of Reporting Persons.I.R.S. Identification Nos. of above persons
(entities only) CKR
Law LLP | ||||
| 2. | Check
the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | ||||
| 3. | SEC Use
Only | ||||
| 4. | Source
of Funds OO | ||||
| 5. | Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ☐ | ||||
| 6. | Citizenship or
Place of Organization California | ||||
| Number
of Shares Beneficially Owned
by Each Reporting Person With | 7. | Sole
Voting Power 0 | |||
| 8. | Shared
Voting Power 140,515,750 | ||||
| 9. | Sole
Dispositive Power 0 | ||||
| 10. | Shared
Dispositive Power 140,515,750 | ||||
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 140,515,750 | ||||
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | ||||
| 13. | Percent
of Class Represented by Amount in Row (11) 75% (1) | ||||
| 14. | Type of
Reporting Person PN | ||||
(1)
Based on 187,329,355 shares of Common
Stock of the Issuer issued and outstanding as of the date of this
Statement.
3
The
Reporting Persons named in Item 2 below are hereby collectively
filing this Schedule 13D (this “Statement”) because,
due to certain relationships among the Reporting Persons, such
Reporting Persons may be deemed to beneficially own the same
securities directly acquired by one of the Reporting Persons from
the Issuer named in Item 1 below. In accordance with Rule
13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the
Reporting Persons named in Item 2 below have executed a written
agreement relating to the collective filing of this Statement, a
copy of which is annexed hereto as Exhibit 1.
Item 1. Security and Issuer
This Statement relates to the shares
of common stock, $0.001 par value per share (“Common
Stock”), of Symbid Corp, a
Nevada corporation (the “Issuer”). The
Issuer’s principal executive offices are located at
Marconistraat 16, 3029 AK Rotterdam, The Netherlands.
Item 2. Identity and Background
(a) This
Statement is being filed jointly on behalf of each of Jeffrey A.
Rinde, a United States citizen (“Rinde”), and CKR Law
LLP (“CKR”), a limited liability partnership organized
under the laws of the State of California (each, a “Reporting
Person” and, jointly, the “Reporting
Persons”), with respect to the
shares of Common Stock that may be deemed to be beneficially owned
by the Reporting Persons.
(b) The
principal business address for each Reporting Person is c/o
CKR Law LLP, 1330 Avenue of the
Americas, 14th Floor, New York, NY
10019.
(c) CKR
is a legal counsel for the Issuer. Jeffrey A. Rinde is the managing
partner of CKR, and has sole voting and investment power over the
shares owned by CKR.
(d) Neither
Reporting Person has been convicted in a criminal proceeding within
the last five years.
(e) Neither
Reporting Person has been, during the last five years, party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding they were or are
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) Jeffrey
A. Rinde is a citizen of the United States. CKR Law LLP is a
limited liability partnership formed under the laws of the State of
California.
Item 3. Source and Amount of Funds or Other
Consideration
On
December 9, 2016, the Issuer entered into a Securities Purchase Agreement with CKR, pursuant
to which the Issuer issued an aggregate of 149,863,484 shares of
its restricted common stock to CKR and its designees, which
included an aggregate of 140,515,750 shares issued to CKR
in consideration for (i) the
cancellation of an aggregate of $86,456.41 due from the Issuer to
CKR for services and expense reimbursements; (ii) a cash payment of
$43,614 to be used to pay an aggregate of $37,614 to creditors of
the Issuer, including payments required to enable filing of the
required periodic reports under the Exchange Act of 1934, as
amended; and (iii) the commitment of CKR to fund, to the extent
future net revenues of the Issuer prove insufficient, additional
operating expenses of the Company necessary to ensure its
continuing operation and existence until such time that the Company
can fund operations independently or until the Issuer completes an
acquisition, business continuation, or similar transaction with an
operating entity in a transaction that results in a change of
control. Subsequent to December 9, 2016, CKR has funded
approximately $72,550 of additional operating expenses. As a result
of the foregoing, Jeffrey A. Rinde, as managing partner of CKR
indirectly and CKR directly beneficially own 75% of the
Issuer’s common equity.
4
Item 4. Purpose of Transaction
Reference
is made to the disclosure set forth under Item 3 above, which
disclosure is incorporated herein by reference.
Neither
Reporting Person currently has plans or proposals which relate to
or would result in any of the items set forth in (a) – (j)
below. However, in connection with legal services provided to the
Issuer, the Reporting Persons may consider opportunities deemed to
be in the best interest of the Issuer and its
shareholders.
a.
The acquisition by
any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
b.
An 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 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;
g.
Changes in the
Issuer’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 enumerated above.
Item 5. Interest in Securities of the Issuer
(a)
– (b) See Items 7 through 13 of the cover pages. Except as
described in this Statement, neither Reporting Person has any
equity or other ownership interest in the Issuer.
(c) Other
than as described in Items 3 and 4 above, there have been no other
transactions in the Common Stock that were effected during the past
sixty (60) days by either Reporting Person.
5
(d) The
Reporting Persons do not know of any other person that has the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any shares of the
Issuer’s Common Stock beneficially owned by the Reporting
Persons.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Other
than as described in this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
between either Reporting Person and any person with respect to any
securities of the Issuer, including but not limited to transfer or
voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding
of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered
into. None of the shares of Common Stock beneficially owned by
either Reporting Person are pledged or otherwise subject to a
contingency the occurrence of which would give another person
voting power or investment power over such securities (other than
standard default and similar provisions contained in loan
agreements).
6
Item 7. Material to be Filed as Exhibits
|
Exhibit Number | |
Description |
| |
Joint Filing Agreement by and between Jeffrey A. Rinde and CKR Law
LLP dated April 18, 2017 | |
| | | |
| 2 | |
Securities Purchase Agreement dated December 9, 2016 between the
Issuer and CKR (incorporated by reference to Exhibit 10.7 to the
Issuer’s Form 10-Q filed December 14, 2016) |
7
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:
April 18, 2017
| | | | |
| | | /s/ Jeffrey
A. Rinde | |
| | | Jeffrey A. Rinde | |
| | | | |
| | CKR
Law LLP | | |
| | | | |
| | By: | /s/ Jeffrey
A. Rinde | |
| | Name: | Jeffrey A. Rinde | |
| | Title: | Managing Partner | |
8