Filing Details

CUSIP No. 02081G102

1

NAMES OF REPORTING PERSONS.

Patrick S. Miles

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

PF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

1,327,434 shares

8

SHARED VOTING POWER

500,000 shares

9

SOLE DISPOSITIVE POWER

1,327,434 shares

10

SHARED DISPOSITIVE POWER

500,000 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,827,434 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.1%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

CUSIP No. 02081G102

1

NAMES OF REPORTING PERSONS.

MOM, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐(b) ☒

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Georgia

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

N/A

8

SHARED VOTING POWER

500,000 shares

9

SOLE DISPOSITIVE POWER

N/A

10

SHARED DISPOSITIVE POWER

500,000 shares

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

500,000 shares

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.5%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

(a)

This Schedule 13D is being filed by Patrick S. Miles and MOM, LLC, a Georgia limited liability company (“MOM, LLC”).  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Patrick S. Miles is the manager of MOM, LLC.  By virtue of this relationship, Mr. Miles may be deemed to beneficially own the shares of Common Stock owned directly by MOM, LLC.

(b)

The principal business address for Patrick S. Miles is 5818 El Camino Real, Carlsbad, California 92008.  The principal business address for MOM, LLC is P.O. Box 1412, Rancho Santa Fe, California 92067.

(c)

The principal occupation of Mr. Miles is serving as the Issuer’s Director and Executive Chairman.  The principal business of MOM, LLC is holding and managing real estate for commercial or residential purposes.

(d)

No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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)

Mr. Miles is a citizen of the United States of America.  MOM, LLC is organized under the laws of the State of Georgia.

(a)

As of the date hereof, (i) Mr. Miles beneficially owns (as that term is defined in Rule 13d-3 promulgated by the SEC) an aggregate of 1,827,434 shares of Common Stock, consisting of 1,577,434 shares of Common Stock,  and 250,000 shares of Common Stock underlying warrants, representing approximately 9.1% of the outstanding Common Stock; and (ii) MOM, LLC beneficially owns (as that term is defined in Rule 13d-3 promulgated by the SEC) an aggregate of 500,000 shares of Common Stock, consisting of 250,000 shares of Common Stock, and 250,000 shares of Common Stock underlying warrants, representing approximately 2.5% of the outstanding Common Stock.¹

(b)

Mr. Miles has sole voting and dispositive power with respect to 1,327,434 shares of the Common Stock.  Each of Mr. Miles and MOM, LLC has shared voting and dispositive power with respect to 500,000 shares of the Common Stock.

(c)

Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Person in the last 60 days.

(d)

No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or proceed from the sale of, the shares of Common Stock held by the Reporting Person.

(e)

Not applicable.

Exhibit 1:

Securities Purchase Agreement, dated as of October 2, 2017, by and between the Issuer and Mr. Miles (incorporated by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2017).

Exhibit 2:

Joint Filing Agreement of the Reporting Persons dated January 8, 2018.

¹ 

This percentage is based upon 19,838,610 outstanding shares of Common Stock as of the date of this filing.  Pursuant to Rule 13d-3 promulgated by the Commission, to compute the applicable Reporting Person’s beneficial ownership of shares of the Issuer’s Common Stock, any such shares not outstanding which are subject to warrants or conversion privileges are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such Reporting Person, but are not deemed to be outstanding for the purpose of computing the percentage of the class by any other person.

/s/ Patrick S. Miles

Patrick S. Miles

MOM, LLC

By: /s/ Patrick S. Miles

Its:Manager