Amended Statement of Beneficial Ownership (sc 13d/a)
06 Junho 2019 - 5:58PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
Under
the Securities Exchange Act of 1934
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
91678P203
(CUSIP
Number)
Michael
Campbell
11753
Willard Avenue
Tustin,
CA 92782
Telephone:
(714) 855-8100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
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 (the “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).
1
|
name of reporting person
i.r.s.
identification no. of above person (entities only)
Michael
Campbell
|
2
|
check
the appropriate box if a member of a group*
(A)
[X]
(B)
[ ]
|
3
|
sec use only
|
4
|
source
of funds*
AF
|
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
440,256
shares
|
8
|
shared
voting power
8,513,943
shares
|
9
|
sole dispositive power
440,256
shares
|
10
|
shared
dispositive power
8,513,943
shares
|
11
|
aggregate
amount beneficially owned by each reporting person
8,954,199
shares
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
|
13
|
percent
of class represented by amount in row (11)
53.83%
|
14
|
type
of reporting person*
IN
|
1
|
name
of reporting person
i.r.s.
identification no. of above person (entities only)
M1
Advisors LLC
30-1108509
|
2
|
check
the appropriate box if a member of a group*
(A)
[X]
(B)
[ ]
|
3
|
sec
use only
|
4
|
source
of funds*
AF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
6
|
citizenship
or place of organization
Delaware
|
number of
shares
beneficially
owned by
each reporting
person with
|
7
|
sole voting power
0
shares
|
8
|
shared voting power
8,513,943
shares
|
9
|
sole dispositive power
0
shares
|
10
|
shared dispositive power
8,513,943
shares
|
11
|
aggregate
amount beneficially owned by each reporting person
8,513,943
shares
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
|
13
|
percent
of class represented by amount in row (11)
51.18%
|
14
|
type
of reporting person*
PN
|
The
Following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment
No. 1 amends the Schedule 13D as specifically set forth herein:
ITEM
1.
|
SECURITY
AND ISSUER.
|
Item
1 is hereby amended as follows:
This
statement relates to shares of Common Stock, $0.001 par value per share (the “Common Stock”), of CalEthos, Inc., a
Nevada corporation (the “Issuer”), formerly known as Realsource Residential, Inc. The principal executive offices
of the Issuer are located at 11753 Willard Avenue, Tustin, CA 92782. This statement is being filed jointly by M1 Advisors LLC,
a Delaware limited liability company (“M1 Advisors”), and Michael Campbell, the managing member of M1 Advisors and
an officer and director of the Issuer. The filers of this statement are collectively referred to herein as the “Group.”
Reference is made to that certain joint filing agreement of the members of the Group attached as an exhibit to the Schedule 13D
filed by the undersigned.
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
Item
4 is hereby amended to add the following:
On
December 21, 2018, all of the Series A Preferred Stock was automatically converted into shares of Common Stock on a one-for-one
basis on the business day immediately following effectiveness of an amendment to the Issuer’s articles of incorporation
to increase the number of shares of Common Stock that the Issuer is authorized to issue to 100,000,000 shares. On March 25, 2019,
M1 Advisors sold an aggregate of 806,471 shares of common stock to 8 investors at a price of $0.695 per share. At such time, there
was 8,954,199 shares of Common Stock owned by Michael Campbell and M1 Advisors, which represented approximately 53.83% of the
issued and outstanding shares of capital stock of the Issuer on a fully-diluted basis.
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER.
|
Item
5 is hereby amended as follows:
Pursuant
to Rule 13d-3(a), at the close of business on April 30, 2019, the Issuer had 16,634,951 shares of Common Stock and 0 shares of
Series A Preferred Stock issued and outstanding. The members of the Group beneficially own an aggregate of 8,954,199 shares of
Common Stock.
|
(A)
|
M1
Advisors
|
|
|
(a)
|
Aggregate
number of shares beneficially owned: 8,513,943
|
|
|
|
Percentage:
51.18%
|
|
|
|
|
|
|
(b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
|
2.
Shared power to vote or to direct vote: 8,513,943
|
|
|
|
3.
Sole power to dispose or to direct disposition: 0
|
|
|
|
4.
Shared power to dispose or to direct disposition: 8,513,943
|
|
|
|
|
|
|
(c)
|
M1
Advisors has not effected any transactions in Common Stock or Preferred Stock of the Issuer during the past 60 days, except
as described in this Schedule 13D.
|
|
|
|
|
|
(B)
|
Michael
Campbell
|
|
|
(a)
|
Aggregate
number of shares beneficially owned: 8,954,199
|
|
|
|
Percentage:
53.83%
|
|
|
|
|
|
|
(b)
|
1.
Sole power to vote or direct vote: 440,256
|
|
|
|
2.
Shared power to vote or to direct vote: 8,513,943
|
|
|
|
3.
Sole power to dispose or to direct disposition: 440,256
|
|
|
|
4.
Shared power to dispose or to direct disposition: 8,513,943
|
|
|
|
|
|
|
(c)
|
Mr.
Campbell has not effected any transactions in Common Stock or Preferred Stock of the Issuer during the past 60 days, except as
described in this Schedule 13D.
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is
true, complete and correct.
DATED:
June 6, 2019
|
|
|
|
|
|
|
|
/s/
Michael Campbell
|
|
|
Michael
Campbell
|
|
|
|
|
M1
ADVISORS LLC
|
|
|
|
By:
|
/s/
Michael Campbell
|
|
|
Michael
Campbell, managing member
|
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