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1
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NAME OF REPORTING PERSONS
BioSafety Systems Sp. z o.o.
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
þ
(b)
|
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3
|
SEC USE ONLY
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|
4
|
SOURCE OF FUNDS (See Instructions)
OO
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5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Poland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
170,000,000
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
170,000,000
|
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10
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SHARED DISPOSITIVE POWER
0
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,000,000
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.97%
(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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(1) Based on 315,000,000 shares of Common Stock outstanding on August 19, 2013.
|
1
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NAME OF REPORTING PERSONS
Edward Denkiewicz
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
þ
(b)
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Poland
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
170,000,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
170,000,000
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.97
(1)
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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___________________________
(1) Based on 315,000,000 shares of Common Stock outstanding on August 19, 2013.
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”) of Press Ventures, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 542 Syndicate Ave South, Thunder Bay, Canada, P7E 1E7.
Item 2. Identity and Background
(a) This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”): (i) BioSafety Systems Sp. z o.o., a limited liability company organized under the laws of Poland (“BioSafety”), and (ii) Edward Denkiewicz (“Denkiewicz”), an individual. Denkiewicz is the sole member, officer, and director of BioSafety. As a result of the foregoing, Denkiewicz may be deemed beneficially to own the securities of the Issuer owned by BioSafety.
The Reporting Persons have entered into a Joint Filing Agreement dated as of August 19, 2013, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly.
(b) The principal office of BioSafety is located at oo-918 Warszawa, ul. Zlota 61 lok. 100.
The principal business of BioSafety is air purification technology.
The business address of Denkiewicz is oo-918 Warszawa, ul. Zlota 61 lok. 100.
(c) Denkiewicz is a director and the President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Issuer. The address of the Issuer is 542 Syndicate Ave South, Thunder Bay, Canada, P7E 1E7.
(d) During the last five years neither of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years neither of the Reporting Persons was not 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) The individual Reporting Person is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
BioSafety received 170,000,000 shares (the “Shares”) of Common Stock in consideration for the sublicense by the Issuer of certain intellectual property rights, pursuant to a Technology License Agreement, dated August 19, 2013 (the “Agreement”), by and between the Issuer and BioSafety. The Agreement was filed with the Securities and Exchange Commission on August 23, 2013 on a Current Report on Form 8-K. The transactions contemplated by the Agreement closed on August 19, 2013.
Item 4. Purpose of the Transaction
BioSafety received the Shares in exchange for the sublicense of intellectual property rights under the Agreement.
Subject to on going evaluation, except as set forth above, each of the Reporting Persons has no current plans or proposals which relate to or would result in any of the following:
(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, 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 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 Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) BioSafety beneficially owns 170,000,000 shares of Common Stock, which represent approximately 53.97% of the outstanding shares of Common Stock. By reason of being the sole member, officer, and director of BioSafety, Denkiewicz may be deemed to beneficially owns 170,000,000 shares of Common Stock, which represent approximately 53.97% of the outstanding shares of Common Stock.
(b) BioSafety has the sole power to vote and sole power to dispose of 170,000,000 shares of Common Stock, which represent approximately 53.97% of the outstanding shares of Common Stock. By reason of being the sole member, officer, and director of BioSafety, Denkiewicz may be deemed to have shared power to vote and dispose of 170,000,000 shares of Common Stock, which represent approximately 53.97% of the outstanding shares of Common Stock.
(c) No transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above.
(d) Not applicable.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Reference is made to the transaction stated in Item 3 above.
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Agreement dated as of August 19, 2013.
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.
Dated: August 19, 2013 BIOSAFETY SYSTEMS SP. Z O.O.
By:
/s/ Edward Denkiewicz
Name: Edward Denkiewicz
Title: President of the Board
/s/ Edward Denkiewicz
Edward Denkiewicz
EXHIBIT A
JOINT FILING AGREEMENT
Dated as of August 19, 2013
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of the undersigned of a Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Press Ventures, Inc., a Nevada corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing.
Each of the undersigned agrees that each party hereto is responsible for the timely filing of such Schedule 13D (including any and all amendments thereto) and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party actually knows that such information is incorrect. Each party will indemnify the other parties for any incompleteness or inaccuracy in such information concerning the indemnifying party.
Dated: August 19, 2013 BIOSAFETY SYSTEMS SP. Z O.O.
By:
/s/ Edward Denkiewicz
Name: Edward Denkiewicz
Title: President of the Board
/s/Edward Denkiewicz