Amended Statement of Beneficial Ownership (sc 13d/a)
02 Dezembro 2014 - 3:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Schedule
13D/A
(Amendment
No. 3)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Jameson
Stanford Resources Corporation |
(Name
of Issuer) |
|
Common
Stock, $0.001 par value |
(Title
of Class of Securities) |
|
470463100 |
(CUSIP
Number) |
|
Laura
E. Anthony, Esquire
330
Clematis Street, Suite 217
West
Palm Beach, FL 33401
(561)
514-0936 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
|
November
25, 2014 |
(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. [ ]
NOTE:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section
§240.13d-7 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).
1. |
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Summit
Capital USA, Inc. |
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)
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
3,007,776 |
8. |
Shared
Voting Power
0 |
9. |
Sole
Dispositive Power
3,007,776 |
10. |
Shared
Dispositive Power
0 |
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,007,776 |
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[ ] |
13. |
Percent
of Class Represented by Amount in Row (11)
19.2%
(1) |
14. |
Type
of Reporting Person (See Instructions)
CO |
(1)
This percentage is calculated based on 15,644,729 shares of Common Stock outstanding as of November 14, 2014, as disclosed in
the Issuer’s quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on November 18, 2014.
Item
1. Security and Issuer.
This
Amendment No. 3 to Schedule 13D relates to the common stock, $0.001 par value per share (“Common Stock”), of Jameson
Stanford Resources Corporation, a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive
offices is 605 West Knox Road, #202, Tempe, Arizona 85284.
Item
2. Identity and Background.
(a) |
Summit
Capital USA, Inc. (“Summit”) |
|
|
(b) |
Business
Address: 605 West Knox Road, #202, Tempe, Arizona 85284-3804 |
|
|
(c) |
Summit’s
principal business is merchant banking and strategic business advisory services. |
|
|
(d) |
Criminal
Proceedings: None |
|
|
(e) |
Civil
Proceedings: None |
|
|
(f) |
Citizenship:
United States |
Item
3. Source and Amount of Funds or Other Consideration.
Summit
acquired 1,250,000 shares of Common Stock pursuant to a grant by the Issuer to Summit on November 25, 2014. In addition, in October
2014 and November 2014, Summit sold an aggregate of 95,667 shares of Common Stock.
Item
4. Purpose of Transaction.
Summit
holds the Issuer’s securities for investment purposes. Summit intends to participate in and influence the affairs of the
Issuer only with respect to its voting rights associated with its shares of common stock.
Summit
does not have any present plans or proposals that relate to or would result in the occurrence of any of the events or matters
described in Item 4(a)-(j) of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a) |
Summit
beneficially owns 3,007,776 shares of Common Stock, representing approximately 19.2% of the outstanding shares of Common Stock.
The foregoing percentage is calculated based on 15,644,729 shares of Common Stock outstanding as of November 14, 2014, as
disclosed in the Issuer’s quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on November
18, 2014. |
|
|
(b) |
The
information set forth in Item 5(a) of this Schedule 13D is incorporated herein by reference. Summit has sole voting power
and sole dispositive power over the shares of Common Stock, and does not have shared voting power or shared dispositive power
over any shares of Common Stock. |
|
|
(c) |
Summit
acquired 1,250,000 shares of Common Stock pursuant to a grant by the Issuer to Summit on November 25, 2014. In addition, Summit
effected the following sales of Common Stock in October and November 2014 through open market and private sales transactions: |
Date Sold | |
No. of Shares Sold | | |
Price per Share | |
October 9, 2014 (1) | |
| 10,000 | | |
$ | 0.800 | |
October 20, 2014 (2) | |
| 11,667 | | |
$ | 0.600 | |
October 22, 2014 (1) | |
| 15,000 | | |
$ | 0.760 | |
October 29, 2014 (2) | |
| 15,000 | | |
$ | 0.700 | |
November 11, 2014 (1) | |
| 22,000 | | |
$ | 0.802 | |
November 14, 2014 (1) | |
| 10,000 | | |
$ | 0.950 | |
November 20, 2014 (1) | |
| 12,000 | | |
$ | 0.900 | |
| |
| | | |
| | |
(1) Open market transaction. (2) Private transaction. | |
| | | |
| | |
(d) |
Not
Applicable. |
|
|
(e) |
Not
Applicable. |
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 herein by reference. Summit: (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 a party to an agreement in
which it shall receive additional securities of the Issue
Item
7. Material to be Filed as Exhibits.
None
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
2, 2014
|
By: |
/s/
Gregg C.E. Johnson |
|
Name/Title: Gregg C.E. Johnson, CEO |
|
Summit Capital USA, Inc. |
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