| UNITED STATES SCHEDULE 13D
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OMB APPROVAL | |
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Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response …. 15 |
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Under the Securities Exchange Act of 1934
(Amendment No. _________)*
DIGITAL ECOSYSTEMS
CORP.
(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title
of Class of Securities)
25385J 10 0
(CUSIP Number)
GREGORY LEIGH LYONS
1313 E. Maple
Street
Bellingham, WA 98225
(360) 305-5438
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 2005
(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 Sections 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ].
| CUSIP No. 25385J 10 0 | |||||
| 1. | Names of Reporting Person: GREGORY LEIGH LYONS | ||||
| I.R.S. Identification Nos. of above persons (entities only).: | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||
| (a) | [_] | ||||
| (b) | [X] | ||||
| 3. | SEC Use Only: | ||||
| 4. | Source of Funds (See Instruction): PF | ||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): | N/A | |||
| 6. | Citizenship or Place of Organization: UNITED STATES | ||||
| Number of Shares Beneficially by Owned by Each Reporting Person With: | |||||
| 7. | Sole Voting Power: | 250,000 SHARES | |||
| 8. | Shared Voting Power: | NOT APPLICABLE | |||
| 9. | Sole Dispositive Power: | 250,000 SHARES | |||
| 10. | Shared Dispositive Power: | NOT APPLICABLE | |||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: | 250,000 SHARES | |||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): | ||||
| NOT APPLICABLE | |||||
| 13. | Percent of Class Represented by Amount in Row (11): | 8.7% | |||
| 14. | Type of Reporting Person (See Instructions): | IN | |||
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| CUSIP No. 25385J 10 0 |
| ITEM 1. | SECURITY AND ISSUER. |
The class of equity securities to which this Schedule 13D Statement relates is shares of common stock, par value $0.001 per share (the “Shares”), of Digital Ecosystems Corp., a Nevada corporation (the “Company”). The principal executive offices of the Company are located at #1500 – 701 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1C6.
| ITEM 2. | IDENTITY AND BACKGROUND |
| A. | Name of Person filing this Statement: |
| GREGORY LEIGH LYONS (the “Holder”) | |
| B. | Residence or Business Address: |
| The business address of Mr. Lyons is 1313 E. Maple Street, Bellingham, WA 98225. | |
| C. | Present Principal Occupation and Employment: |
| Mr. Lyons is the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a Director of the Company. | |
| D. | Mr. Lyons has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. |
| E. | Mr. Lyons has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is 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. | Citizenship: Mr. Lyons is a citizen of the United States. |
Page 3 of 6
| CUSIP No. 25385J 10 0 |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Mr. Gregory Leigh Lyons acquired 250,000 shares of common stock of the Company from Ms. Valentina Tuss, a director of the Company, on September 15, 2005 for an aggregate purchase price of $20,000. The purchase of the shares of common stock by Mr. Lyons from Ms. Tuss was consummated in a private transaction and the consideration for the acquisition has been paid from the personal funds of Mr. Lyons.
| ITEM 4. | PURPOSE OF TRANSACTION |
On September 1, 2005, Mr. Gregory Leigh Lyons, as purchaser, and Ms. Valentina Tuss, as seller and president and a director of the Company, entered into a share transfer and cancellation agreement (the “Share Transfer and Cancellation Agreement”) pursuant to which Mr. Lyons has acquired 250,000 shares of our common stock (representing approximately 8.7% of the outstanding shares of our common stock) for an aggregate purchase price of $20,000 and Ms. Tuss has surrendered for cancellation the remaining 6,250,000 shares held by her. The purchase of the shares of common stock by Mr. Lyons from Ms. Tuss was consummated in a private transaction and Mr. Lyons may now be considered to be in "control" the Company. As contemplated by the Share Transfer and Cancellation Agreement, Ms. Tuss resigned as president, chief executive officer and a director of the Company and Mr. Geoffrey O. Last resigned as chief financial officer, secretary, treasurer and as a director of the Company. Mr. Lyons was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and as a director of the Company. Mr. Lyons will remain as the sole director of the Company and will have the authority to appoint our executive officers to fill the vacancies of Ms. Tuss’s offices.
The purpose or purposes of the acquisition of the Shares by Mr. Lyons was for investment purposes. Mr. Lyons is the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a Director of the Company. Depending on market conditions and other factors, Mr. Lyons may acquire additional shares of the Company’s common stock as he deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Mr. Lyons also reserves the right to dispose of some or all of the Shares in the open market, in privately negotiated transactions to third parties or otherwise.
As of the date hereof, except as described above, Mr. Lyons does not have any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company including any plans or proposals to change the number of 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 Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s Certificate of Incorporation or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company 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 Company 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.
Page 4 of 6
| CUSIP No. 25385J 10 0 |
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
| (a) |
Aggregate Beneficial Ownership: |
|
As of September 15, 2005, Mr. Lyons beneficially owns the following securities of the Company: |
| Title of Security | Amount | Percentage of Shares of Common Stock | ||||
| Common Stock | 250,000 | 8.7% |
Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares:
(i) voting power, which includes the power to vote, or to direct the voting
of shares; and (ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information i provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights.
As a result, the percentage of outstanding shares of any person as shown
in this table does not necessarily reflect the person’s actual ownership
or voting power with respect to the number of shares of common stock actually
outstanding on the date of this Statement. As of September 15, 2005, there
are 2,870,000 Company Shares issued and outstanding. |
| (b) |
Power to Vote and Dispose of the Company Shares: |
|
Mr. Lyons has the sole power to vote or to direct the vote of the Company Shares held by him and has the sole power to dispose of or to direct the disposition of the Company Shares held by him. | |
| (c) |
Transactions Effected During the Past 60 Days: |
|
Mr. Lyons has effected the following transactions in the Company’s securities during the 60 days prior to September 15, 2005: |
| Where and How | ||||
| Date of Transaction | Number of Shares | Price Per Share | Transaction was Effected | |
| None, other than the purchase of shares described in Items 3 and 4 above. | ||||
| (d) |
Right of Others to Receive Dividends or Proceeds of Sale: |
|
Not Applicable. |
Page 5 of 6
| CUSIP No. 25385J 10 0 |
| (e) |
Date Ceased to be the Beneficial Owner of More Than Five Percent: |
|
Not Applicable. |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
None.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
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.
| September 15, 2005 | |
| Date | |
| /s/ Gregory Leigh Lyons | |
| Signature | |
| GREGORY LEIGH LYONS | |
| Name/Title |
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