UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons 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).
CUSIP No. |
739268 20 9 |
Page | 2 |
of | 10 |
1 | NAMES OF REPORTING PERSONS SUMMIT ENERGY VENTURES, LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
DELAWARE | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 6,803,901 SHARES OF COMMON STOCK 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE |
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SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 SHARES OF COMMON STOCK | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 6,803,901 SHARES OF COMMON STOCK 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE |
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WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 SHARES | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
6,803,901 SHARES OF COMMON STOCK, 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE AND 1,500,000 SHARES OF COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
21.7% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IV |
CUSIP No. |
739268 20 9 |
Page | 3 |
of | 10 |
1 | NAMES OF REPORTING PERSONS NORTHWEST POWER MANAGEMENT, INC. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
WASHINGTON | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 6,803,901 SHARES OF COMMON STOCK 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE |
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SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 SHARES OF COMMON STOCK | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 6,803,901 SHARES OF COMMON STOCK 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE |
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WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 SHARES | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
6,803,901 SHARES OF COMMON STOCK, 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE AND 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
21.7% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IA |
CUSIP No. |
739268 20 9 |
Page | 4 |
of | 10 |
1 | NAMES OF REPORTING PERSONS STEVEN STRASSER |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
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) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
CANADA | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 6,803,901 SHARES OF COMMON STOCK 1,516,668 SHARES OF COMMON STOCK 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE 972,223 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.24 PER SHARE 351,563 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.32 PER SHARE 687,500 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.40 PER SHARE 583,334 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.40 PER SHARE 2,039,771 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.20 PER SHARE 2,572,729 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.22 PER SHARE 600,000 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.65 PER SHARE |
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SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 SHARES OF COMMON STOCK | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 6,803,901 SHARES OF COMMON STOCK 1,516,668 SHARES OF COMMON STOCK 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE 1,500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.44 PER SHARE 972,223 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.24 PER SHARE 351,563 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.32 PER SHARE 687,500 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.40 PER SHARE 583,334 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.40 PER SHARE 2,039,771 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.20 PER SHARE 2,572,729 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.22 PER SHARE 600,000 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.65 PER SHARE |
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WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 SHARES | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
8,320,569 SHARES OF COMMON STOCK, 500,000 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.45 PER SHARE, 1,500,000 SHARES OF COMMON STOCK PURCHASE WARRANTS WITH AND EXERCISE PRICE OF $0.44 PER SHARE, 972,223 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.24 PER SHARE, 351,563 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.32 PER SHARE, 687,500 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.40 PER SHARE, 583,334 COMMON STOCK PURCHASE WARRANTS WITH AN EXERCISE PRICE OF $0.40 PER SHARE, 2,039,771 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.20 PER SHARE, 2,572,729 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.22 PER SHARE AND 600,000 COMMON STOCK OPTIONS WITH AN EXERCISE PRICE OF $0.65 PER SHARE | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
37.5% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
IN |
(a) | This Statement is filed on behalf of: |
(1) | Summit Energy Ventures, LLC, a Delaware limited liability company (Summit); | ||
(2) | Northwest Power Management, Inc., a Washington Corporation and the manager of Summit (Northwest Power); | ||
(3) | Steven Strasser (Mr. Strasser); |
(b) | The address of the above persons is: 3960 Howard Hughes Pkwy, Ste 460 Las Vegas, NV 89169 |
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(c) | Mr. Strasser is the president and sole owner of Northwest Power and may be deemed to control Northwest Power. Northwest Power is a manager that provides management services to Summit. Summit is an investment company which invests in securities and other obligations of entities. Mr. Strasser owns 99.5% of Summit and has voting and dispositive control over Summit and Summits shares of the Issuer. | ||
(d) | Summit, Northwest Power, and Mr. Strasser have not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors). | ||
(e) | Summit, Northwest Power, and Mr. Strasser have not, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. Strasser is a Canadian citizen and is a permanent resident of the United States. |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 7. | Material to be Filed as Exhibits |
By: | /s/Steven Strasser | |||
Name: | Steven Strasser, individually |
By: | /s/Steven Strasser | |||
Name: | Steven Strasser | |||
Title: | President | |||
By: | /s/Steven Stasser | |||
Name: | Steven Strasser | |||
Title: | President | |||