1
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NAMES OF REPORTING PERSONS: Harry Sutherland
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Not applicable
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) o
(b) ¨
Not applicable
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3
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SEC USE ONLY:
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS):
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Not applicable
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6
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Canada
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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:
75,000,000 Shares
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8
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SHARED VOTING POWER:
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9
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SOLE DISPOSITIVE POWER:
75,000,000 Shares
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10
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SHARED DISPOSITIVE POWER:
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
75,000,000 Shares
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
Not applicable.
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14.8 %
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
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(a)
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the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
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(d)
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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;
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(e)
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any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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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;
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(g)
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changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
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(h)
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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;
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(i)
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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any action similar to any of those enumerated above.
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(a)
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As of November 1, 2012, the Reporting Person is the beneficial owner of 75,000,000 shares of common stock of the Issuer representing 14.8% of the Issuer’s issued and outstanding shares.
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(b)
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As of November 1, 2012, the Reporting Person has the power to vote and direct the disposition of 75,000,000 common shares.
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(c)
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Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer’s securities, including common stock of the Issuer, within 60 days preceding the date hereof.
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(d)
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Not applicable.
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(e)
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The Reporting Person is the beneficial owner of 14.8% of the Issuer’s common shares as of November 1, 2012.
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Dated: November 5, 2012
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By:
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/s/ Harry Sutherland
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Harry Sutherland |