|
1
|
NAME OF REPORTING PERSONS
Gamzio Incubator Trust
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
þ
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
SC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
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6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
30,000,000
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
30,000,000
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.90%
1
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
1
Based on 55,658,252 shares outstanding on 10/23/2013.
|
1
|
NAME OF REPORTING PERSONS
Jason Deiboldt
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
þ
(b)
o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS (See Instructions)
SC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
30,000,000
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
30,000,0000
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.90%
1
|
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
___________________________
1
Based on 55,658,252 shares outstanding on 10/23/2013
.
Item 1. Security and Issuer
This Schedule 13D relates to the shares of common stock, $0.001 par value (the “Common Stock”), of Marine Drive Mobile Corp. (the “Issuer”). The principal executive offices of the Issuer are located at 123 West NYE Ln., Ste. 129, Carson City, Nevada 89706.
Item 2. Identity and Background
(a) This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”): (i) Gamzio Incubator Trust, a trust organized under the laws of Nevada (“Gamzio Trust”), and (ii) Jason Deiboldt (“Deiboldt”), an individual. Deiboldt is the sole trustee and beneficial owner of Gamzio Trust. As a result of the foregoing, Deiboldt may be deemed beneficially to own the securities of the Issuer owned by Gamzio Trust.
The Reporting Persons have entered into a Joint Filing Agreement dated as of October 23, 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 Gamzio Trust is located at 3315 Hwy 50, Silver Springs, Nevada 89429. The principal business of Gamzio Trust is investments.
The business address of Deiboldt is c/o Marine Drive Mobile Corp., 123 West NYE Ln., Ste. 129, Carson City, Nevada 89706.
(c) Deiboldt is a director and the Chief Executive Officer of the Issuer. The address of the Issuer is 123 West NYE Ln., Ste. 129, Carson City, Nevada 89706.
(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 citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Gamzio Trust acquired 30,000,000 shares (the “Shares”) of the Issuer’s Common Stock in exchange for shares (the “Gamzio Shares”) of common stock of Gamzio, Inc., a Nevada corporation (“Gamzio”), in connection with the acquisition of Gamzio’s outstanding shares by the Issuer through a voluntary share exchange with Gamzio Trust, the sole shareholder of Gamzio, pursuant to a Share Exchange Agreement, dated October 23, 2013 (the “Agreement”), by and among the Issuer, on the one hand, and Gamzio and Gamzio Trust, on the other hand. The Agreement was filed with the Securities and Exchange Commission on October 29, 2013 on a Current Report on Form 8-K. The transactions contemplated by the Agreement closed on October 23, 2013.
Item 4. Purpose of the Transaction
Gamzio Trust received the Shares in exchange for the Gamzio Shares 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) Gamzio Trust beneficially owns 30,000,000 shares of Common Stock, which represent approximately 53.90% of the outstanding shares of Common Stock. By reason of being the sole trustee and beneficial owner of Gamzio Trust Deiboldt may be deemed to beneficially own 30,000,000 shares of Common Stock, which represent approximately 53.90% of the outstanding shares of Common Stock.
(b) Gamzio Trust has the sole power to vote and sole power to dispose of 30,000,000 shares of Common Stock, which represent approximately 53.90% of the outstanding shares of Common Stock. By reason of being the sole trustee and beneficial owner, Deiboldt may be deemed to have sole power to vote and dispose of 30,000,000 shares of Common Stock, which represent approximately 53.90% 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
|
Reference is made to the transaction stated in Item 3 above.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit A - Joint Filing Agreement dated as of October 23, 2013.
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.
Dated: October 23, 2013 GAMZIO INCUBATOR TRUST
By:
/s/ Jason Deiboldt
Jason Deiboldt, Trustee
/s/ Jason Deiboldt
Jason Deiboldt
EXHIBIT A
JOINT FILING AGREEMENT
Dated as of October 23, 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 Marine Drive Mobile Corp., 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: October 23, 2013 GAMZIO INCUBATOR TRUST
By:
/s/ Jason Deiboldt
Jason Deiboldt, Trustee
/s/ Jason Deiboldt
Jason Deiboldt