Statement of Ownership (sc 13g)
July 18 2014 - 1:24PM
Edgar (US Regulatory)
Darling Capital LLC.
767 3
rd
Ave Suite 25-1A
New York NY, 10017
212-641-0374
July 18, 2014
To whom it may concern,
On February 21 2014, Darling Capital LLC submitted a schedule
13G* to be filed for shares received in Petron Energy II, Inc.
Due a simple error and miscommunication with our filer, the
schedule was not filled and it has come to our to attention only now. Subsequent to this error, believing that we filed the 13g,
we purchased additional debt that was later converted into shares in Petron Energy II, Inc. and then sold in the open market.
On advice from our attorney, we are now filling the original
schedule and disclosing the amount of shares received and sold subsequent to this error. At no time did Darling Capital LLC’s
ownership in Petron Energy exceed 9.99% of Petron’s outstanding shares.
Please contact us with any questions.
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CERTIFICATE
NUMBERS
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ISSUE
DATE
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CANCEL
DATE
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DENOMINATION
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==========================================
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=====================
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=====================
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====================
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PETRON
ENERGY II, INC. (71674W303) - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - -
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3606
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02/20/2014
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03/05/2014
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88,289,000
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3651
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03/17/2014
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05/15/2014
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15,985,200
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3675
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04/01/2014
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04/17/2014
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97,042,587
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3709
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04/25/2014
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05/08/2014
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105,622,393
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3727
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05/07/2014
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05/21/2014
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23,471,632
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3751
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05/22/2014
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06/05/2014
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169,987,037
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3786
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06/16/2014
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07/03/2014
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730,041,000
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3796
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06/26/2014
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07/03/2014
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142,703,500
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RS.3786
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07/03/2014
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07/03/2014
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1,460,082
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RS.3796
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07/03/2014
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07/03/2014
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285,407
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0*
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0.000%
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Sincerely,
/s/ Yehuda Marrus
Yehuda Marrus.
President, Darling Capital LLC.
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G*
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(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
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PURSUANT TO RULE 13d-2
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(Amendment No. ___)*
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Petron Energy II, Inc
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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71674W204
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(CUSIP Number)
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February 21, 2014
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(Date of Event Which Requires Filing of the Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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 the 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
).
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Cusip No.
71674W204
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13G
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Page 2 of 6 Pages
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1.
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NAME OF REPORTING PERSONS
Darling Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
88,289,000
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6.
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SHARED VOTING POWER
88,289,000
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7.
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SOLE DISPOSITIVE POWER
88,289,000
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8.
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SHARED DISPOSITIVE POWER
88,289,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
88,289,000
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10.
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
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12.
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TYPE OF REPORTING PERSON (See Instructions)
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Cusip No.
71674W204
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13G
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Page 3 of 6 Pages
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Item 1(a).
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Name of Issuer:
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Petron Energy II, Inc
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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17950 Preston Rd #960 Dallas TX 75252
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Item 2(a).
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Name of Person Filing:
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Darling Capital, LLC.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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757 3
rd
Ave, suite 2104, NY NY 10017
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Item 2(c).
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Citizenship:
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United States of America
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Item 2(d).
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Title of Class of Securities:
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Common Stock
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Item 2(e).
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CUSIP Number:
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71674W204
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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[__]
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Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
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(b)
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[__]
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
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(c)
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[__]
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
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(d)
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[__]
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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[__]
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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[__]
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[__]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[__]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[__]
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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[__]
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[__]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
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Cusip No.
71674W204
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13G
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Page 4 of 6 Pages
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If filing as
a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Item 4. Ownership:
Provide the following information regarding
the aggregate number and percentage of class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: Reporting person is the beneficial owner of 88,289,000shares of common stock. In addition, Reporting Person holds Issuer’s Convertible Note in the aggregate amount of 11,185.00. The Convertible Notes may not be converted into common stock such the Reporting Person would beneficially own more the 9.99% of the Issuer’s common stock at any given time. Reporting Person disclaims beneficial ownership of Issuer’s Securities held by any other person or entity
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(b)
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Percent of Class: 9.99%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 88,289,000
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(ii)
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shared power to vote or to direct the vote: 88,289,000
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(iii)
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sole power to dispose or to direct the disposition of: 88,289,000
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(iv)
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shared power to dispose or to direct the disposition of: 88,289,000
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Item 5. Ownership of Five Percent
or Less of a Class:
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following
¨
.
Item
6. Ownership of More than Five Percent on Behalf of Another Person:
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person:
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Cusip No.
71674W204
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13G
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Page
5 of 6 Pages
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Item
8. Identification and Classification of Members of the Group:
Item
9. Notice of Dissolution of Group:
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Cusip No.
71674W204
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13G
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Page
6 of 6 Pages
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Item
10. Certifications:
By signing below, I
certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement
is true, complete and correct.
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February 21, 2014
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(Date)
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/s/
Yehuda Marrus
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(Signature)
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Yehuda Marrus, President.
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Name and Title
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The original statement
shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional
misstatements or omissions of fact constitute Federal criminal violations
(
see
18 U.S.C. 1001).