5325 S. Jones Boulevard, #500, Las Vegas, Nevada
89118, 801-734-0263 Attn: Bart Mackay
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.
¨
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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1.
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NAMES OF REPORTING PERSONS
Roen Ventures, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
£
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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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
0
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8.
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SHARED VOTING POWER
10,000,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
10,000,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.8%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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1.
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NAMES OF REPORTING PERSONS
Mai Dun Limited, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
S
(b)
£
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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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
0
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8.
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SHARED VOTING POWER
5,739,518
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
5,739,518
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,739,518
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.1%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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1.
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NAMES OF REPORTING PERSONS
Mercia Holdings, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
S
(b)
£
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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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
0
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14.
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TYPE OF REPORTING PERSON (see instructions)
OO
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1.
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NAMES OF REPORTING PERSONS
Mackay Ventures, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
£
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
0
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8.
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SHARED VOTING POWER
1,100,000
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
1,100,000
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO
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1.
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NAMES OF REPORTING PERSONS
Bart Mackay
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
£
(b)
£
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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)
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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
0
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8.
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SHARED VOTING POWER
16,839,518
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
16,839,518
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,839,518
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1%
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 (this “Amendment”)
amends and supplements the statement on Schedule 13D filed on behalf of the Reporting Persons (as defined below) with the Securities
and Exchange Commission on November 30, 2012 as amended by that certain Amendment No. 1 filed with the SEC on February 21, 2013
(collectively, the “Statement”). This Amendment relates to the common stock, no par value per share (the “Common
Stock”), of CannaVEST Corp., a Delaware corporation (the “Issuer”). The address of the principal executive office
of the Issuer is 2688 South Rainbow Avenue, Suite B, Las Vegas, Nevada 89146.
Except as specifically amended by this Amendment,
the disclosure in the Statement remains in full force and effect. Capitalized terms used in this Amendment but not otherwise defined
shall have the meanings given to such terms in the Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
(a) This Statement is filed on behalf of Roen
Ventures, LLC, a limited liability company (“Roen Ventures”), Mai Dun Limited, LLC, a limited liability company (“Mai
Dun”), Mercia Holdings, LLC, a limited liablity company (“Mercia”), Mackay Ventures, Inc., a Utah corporation
(“Mackay Ventures”), and Mr. Bart Mackay, a natural person (“Mr. Mackay”). Roen Ventures, Mai Dun, Mercia,
Mackay Ventures and Mr. Mackay are referred to collectively as the “Reporting Persons”.
(b) The business address for each of Roen Ventures,
Mai Dun, Mercia, and Mr. Mackay is 5325 S. Jones Boulevard, #500, Las Vegas, Nevada 89118. The business address for Mackay Ventures
is 1193 S. 2100 E., Springville, Utah 84663.
(c) Each of Roen Ventures, Mai Dun’s,
and Mercia’s business consists of owning the shares of the Issuer. In addition to owning shares of Issuer, Mackay Ventures
is engaged the business of business, management, and strategic consulting, rendering services to various non-affiliated business
and technology clients and also owns shares or ownership interest in various business ventures that are not affiliated with Issuer.
Mai Dun and Mercia are the only members of Roen Ventures, and Mackay Ventures is the sole member of each of Mai Dun and Mercia.
Mr. Mackay is a self-employed attorney and is the manager of each of Roen Ventures, Mai Dun and Mercia, and the sole director,
officer and shareholder of Mackay Ventures, with sole authority to take action on behalf of each of Roen Ventures, Mai Dun, Mercia
and Mackay Ventures.
(d) During the past five years, the Reporting
Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting
Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result
of which such person 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 of such laws.
(f) Each of Roen Ventures, Mai Dun, and Mercia
are formed in Nevada and Mackay Ventures is formed in Utah. Mr. Mackay is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to add the following paragraphs:
All of the shares of Common Stock acquired
by Roen Ventures were acquired upon the conversion on January 22, 2014, at the set conversion price of $0.60 per share (which was
set by the Board of Directors of the Issuer on November 7, 2013), of a Promissory Note issued by the Issuer to Roen Ventures in
the total amount of $6,000,000, including all principal and interest owing thereunder.
1,000,000 of the shares of Common Stock owned
by Mackay Ventures were acquired from Mercia on May 3, 2014, which transferred and assigned such shares to Mackay Ventures, Inc.
No consideration was paid for these shares as the transfer and assignment was between two related entities, both wholly-owned by
Mr. Mackay. 100,000 of the shares of Common Stock owned by Mackay Ventures were acquired from the Issuer on January 15, 2014, for
cash with Mackay Ventures’ own funds.
1,861,759 shares
of Common Stock owned by Mai Dun were acquired from Mercia on May 3, 2014, which transferred and assigned such shares to Mai Dun.
No consideration was paid for these shares as the transfer and assignment was between two related entities, both wholly-owned by
Mr. Mackay.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following paragraphs:
The securities of the Issuer were purchased
for investment in the ordinary course of the Reporting Persons’ business and not with the purpose nor with the effect of
changing or influencing control of the Issuer nor in connection with or as a participant in any transaction having such purpose
or effect. See Item 3 of this Statement, which is hereby incorporated by reference in this Item 4.
Mai Dun and Mackay Ventures anticipate disposing
of up to a total of 300,000 shares of the Issuer’s common stock in the next 90 days but have not entered into any agreements
or arrangements with respect to any such disposition(s).
Except to the extent the foregoing may be deemed
a plan or proposal, the Reporting Persons have no present plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from
time to time, review or reconsider their position and/or change their purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) is hereby amended and restated as follows:
(a) The responses of the Reporting Persons
to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. The percentages set forth in
Row 13 of the cover pages and this Item 5(a) assumes that 33,416,166 shares of Common Stock were outstanding as of the date of
this Statement, as set forth in the Issuer’s Proxy Statement on Schedule 14A filed on July 23, 2013.
Item 5(b) is hereby amended and restated as
follows:
(b) The responses of the Reporting Persons
to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.
Item 5(c) is hereby amended and restated as
follows:
(c) Other than as set forth in Items
3 and 4 of this Statement, which are hereby incorporated by reference in this Item 5(c), the Reporting Person has not effected
any transaction relating to the Issuer’s Common Stock during the past 60 days or since the filing of the Statement.
Item 5(e) is hereby amended and restated as
follows:
(e) On May 3, 2014, Mercia ceased to be the beneficial
owner of more than 5% of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and restated as follows:
Pursuant to the terms of the operating agreements
of each of Roen Ventures, Mai Dun and Mercia, the manager of each of Roen Ventures, Mai Dun and Mercia (which is Mr. Mackay) has
the sole authority to act on behalf of each of Roen Ventures, Mai Dun and Mercia with respect to the shares of Common Stock of
the Issuer. Other than the foregoing and as set forth in Item 3 of this Statement, which is hereby incorporated by reference into
this Item 6, the Reporting Persons are not subject to any contracts, arrangements, understandings or relationships with respect
to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following exhibits
Exhibit 5
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Joint Filing Agreement.
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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.
July 25, 2014
Date
MAI DUN LIMITED, LLC
By:
/s/ Bart Mackay
Bart Mackay, Manager
MERCIA HOLDINGS, LLC
By:
/s/ Bart Mackay
Bart Mackay, Manager
ROEN VENTURES, LLC
By:
/s/ Bart Mackay
Bart Mackay, Manager
MACKAY VENTURES, INC.
By:
/s/ Bart Mackay
Bart Mackay, President
/s/ Bart Mackay
Bart Mackay
Exhibit 5
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto,
hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance
with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each of such
parties.
Date: July 25, 2014
MERCIA HOLDINGS, LLC
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By
/s/ Bart Mackay
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Bart Mackay, Manager
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MAI DUN LIMITED, LLC
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By
/s/ Bart Mackay
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Bart Mackay, Manager
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ROEN VENTURES, LLC
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By
/s/ Bart Mackay
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Bart Mackay, Manager
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MACKAY VENTURES, INC.
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By
/s/ Bart Mackay
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Bart Mackay, President
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/s/ Bart Mackay
BART MACKAY