Statement of Ownership (sc 13g)
January 23 2015 - 10:13AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Information
to be included in Statements filed
pursuant
to Rule 13d-1(b), (c) AND (d)
Next
1 Interactive, Inc.
(Name of Issuer)
COMMON
Stock, $0.001 par value
(Title of Class of Securities)
65337 E 106
(CUSIP Number)
December 31, 2014
(Date of event which requires filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
(Continued on following pages)
(Page 1 of 6 Pages)
1. |
NAME OF REPORTING PERSON
F. Berdon & Co., LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13 312 7787 |
2. |
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
2,053,778 (see Item 4) |
6. |
SHARED VOTING POWER
None. |
7. |
SOLE DISPOSITIVE POWER
2,053,778 (see Item 4) |
8. |
SHARED DISPOSITIVE POWER
None. |
9. |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
2,053,778 (see Item 4) |
10. |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
11. |
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING PERSON: OO
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Item 1(a). |
Name of Issuer. |
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Next 1 Interactive, Inc. (the “Issuer”)
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Item 1(b). |
Address of Issuer’s Principal Executive Offices. |
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2690 Weston Road, Suite 200, Weston, FL 33331
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Item 2(a). |
Names of Person Filing. |
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F. Berdon & Co., LLC (“F Berdon”)
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Item 2(b). |
Address of Principal Business Office, or if none, Residence. |
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222 Purchase Street, Suite 308 Rye, NY 10580
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Item 2(c). |
Citizenship. |
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Delaware |
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Item 2(d). |
Title of Class of Securities. |
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Common Stock, par value $0.001 per share (the “Common
Stock”)
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Item 2(e). |
CUSIP Number. |
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65337 E 106 |
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Item 3. |
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: |
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Not applicable.
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F Berdon beneficially
owns 2,053,778 shares of Common Stock as of the date hereof. The 2,053,778 shares of Common Stock beneficially owned by F Berdon
includes (i) 625,700 shares of Common Stock and (ii) 1,428,078 shares of Common Stock issuable upon partial conversion of certain
convertible notes issued by Issuer (the “Convertible Notes”). Additionally, F Berdon the Convertible Notes are
convertible into an additional 8,871,922 shares of Common Stock, in the aggregate. However, the aggregate number of shares of Common
Stock into which the Convertible Notes are convertible and which F Berdon has the right to acquire beneficial ownership, is limited
to the number of shares of Common Stock that, together with all other shares of Common Stock beneficially owned by F Berdon, including
the shares of Common Stock subject to this Schedule 13G, does not exceed 9.99% of the total outstanding shares of Common Stock.
Accordingly, such portion of the Convertible Notes are not currently convertible into Common Stock unless and until the actual
shares of Common Stock held by F Berdon is less than 9.99% of the total outstanding shares of Common Stock.
Rick Berdon is the
manager of F Berdon. By virtue of such relationship, Mr. Berdon may be deemed to have dispositive power over the shares owned by
F Berdon. Mr. Berdon disclaims beneficial ownership of such shares.
Accordingly,
for the purpose of this Statement:
| (a) | Amount beneficially owned by F Berdon: 2,053,778 shares of Common Stock of the Issuer. |
| (b) | Percent of Class: F Berdon beneficially holds 9.99% of the Issuer’s issued and outstanding
Common Stock (based on 20,558,347 shares of Common Stock issued and outstanding, as stated by the Issuer in its most recent Quarterly
Report on Form 10-Q filed with the Commission on October 20, 2014). |
| (c) | Number of shares as to which F Berdon has: |
| (i) | Sole power to direct the vote: 2,053,778 shares of Common Stock of the Issuer. |
| (ii) | Shared power to vote or to direct the vote: None. |
| (iii) | Sole power to dispose or direct the disposition of the Common Stock: 2,053,778 shares of Common
Stock of the Issuer. |
| (iv) | Shared power to dispose or direct the disposition of the Common Stock: None. |
Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not applicable.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not applicable.
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable.
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable.
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Item 10. |
Certification. |
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By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above 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 which could have that purpose or effect. |
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.
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Date: January 22, 2015
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F. Berdon & Co.,
LLC
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By: |
/s/Rick Berdon |
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Name: Rick Berdon |
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Title: Authorized
Signatory |
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