CUSIP No. 74164Q307
*1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SFH CAPITAL, LLC
46-3418015
*2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b) o
*3 SEC USE ONLY
*4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
*5 SOLE VOTING POWER
4,324,473*
*6 SHARED VOTING POWER
*7 SOLE DISPOSITIVE POWER
4,324,473*
*8 SHARED DISPOSITIVE POWER
*9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,324,473*
*10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
o
*11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99*%
*12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
**
FOOTNOTES
* On the date of the event which requires filing of this Schedule 13G,
SFH Capital, LLC had rights to convert into Common Stock of the Issuer the
outstanding balance of certain convertible promissory notes dated February 28,
2014, June 27, 2014 and August 5, 2014. The exercise of such rights is subject
to a 9.99% cap, which limits the issuance of Common Stock to SFH Capital, LLC.
But for the 9.99% cap, the full exercise of such rights would have resulted in
SFH Capital, LLC having beneficial ownership of Common stock in excess of the
9.99% cap.
------------------------------------------------------------------------
CUSIP No. 74164Q307
*1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christopher Petzel
*2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) o
(b) o
*3 SEC USE ONLY
*4 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
*5 SOLE VOTING POWER
4,324,473
*
*6 SHARED VOTING POWER
*7 SOLE DISPOSITIVE POWER
4,324,473
*
*8 SHARED DISPOSITIVE POWER
*9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,324,473
*
*10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
o
*11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99*%
*12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
**
FOOTNOTES
* Reporting person Christopher Petzel is the sole manager and member
of reporting person SFH Capital, LLC. On the date of the event which requires
filing of this Schedule 13G, SFH Capital, LLC had rights to convert into
Common Stock of the Issuer the outstanding balance of certain convertible
promissory notes dated February 28, 2014, June 27, 2014 and August 5, 2014.
The exercise of such rights is subject to a 9.99% cap, which limits the
issuance of Common Stock to SFH Capital, LLC. But for the 9.99% cap, the full
exercise of such rights would have resulted in SFH Capital, LLC having
beneficial ownership of Common stock in excess of the 9.99% cap.
------------------------------------------------------------------------
Item 1.
(a) Name of Issuer
Primco Management Inc.
(b) Address of Issuer's Principal Executive Offices
2211 Elliott Ave., Suite 200
Seattle, WA 98121
Item 2.
(a) Name of Person Filing
This report is filed by SFH Capital, LLC and Christopher Petzel
with respect to the shares of Common Stock, $0.00001 par value
per share, of the Issuer that are directly beneficially owned by
SFH Capital, LLC and and indirectly beneficially owned by the
other reporting and filing person.
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office of each reporting and
filing person is:
8306 Wilshire Boulevard #904
Beverly Hills, CA 90211
(c) Citizenship
Delaware
(d) Title of Class of Securities
Common Stock, par value $0.00001 per share
(e) CUSIP Number
74164Q307
Item 3.
If this statement is filed pursuant to Par. 240.13d-1(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a)
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d)
o Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C 80a-8).
(e)
o An investment adviser in accordance with Par. 240.13d-1(b)(1)(ii)(E);
(f)
o An employee benefit plan or endowment fund in accordance with
Par. 240.13d-1(b)(1)(ii)(F);
(g)
o A parent holding company or control person in accordance with Par.
240.13d-1(b)(1)(ii)(G);
(h)
o A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
o A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3);
(j)
o A non-U.S. institution in accordance with Par. 240.13d-1(b)(1)(ii)(J).
(k)
o A group, in accordance with Par. 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with Par. 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 the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
4,324,473*
(b) Percent of class:
9.99%*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
4,324,473*
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
4,324,473*
(iv) Shared power to dispose or to direct the disposition of:
0
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 five percent of the class of securities, check the following o .
N/A
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
N/A
Item 8.
Identification and Classification of Members of the Group
N/A
Item 9.
Notice of Dissolution of Group
N/A
------------------------------------------------------------------------
Item 10.
Certification
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, other than activities solely in
connection with a nomination under Par. 240.14a-11.
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.
*SFH CAPITAL, LLC *
Date: June 29, 2015
By:
/s/ Christopher Petzel
Name: Christopher Petzel
Title: Manager
Date: June 29, 2015
By:
/s/ Christopher Petzel
Name: Christopher Petzel
Footnotes:
Attention:
Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
------------------------------------------------------------------------
|