UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

West Coast Ventures Group Corp.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

952213106

 

(CUSIP Number)

 

Labrys Fund, LP

48 Parker Road

Wellesley, MA 02482

1-781-729-0720

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 30, 2018

 

(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)

 

* 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 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).

 

 

 

 

 

 

CUSIP No. 952213106   13G   Page 2 of 5 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Labrys Fund, LP 1

EIN #81-4572509

2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) [  ]

(b) [  ]

3.   SEC USE ONLY
     
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
     
    United States of America, State of Delaware

    5.   SOLE VOTING POWER
         
        1,546,727
NUMBER OF   6.   SHARED VOTING POWER
SHARES        
BENEFICIALLY       0
OWNED BY   7.   SOLE DISPOSITIVE POWER
EACH        
REPORTING       1,546,727
PERSON WITH   8.   SHARED DISPOSITIVE POWER
         
        0

9.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,546,727

10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions) [  ]

     
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    8.497% 2
12.   TYPE OF REPORTING PERSON (see instructions)
     
    Accredited Investor

 

 

1 Labrys Fund General Partner, LP (“Labrys GP”) manages investments of Labrys Fund, LP (“Labrys”).

2 Based on 18,203,271 outstanding shares of common stock as of April 30, 2018, as reported in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by West Coast Ventures Group Corp., a Nevada corporation (the “Company”), on May 1, 2018. The Company issued a common stock purchase warrant to Labrys on January 18, 2018, for the purchase of up to 500,000 shares of the Company’s common stock at an initial exercise price of $0.50 per share (the “Warrants”). The Warrants, signed by James Nixon, as Chief Executive Officer of the Company, are attached hereto as Exhibit “A”. Section 1(c) of the Warrants, titled Holder’s Exercise Limitations , contains certain beneficial ownership limitations therein. Specifically, Section 1(c) of the Warrants states that the Company shall not effect any exercise of the Warrants, and that Labrys shall not have the right to exercise any portion of the Warrants, if such exercise would exceed the Beneficial Ownership Limitation (as defined in the Warrants). Section 1(c) of the Warrants permits Labrys to increase the Beneficial Ownership Limitation to a maximum of 9.99% upon no less than 61 day’s prior notice to the Company. The relevant portion of Section 1(c) of the Warrants states as follows: “The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. Upon no fewer than 61 days’ prior notice to the Company, a Holder may increase or decrease the Beneficial Ownership Limitation provisions of this paragraph, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this paragraph shall continue to apply.” The Beneficial Ownership Limitation is currently 4.99%, and Labrys has not given any notice to the Company with respect to an increase of this percentage. Accordingly, the Company’s statements in the Form 8-K/A filed with the SEC by the Company on May 10, 2018, with respect to the Warrants and Labrys’ beneficial ownership, are inaccurate. The Company and the Company’s legal counsel were expressly notified of the following on May 9, 2018: (1) the existence of Section 1(c) and the Beneficial Ownership Limitation in the Warrants and (2) that the Company’s calculations with respect to the beneficial ownership of Labrys as later stated in the Form 8-K/A filed with the SEC on May 10, 2018, were inaccurate. Labrys is not an affiliate of the Company, and is contractually prohibited from effectuating any exercise under the Warrants at this time since Labrys beneficially owns 8.497% of the Company’s common stock (which exceeds the Beneficial Ownership Limitation of 4.99% as provided in the Warrants).

 

 

 

 

CUSIP No. 952213106   13G   Page 3 of 5 Pages

 

Item 1.

 

  (a) Name of Issuer
    West Coast Ventures Group Corp.
     
  (b) Address of Issuer’s Principal Executive Offices
    15400 W. 64th Ave., Unit E1A, Arvada, CO 80007

 

Item 2.

 

  (a) Name of Person Filing
    Labrys Fund, LP
     
  (b) Address of the Principal Office or, if none, residence
    48 Parker Road, Wellesley, MA 02482
     
  (c) Citizenship
    United States of America
     
  (d) Title of Class of Securities
    Common Stock
     
  (e) CUSIP Number
    952213106

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) [  ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) [  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) [  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) [  ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) [  ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) [  ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) [  ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) [  ] 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) [  ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

CUSIP No. 952213106   13G   Page 4 of 5 Pages

 

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: 1,546,727 (1)
       
  (b)   Percent of class: 8.497% (2)
       
  (c)   Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 1,546,727 (1)
     
  (ii) Shared power to vote or to direct the vote 0
     
  (iii) Sole power to dispose or to direct the disposition of 1,546,727 (1)
     
  (iv) Shared power to dispose or to direct the disposition of 0

 

(1) The investments of Labrys are managed by Labrys GP.

 

(2) Based on 18,203,271 outstanding shares of common stock as of April 30, 2018, as reported in the Form 8-K filed with the Securities and Exchange Commission by West Coast Ventures Group Corp. on May 1, 2018.

 

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

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 [  ].

 

Instruction . Dissolution of a group requires a response to this item.

 

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

 

 

 

 

CUSIP No. 952213106   13G   Page 5 of 5 Pages

 

Item 10. Certification.

 

  (a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
     
    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.
     
  (b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
     
    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 having that purpose or effect.

 

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.

 

  May 10, 2018
  Date
   
  Labrys Fund, LP
   
  By: Labrys Fund General Partner, LP
   
  /s/ G. Lane Murphy
  Signature
   
  G. Lane Murphy, Manager
  Name/Title