CUSIP No. 02687R106
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Schedule 13D
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Page 2 of 5
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1.
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Name
of Reporting Person
Jacob
D. Cohen
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2.
|
Check
the Appropriate Box if a Member of a Group.
(a)
[X]
(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
SC,
PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 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-
shares*
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8.
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Shared
Voting Power
20,000,000
shares*
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9.
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Sole
Dispositive Power
-0-
shares*
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10.
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Shared
Dispositive Power
20,000,000
shares*
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
20,000,000
shares*
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares. [ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
46.0%*
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14.
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Type
of Reporting Person
IN
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*
Not including the voting rights of the Series A Preferred Stock share held by Mr. Cohen as discussed below.
CUSIP No. 02687R106
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Schedule 13D
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Page 3 of 5
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1.
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Name
of Reporting Person
Cohen
Enterprises, Inc.
|
2.
|
Check
the Appropriate Box if a Member of a Group.
(a)
[X]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds
SC
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e). [ ]
|
6.
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Citizenship
or Place of Organization
Texas
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
-0-
shares
|
8.
|
Shared
Voting Power
20,000,000
shares
|
9.
|
Sole
Dispositive Power
-0-
shares
|
10.
|
Shared
Dispositive Power
20,000,000
shares
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
20,000,000
shares
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares.[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
46.0%
|
14.
|
Type
of Reporting Person
CO
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CUSIP No. 02687R106
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Schedule 13D
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Page 4 of 5
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This
Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities
and Exchange Commission (the “Commission”) on June 10, 2020, by Jacob D. Cohen and Cohen Enterprises, Inc.
(“Cohen Enterprises”), each a “Reporting Person” and collectively the “Reporting
Persons” (the “Schedule 13D”).
Capitalized
terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D. Except as
expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended and modified to add the additional disclosures below:
On
October 2, 2020, Jacob D. Cohen, the Chief Executive Officer and member of the Board of Directors of the Issuer entered into Stock
Purchase Agreements with each of (a) Esteban Alexander, the Chief Operating Officer and member of the Board of Directors of the
Issuer, and (b) Luis Alan Hernandez, the Chief Marketing Officer and member of the Board of Directors of the Issuer (collectively,
the “Preferred Holders” and the “Stock Purchase Agreements”).
Pursuant
to the Stock Purchase Agreements, Mr. Alexander agreed to sell 7,000,000 shares of common stock of the Issuer which he held to
Mr. Cohen, which rights to such shares were assigned by Mr. Cohen to Cohen Enterprises, in consideration for an aggregate of $1,500
as well as for the amount of services provided by Mr. Cohen to the Issuer; and Mr. Hernandez agreed to sell 4,000,000 shares of
common stock of the Issuer which he held to Cohen Enterprises, in consideration for an aggregate of $1,000 as well as for the
amount of services provided by Mr. Cohen to the Issuer. The sales closed on November 5, 2020.
A
condition to the Stock Purchase Agreements is that each of Mr. Alexander and Mr. Hernandez resign as a member of the Board of
Directors of the Issuer by no later than January 15, 2021, provided that as of the date of this filing Mr. Alexander and Mr. Hernandez
continue to serve as a member of the Board of Directors and have not yet resigned as members of the Board of Directors.
A
further requirement to the terms of the Stock Purchase Agreements was that each of Mr. Alexander and Mr. Hernandez take such actions
necessary and which may be requested from time to time by Mr. Cohen, to affect the cancellation of the one share of Series A Preferred
Stock of the Issuer held by each of them, for no consideration (including, but not limited to, without the required payment by
the Issuer of the $1 redemption price described in the designation of such Series A Preferred Stock).
The
shares of Series A Preferred Stock held by Mr. Alexander and Mr. Hernandez were canceled on November 6, 2020.The common shares
were also transferred to Mr. Cohen on November 6, 2020.
*
* * * * *
Mr.
Cohen’s ownership of one (1) share of Series A Preferred Stock, and the rights which such Series A Preferred Stock share
has to vote 60% of the total Company vote on all shareholder matters, have not been included in Mr. Cohen’s ownership in
the tables above as such Series A Preferred Stock is not itself registered under Section 12 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and is not convertible into the Company’s common stock, and as
such, is not deemed an “equity security” as defined in Rule 13d-1 of the Exchange Act.
CUSIP No. 02687R106
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Schedule 13D
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Page 5 of 5
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Item
5. Interest in Securities of the Issuer
(a)
As of the close of business on November 17, 2020, the Reporting Persons beneficially own in aggregate 20,000,000 shares of Common
Stock representing 46% of the 43,488,902 shares of the Company’s issued and outstanding Common Stock on such date (as confirmed
by the Issuer’s transfer agent), which shares are held in the name of, and owned by, Cohen Enterprises, and which shares
Mr. Cohen is deemed to beneficially own due to his ownership of 100% of Cohen Enterprises and his position as President thereof.
Additionally, Mr. Cohen holds one (1) share of Series A Preferred Stock which has the right to vote 60% of the total vote on all
shareholder matters.
(b)
Mr. Cohen and Cohen Enterprises share the power to vote or to direct the vote and to dispose or to direct the disposition of the
20,000,000 shares of Common Stock and Mr. Cohen has the sole power to vote and to dispose of the one share of Series A Preferred
Stock which he holds.
(c)
See Item 3, above.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of
the securities beneficially owned by the Reporting Persons.
(e)
N/A.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The
rights of the Issuer’s Series A Preferred Stock are described in greater detail in the Issuer’s Current Report on Form 8-K filed with the SEC on May 21, 2020, and incorporated herein by reference.
Item
7. Material to Be Filed as Exhibits
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.
November
18, 2020
/s/
Jacob D. Cohen
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Jacob
D. Cohen
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Cohen
Enterprises, Inc.
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/s/
Jacob D. Cohen
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Jacob
D. Cohen
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President
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