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CUSIP
No. 42984M103
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SCHEDULE
13D
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Page
2 of 5 Pages
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1
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NAME
OF REPORTING PERSONS
2538093
Ontario Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
OO
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5
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CHECK
BOX 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
Canada
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NUMBER
OF
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7
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SOLE
VOTING POWER
194,078,347
(1)
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
194,078,347
(1)
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,078,347(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] Excludes 2,000,000
shares owned under common control of another entity.
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.3
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14
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TYPE
OF REPORTING PERSON
CO
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(1)
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Includes
Warrants to purchase 41,801,793 shares.
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(2)
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Based
upon 386,014,460 shares outstanding as of September 30, 2018.
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CUSIP
No. 42984M103
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SCHEDULE
13D
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Page
3 of 5 Pages
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Item
1. Security and Issuer.
This
statement relates to the Common Stock of HighCom Global Security, Inc. (the “Issuer” or “HighCom”). The
Issuer’s executive office is located at 2901 East 4
th
Avenue, Unit J, Columbus, OH 43219.
Item
2. Identity and Background.
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(a)
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The
reporting person is 2538093 Ontario Inc.
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(b)
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The
address of the reporting person is 140 Yonge Street, Suite 200, Toronto, Ontario M5C 1X6.
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Place
of incorporation: Ontario
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Principal
Business: Investments
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(c)
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Not
applicable.
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(d)
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None.
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(e)
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None.
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(f)
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Canada
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Item
3. Source or Amount of Funds or Other Consideration.
As
reported below, the acquisition of securities by the reporting person did not involve cash, but rather was a stock for stock swap.
Description
of transaction resulting in a change of control described in 13(d) filed November 23, 2016.
On
November 14, 2016, 2538093 Ontario Inc. (“Ontario”) acquired in a stock for stock exchange with 8464081 Canada Inc.
(“Canada”) 200,528,362 shares of common stock of HighCom and warrants to purchase 41,801,793 additional shares of
common stock of HighCom at an exercise price of $.009 per share. After the completion of this transaction, Ontario had a beneficial
ownership interest in 242,330,155 shares of common stock of HighCom, representing 59.3% of the outstanding shares of HighCom.
Accordingly, at the completion of the transaction, Canada has transferred 100% of its ownership interest in HighCom to Ontario.
Canada, which is controlled by Barbara J. Amiel, will continue to have 50% of the voting rights of Ontario, whose other principal
owner is an entity controlled by Craig Campbell, a former director of HighCom and the President and owner of our newly engaged
consultant, Resilience Capital Inc. Craig Campbell has an indirect ownership of 40%, and the right to exercise the remaining 50%
of the voting rights, of Ontario. Paul Sparkes, Chairman of HighCom, has an indirect minority interest (i.e. 10%) of Ontario through
a 20% ownership interest in the entity owned by Mr. Campbell.
Prior
to the change in control described herein, Canada, by agreement with HighCom, which rights have been assigned to Ontario, has
the right to appoint a majority of the directors of HighCom and right of first refusal to participate in future financings. At
that time, three of the existing seven directors of HighCom were appointed by Canada. Contemporaneous with the reporting person’s
acquisition of control of the Registrant, an affiliated entity, Resilience Capital Inc. entered into a consulting agreement with
the Registrant pursuant to which it will receive consulting fees with an annual fee of $250,000. This entity is owned by Craig
Campbell, the president and principal owner of Resilience.
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CUSIP
No. 42984M103
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SCHEDULE
13D
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Page
4 of 5 Pages
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Recent
Development
In
October 2018, Barbara J. Amiel became the sole beneficial owner of Ontario by purchasing the equity interests held by entities
owned by Craig Campbell and Paul Sparkes.
Item
4. Purpose of the Transaction.
The
purpose of the acquisition of a controlling interest in the Issuer was solely for investment purposes and not for the purposes
identified under (a) – (j), except as follows: (i) the reporting person has the right to nominate and appoint a majority
of the directors to the board and (ii) it has a right of first refusal to maintain its beneficial stock ownership stock interest.
An affiliate of the reporting person as described above, had entered into a consulting agreement with the Registrant. Reference
is made to a Form 8-K (date of earliest event November 14, 2016) filed with the Securities and Exchange Commission for additional
information. An affiliate of the reporting person as described above has entered into a consulting agreement with the Registrant
as reported on a Form 8-K filed with the Securities and Exchange Commission on January 8, 2019, as amended January 14, 2019.
Item
5. Interest in Securities of the Issuer.
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(a)–
(b)
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As
of September 30, 2018, the Issuer has outstanding 386,014,460 shares of Common Stock. On that date, the reporting person has
a beneficial ownership in securities of the Issuer totaling 194,078,347 shares of common stock, representing 50.3% of the
outstanding shares. The reporting person has the sole voting power and dispositive power with respect to the aforementioned
securities. As of November 14, 2016, the reporting person acquired warrants to purchase 41,801,793 shares of common stock
exercisable at $.009 per share. These warrants are included in the beneficial share ownership described above.
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(c)
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On
January 9, 2019, the reporting person sold 48,251,808 shares to a non-affiliated entity for $1,500.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
On
April 4, 2013, Alpha Capital Anstalt, closed on an agreement (the “Purchase and Exchange Agreement”) with 8464081
Canada Inc. (“Canada”), pursuant to which Canada acquired control of the Issuer. In connection with Canada acquiring
control of the Issuer, the Issuer agreed as follows:
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●
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Canada
has the right to nominate and appoint to the Board at least 50% of the Board members;
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●
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Canada
has a right of first refusal to participate in future financings up to its pro rata share of Common Stock of the Issuer.
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Pursuant
to the transaction described under Item 3, Canada assigned the contractual rights described above to Ontario.
Item
7. Material to be filed as Exhibits.
Incorporated
by reference is the Issuer’s Form 8-K dated November 14, 2016, which includes a copy of a consulting agreement entered into
between the Issuer and Resilience Capital, an affiliated entity and Form 8-K dated January 8, 2019 which includes a copy of another
consulting agreement with an affiliated entity.
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CUSIP
No. 42984M103
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SCHEDULE
13D
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Page
5 of 5 Pages
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SIGNATURES
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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2538093
Ontario Inc.
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Dated:
February 12, 2019
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By:
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/s/
Barbara Amiel
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Barbara
Amiel, President
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