Statement of Beneficial Ownership (sc 13d)
January 24 2018 - 4:44PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
SOUTHWESTERN
WATER EXPLORATION CO.
(
Name of Issuer
)
Common Shares,
$0.001
(
Title of Class of Securities
)
845331107
(
CUSIP Number
)
David J. Cutler
9605
West 49th Avenue, Suite 200, Wheat Ridge, Colorado 80033
(303) 968-3281
(
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
)
January 13, 2018
(
Date of Event which Requires Filing of this Statement
)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d
-1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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).
1
CUSIP No.
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(1)
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NAME OF REPORTING
PERSONS:
David J. Cutler
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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 ITEMS 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
93,480,769 Common Shares
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(8)
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SHARED VOTING POWER
0
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(9)
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SOLE DISPOSITIVE POWER
93,480,769 Common Shares
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(10)
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SHARED DISPOSITIVE POWER
0
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(11)
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,480,769 Common Shares
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(12)
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CHECK BOX 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)
77% *
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(14)
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TYPE OF REPORTING PERSON
IN
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*122,164,114 shares
issued and outstanding as of December 31, 2017
2
Item 1. Security and
Issuer
This Schedule 13D
(this "13D") is filed with respect to the Common Shares,
no par value per share (the "Common Shares") of Southwestern Water
Exploration Co., a
Colorado corporation (the "Issuer"). The principal executive office of the Issuer
receives mail at PO Box 181062, Denver, Colorado 80218.
Item 2. Identity and Background
Below is
information regarding the Reporting Entity:
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(a)
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This 13D is being filed on behalf of the
following person:
David J. Cutler
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(b)
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The principal business address for the Reporting Person is
9605 West 49th Avenue, Suite 200, Wheat Ridge, Colorado 80033
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(c)
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Employment Information:
Mr. Cutler became the Issuer's sole
director and officer on March 4, 2011.He resigned as the Issuer's President,
Chief Executive Officer, Chief Financial Officer and Director on February 23,
2017. Mr. Cutler has been the Principal of Cutler & Co., LLC since 2002.
Cutler & Co. LLC is a Colorado registered accounting company that is focused
on providing fractional Chief Financial Officer, accounting, bookkeeping, tax
and consulting services to private companies throughout the US. Between 2011
and 2015, Cutler & Co. LLC was also a PCAOB registered auditing firm auditing
more than 50 public companies prior to the sale of its auditing business in
2015. From 2011 to 2017, Mr. Cutler was Chief Financial Officer and
subsequently Chief Executive Officer and a director of US Precious Metals,
Inc., a publicly quoted mineral exploration company with interests in Mexico
and Chief Financial Officer and director of Discovery Gold Corporation, a
publicly quoted mineral exploration company with interests in Ghana from 2012
to 2017. Mr. Cutler was the sole officer and director of the following
publicly quoted shell companies: US Holdings, Inc. (formerly USN Corporation)
from 2011 to 2013, Torrent Energy Corporation from 2011 to 2014, Quantech
Electronics Corp from 2012 to 2014, Capital Resource Alliance, Inc from 2012
to 2014 and Naeordynamics, Inc. from 2015 to 2017. Mr. Cutler has a Master's
degree from St. Catharine's College in Cambridge, United Kingdom and qualified
as a British Chartered Accountant and Chartered Tax Advisor with Arthur
Andersen & Co. in London, United Kingdom. He was subsequently admitted as a
Fellow of the UK Institute of Chartered Accountants. Since arriving in the US,
Mr. Cutler has qualified as a Certified Public Accountant, a Certified
Valuation Analyst of the National Association of Certified Valuation Analysts
and obtained an executive MBA from Colorado State University.
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(d)
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The Reporting Person has not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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The Reporting Person has not, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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David J. Cutler is a citizen of the United States of
America.
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Item 3. Source and
Amount of funds or Other Consideration
Mr. Cutler was issued 93,480,769 shares of common stock with a value of
$149,569 ($0.0016 per share) as reimbursement for expenses he had incurred on
Issuer's behalf and as compensation for his role as an executive director and
officer of Southwestern Water Exploration Co.
Item 4. Purpose of Transaction
This form is the initial filing in conjunction with the effectiveness of the
Form 10-12g of Southwestern Water Exploration Co.
The information set forth or incorporated in Item 3 is incorporated herein by
reference.
3
The Reporting Person has plans which relate to, or could result in the matters
referred to in paragraphs (a) through (j), inclusive, of the instructions to
Item 4 of Schedule 13D as follows:
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(a) - (c)
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None at this time.
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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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None.
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(g)
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None
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(h)
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None.
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(i)
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None.
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(j)
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None.
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The Reporting Person may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto.
Item 5. Interest in Securities of the
Issuer
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(b) Number of shares as to which there is sole power to
vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to dispose or
to direct the disposition:
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(a)
Aggregate number and percentage of the class of securities beneficially owned
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Sole Power to Vote or to Direct the Vote:
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Shared Power to or to Direct the Vote
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Sole Power to Dispose or to Direct the Disposition
of:
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Shared Power to Dispose or to Direct the Disposition
of:
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(Common Stock)
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David J. Cutler
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93,480,769 -77%
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93,480,769
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0
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93,480,769
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0
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(c)
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Except as disclosed above, the Reporting Person has not effected any transaction in the shares during the preceding 60
days.
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(d)
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No person other than the Reporting Person
is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any shares reported on this
Schedule 13D.
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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
See Items 3 and 4 above which is incorporated by reference herein.
Item 7. Material to Be
filed as Exhibits
4
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.
Dated: January 23, 2018
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By:
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Name:
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David J. Cutler, Individual
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5