Statement of Ownership (sc 13g)
January 29 2018 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule
13d-102)
Information to be Included in Statements Filed Pursuant to §
240.13d-1(b),
(c)
and (d) and Amendments Thereto Filed Pursuant to §
240.13d-2.
Under the Securities Exchange Act of 1934
(Amendment No. )*
Next Group
Holdings, Inc.
Common Stock, $0.001
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(Title of Class of Securities)
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65342E109
December 12, 2017
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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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
).
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CUSIP No. 65342E109
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Page
2
of 6
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1
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NAME OF
REPORTING PERSONS
Harrison Vargas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
31,293,253
1
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6
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SHARED VOTING POWER
82,109
2
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7
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SOLE DISPOSITIVE POWER
31,293,253
1
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8
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SHARED DISPOSITIVE POWER
82,109
2
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
31,375,362
1
2
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
10.41%
3
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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1
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This number includes 3,900,000 shares of common stock owned through Varsatel Corporation and Comtel Direct, LLC. Harrison Vargas has sole voting power and sole dispositive power over the shares held by Varsatel
Corporation because Mr. Vargas is the sole stockholder, sole director, and chief executive officer of Varsatel Corporation. Harrison Vargas has sole voting power and sole dispositive power over the shares held by Comtel Direct, LLC because Mr.
Vargas is the sole member of CHT Holdings, LLC, which is the managing member of Comtel Direct, LLC.
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2
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This number consists of shares of common stock owned by Mr. Vargass spouse. Mr. Vargas disclaims beneficial ownership of the shares owned by his spouse.
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3
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This percentage is based upon 301,422,658 shares of common stock outstanding as of November 10, 2017 as reported in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on
November 20, 2017.
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CUSIP No. 65342E109
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Page
3
of 6
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ITEM 1 (a)
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NAME OF ISSUER:
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Next Group Holdings, Inc.
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ITEM 1 (b)
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ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
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1111 Brickell Ave, Suite 2200
Miami,
Florida 33131
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ITEM 2 (a)
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NAME OF PERSON FILING:
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Harrison Vargas
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ITEM 2 (b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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10007 Vestal Place
Coral Springs, Florida
33071
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ITEM 2 (c)
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CITIZENSHIP:
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United States of America
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ITEM 2 (d)
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.001
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ITEM 2 (e)
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CUSIP NUMBER:
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65342E109
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ITEM 3
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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:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act (15 U.S.C.78o);
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C.78c);
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C.78c);
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C.8a-8);
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(e)
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☐
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An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Section 240.
13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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Group, in accordance with
Section 240.13d-1(b)(1)(ii)(J).
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CUSIP No. 65342E109
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Page
4
of 6
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(a)
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Amount beneficially owned:
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19,703,923
1
2
shares as of December 12, 2017.
30,508,837
1 2
shares as of
December 29, 2017.
31,375,362
1 2
shares as of January 26, 2018.
6.54%
3
as of
December 12, 2017.
10.12%
3
as of December 29, 2017.
10.41%
3
as of January 26, 2018.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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19,672,691
1
shares as of December 12, 2017.
30,437,747
1
shares as of December 29, 2017.
31,293,253
1
shares as of January 26, 2018.
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(ii)
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Shared power to vote or to direct the vote
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31,232
2
shares as of December 12, 2017.
71,090
2
shares as of December 29, 2017.
82,109
2
shares as of January 26, 2018.
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(iii)
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Sole power to dispose or to direct the disposition of
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19,672,691
1
shares as of December 12, 2017.
30,437,747
1
shares as of December 29, 2017.
31,293,253
1
shares as of January 26, 2018.
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(iv)
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Shared power to dispose or to direct the disposition of
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31,232
2
shares as of December 12, 2017.
71,090
2
shares as of December 29, 2017.
82,109
2
shares as of January 26, 2018.
1
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This number includes 3,900,000 shares of common stock owned through Varsatel Corporation and Comtel Direct, LLC. Harrison Vargas has sole voting power and sole dispositive power over the shares held by Varsatel
Corporation because Mr. Vargas is the sole stockholder, sole director, and chief executive officer of Varsatel Corporation. Harrison Vargas has sole voting power and sole dispositive power over the shares held by Comtel Direct, LLC because Mr.
Vargas is the sole member of CHT Holdings, LLC, which is the managing member of Comtel Direct, LLC.
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2
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This number consists of shares of common stock owned by Mr. Vargass spouse. Mr. Vargas disclaims beneficial ownership of the shares owned by his spouse.
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3
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This percentage is based upon 301,422,658 shares of common stock outstanding as of November 10, 2017 as reported in the Issuers Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on
November 20, 2017.
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CUSIP No. 65342E109
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Page
5
of 6
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ITEM 5
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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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 ☐.
ITEM 6
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable
ITEM 7
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
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Not applicable
ITEM 8
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable
ITEM 9
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable
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, other than activities solely in connection with a nomination under
§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.
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January 26, 2018
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Date
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/s/ Harrison Vargas
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Signature
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Harrison Vargas
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Name/Title
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