Statement of Beneficial Ownership (sc 13d)
December 12 2017 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. ________)*
EMARINE
GLOBAL, INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
29079G
10 9
(CUSIP
Number)
Castellanos
Group, P.S.C., Cond. Madrid, Suite 304,
1760
Loiza Street, San Juan, P.R. 00911, 787.641.8447
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July
25, 2017
(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. [X]
Note
:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).
CUSIP
No. 29079G 10 9
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13D
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Page
2 of 7 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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Race
Holdings, LLC
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EIN
#66-0882922
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
[ ]
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(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 (see instructions)
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WC
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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
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United
States of America, Territory of Puerto Rico
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7.
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SOLE
VOTING POWER
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NUMBER
OF
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10,500,000(1)
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SHARES
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8.
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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9.
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
WITH
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10,500,000(1)
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,500,000(1)
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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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(see
instructions) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.6%(2)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
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OO
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(1)
Includes 3,000,000 shares of common stock of the Issuer held directly by Race Holdings, LLC and 7,500,000 shares of the Issuer
issuable upon the exercise of warrants held directly by Race Holdings, LLC. Keith Michael Jensen is the sole Manager Member of
Race Holdings, LLC.
(2)
Assumes a total of 21,961,317 shares of common stock outstanding based on the amount reported in the Issuer’s most recent
Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
CUSIP
No. 29079G 10 9
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13D
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Page
3 of 7 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
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Keith
Michael Jensen
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
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(a)
[ ]
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(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 (see instructions)
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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
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United
States of America, Territory of Puerto Rico
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7.
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SOLE
VOTING POWER
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NUMBER
OF
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10,500,000(1)
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SHARES
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8.
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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9.
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
WITH
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10,500,000(1)
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10.
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SHARED
DISPOSITIVE POWER
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0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10,500,000(1)
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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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(see
instructions) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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35.6%(2)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
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HC,
IN
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(1)
Includes 3,000,000 shares of common stock of the Issuer held directly by Race Holdings, LLC and 7,500,000 shares of the Issuer
issuable upon the exercise of warrants held directly by Race Holdings, LLC. Keith Michael Jensen is the sole Manager Member of
Race Holdings, LLC.
(2)
Assumes a total of 21,961,317 shares of common stock outstanding based on the amount reported in the Issuer’s most recent
Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
CUSIP
No. 29079G 10 9
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13D
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Page
4 of 7 Pages
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Item
1. Security and Issuer.
This
Schedule 13D relates to the common stock, $0.001 par value per share (the “Common Stock”), of Emarine Global, Inc.,
a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 4th Floor, 15-14,
Samsan-ro 308beon-gil, Nam-gu, Ulsan, 44715 Republic of Korea.
Item
2. Identity and Background.
(a)
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This
Statement is filed jointly by Race Holdings, LLC (“Race Holdings”) and Keith Michael Jensen (together, the “Reporting
Persons”).
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(b)
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The
Reporting Persons’ principal business address is located at 1204 Plantation Village Drive, Dorado, Puerto Rico 00646.
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(c)
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Mr.
Jensen is the General Member of Race Holdings.
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(d)
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During
the last five years Keith Michael Jensen has not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(e)
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During
the last five years the Reporting Person has not 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 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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Item
3. Source or Amount of Funds or Other Consideration.
The
source of funds used to purchase the securities reported herein was the working capital of Race Holdings. Race Holdings was capitalized
with the personal funds of Keith Michael Jensen, its General Member. The aggregate funds used by the Reporting Persons to make
the purchase of Common Stock and warrants for the purchase of Common Stock was $1,500,000.
Item
4. Purpose of Transaction.
The
securities reported herein were acquired by subscription agreement dated July 18, 2017 from the Issuer for, and are being held
for, investment purposes by the Reporting Persons. Consistent with such purposes, the Reporting Persons’ have had, and may
have in the future, discussions with management and the Board of Directors of the Issuer regarding the Issuer’s operations,
prospects, business and financial strategies and other matters as the Reporting Persons deem relevant to their investment in the
Common Stock, warrants for the purchase of Common Stock and any other securities of the Issuer.
The
Reporting Persons will continue to evaluate the investment position in the Issuer and may, depending on the Issuer’s performance
and market and other conditions, increase or decrease the investment position in the Common Stock, warrants for the purchase of
Common Stock and other securities of the Issuer. The Reporting Persons reserve the right to determine in the future whether to
change the purpose or purposes herein described or whether to adopt plans or proposals regarding the Issuer or any of its securities.
CUSIP
No. 29079G 10 9
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13D
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Page
5 of 7 Pages
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Except
as otherwise set forth herein, the Reporting Persons have no specific plans or proposals that relate to or would result in any
of the following:
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(a)
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the
acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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an
extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a
sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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any
change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number
or term of the Issuer’s Board of Directors or to fill any existing vacancies thereon;
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(e)
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any
material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any
other material change in the Issuer’s business or corporate structure;
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(g)
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changes
in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or
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(j)
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any
action similar to any of those enumerated above.
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Item
5. Interest in Securities of the Issuer.
(a)
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As
of November 21, 2017, the Issuer had 21,961,317 shares of Common Stock issued and outstanding based upon the amount reported
in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. As such, the Reporting
Persons beneficially own a total of 10,500,000 shares of the Issuer’s Common Stock, 3,000,000 of which are held directly
by Race Holdings and 7,500,000 of which may be acquired upon exercise of warrants held directly by Race Holdings, or up to
35.6% of issued and outstanding shares assuming full exercise of the warrants. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting of investment
power with respect to securities.
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(b)
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As
the sole General Member of Race Holdings, Keith Michael Jensen has the sole power to vote and direct the voting of all shares
of Common Stock beneficially owned by the Reporting Persons. As the sole General Member of Race Holdings, Keith Michael Jensen
has the sole power to dispose of and direct the disposition of all shares of Common Stock and warrants to purchase Common
Stock beneficially owned by the Reporting Persons.
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(c)
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The
Reporting Persons have not entered into any transactions with respect to the Common Stock of the Issuer in the past 60 days.
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(d)
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No
known 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 covered by this Schedule 13D.
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(e)
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The
date on which the reporting person ceased to be the beneficial owner of more than 5% of the common shares of the Issuer: Not
applicable
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CUSIP
No. 29079G 10 9
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13D
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Page
6 of 7 Pages
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Describe
any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any
of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings
or relationships have been entered into.
None.
Item
7. Material to Be Filed as Exhibits.
Exhibit 1: Joint Filing Agreement between Race Holdings, LLC and Keith Michael Jensen dated December 7, 2017.
Exhibit 2: Subscription Agreement between RACE Holdings, LLC and Pollex, Inc. dated July 18, 2017.
CUSIP
No. 29079G 10 9
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13D
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Page
7 of 7 Pages
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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.
Date:
December 11, 2017
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Race
Holdings, LLC
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By:
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/s/
Keith Michael Jensen
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Keith
Michael Jensen, General Member
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Keith
Michael Jensen
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/s/
Keith Michael Jensen
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Individually
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