SCHEDULE 13D
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CUSIP No. 57776X109
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1
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Names of Reporting Persons.
ICG USA, LLC
I.R.S. IDENTIFICATION Nos. of above persons (entities only)
43-3069613
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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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)
WC
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5
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Check 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
DE, USA
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7
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Sole Voting Power
4,460,220
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Number of
Shares
Beneficially
Owned by
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8
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Shared Voting Power
0
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Each
Reporting
Person
With
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9
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Sole Dispositive Power
4,460,220
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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
4,460,220
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by Amount in Row (11)
1.46%
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14
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Type of Reporting Person (See Instructions)
OO
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2
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CUSIP No.
57776X109
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1
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Names of Reporting Persons.
Venture Champion Asia, Ltd.
I.R.S. IDENTIFICATION Nos. of above persons (entities only)
n/a
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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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)
WC
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5
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Check 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
British Virgin Islands
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7
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Sole Voting Power
20,000,000
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Number of
Shares
Beneficially
Owned by
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8
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Shared Voting Power
0
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Each
Reporting
Person
With
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9
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Sole Dispositive Power
20,000,000
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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
20,000,000
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by Amount in Row (11)
6.55%
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14
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Type of Reporting Person (See Instructions)
OO
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3
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CUSIP No.
57776X109
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1
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Names of Reporting Persons.
Brian Robert Nord
I.R.S. IDENTIFICATION Nos. of above persons (entities only)
n/a
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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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)
PF
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5
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Check 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
USA
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7
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Sole Voting Power
277,308
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Number of
Shares
Beneficially
Owned by
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8
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Shared Voting Power
0
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Each
Reporting
Person
With
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9
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Sole Dispositive Power
277,308
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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
277,308
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by Amount in Row (11)
0.09%
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14
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Type of Reporting Person (See Instructions)
IN
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4
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CUSIP No.
57776X109
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1
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Names of Reporting Persons.
Carrie Dawn Nord
I.R.S. IDENTIFICATION Nos. of above persons (entities only)
n/a
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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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)
PF
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5
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Check 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
USA
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7
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Sole Voting Power
10,000
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Number of
Shares
Beneficially
Owned by
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8
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Shared Voting Power
0
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Each
Reporting
Person
With
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9
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Sole Dispositive Power
10,000
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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
10,000
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by Amount in Row (11)
>0.01%
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14
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Type of Reporting Person (See Instructions)
IN
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5
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CUSIP No.
57776X109
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1
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Names of Reporting Persons.
Larry Russell Jr.
I.R.S. IDENTIFICATION Nos. of above persons (entities only)
n/a
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
x
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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)
PF
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5
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Check 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
USA
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7
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Sole Voting Power
20,000
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Number of
Shares
Beneficially
Owned by
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8
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Shared Voting Power
0
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Each
Reporting
Person
With
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9
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Sole Dispositive Power
20,000
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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
20,000
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨
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13
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Percent of Class Represented by Amount in Row (11)
>0.01%
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14
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Type of Reporting Person (See Instructions)
IN
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6
Item 1. Security and Issuer
Common stock of Max Sound Corporation (the “Issuer”), par value $0.0001.
Item 2. Identity and Background
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(a)
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This Schedule 13D is filed by ICG USA, LLC, a Delaware limited liability company, Venture Champion Asia, Ltd., a British Virgin Islands corporation, Brian Robert Nord, a United States citizen who serves as Chairman and CEO of ICG USA, LLC; Carrie Dawn Nord, a United States citizen and the spouse of Brian Robert Nord; and Larry Russell Jr., a United States citizen and the Managing Partner of ICG USA, LLC. Venture Champion Asia, Ltd., is owned by Isaac Lee, a citizen of the People’s Republic of China, and International Capital Group Global, Ltd, a British Virgin Islands Partnership (which itself is owned and controlled by Brian Robert Nord and Larry Russell Jr., and is the parent company of ICG USA, LLC).
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(b)
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The principal business address of ICG USA, LLC, Brian Robert Nord, Carrie Dawn Nord, and Larry Russell Jr. is 425 North Martingale Road, Schaumburg, IL 60173; the principal business address of Venture Champion Asia, Ltd., is Trident Chambers, Wickhams Cay, PO Box 146, Road Town, Tortola, BVI; the principal business address of International Capital Group Global, Ltd, is 425 North Martingale Road, Schaumburg, IL 60173 and the principal business address of Isaac Lee is Unit 2002, 20
th
Floor, Farimont House, No. 8, Cotton Tree Drive, Central, Hong Kong.
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(c)
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The principal business of ICG USA, LLC, Venture Champion Asia, Ltd., and International Capital Group Global, Ltd., is to invest in securities. The principal occupations of Brian Robert Nord and Larry Russell, Jr., are to serve as the Chairman/CEO and Managing Partner, respectively, of ICG USA, LLC. Carrie Dawn Nord is a homemaker. The principal occupation of Isaac Lee is Senior Vice President of International Capital Group Asia Limited.
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(d)
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None of the reporting persons has, 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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None of the reporting persons, during the last five years, has been a party to any civil proceeding requiring disclosure under this item.
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(f)
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The citizenship or place of organization of each reporting person is identified in 2(a) above.
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Item 3. Source and Amount of Funds or Other Consideration
ICG USA, LLC, and Venture Champion Asia, Ltd., used their working capital to acquire the securities. Brian Robert Nord, Carrie Dawn Nord, and Larry Russell Jr., each used personal funds to acquire the securities.
Item 4. Purpose of Transaction
The shares were acquired for investment. None of the reporting person has any plans or proposals of the type required to be reported in this Item 4.
Item 5. Interest in Securities of the Issuer
ICG USA, LLC, holds the sole voting and dispositive power over 4,460,220 shares of the Issuer’s common stock, which represents approximately 1.46% of the Issuer’s issued and outstanding shares, based upon the 305,335,938 shares of common stock reported issued and outstanding as of August 12, 2013, on the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 14, 2013.
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Venture Champion Asia, Ltd., holds the sole voting and dispositive power over 20,000,000 shares of the Issuer’s common stock, which represents approximately 6.55% of the Issuer’s issued and outstanding shares, based upon the 305,335,938 shares of common stock reported issued and outstanding as of August 12, 2013, on the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 14, 2013.
Brian Robert Nord holds the sole voting and dispositive power over 277,308 shares of the Issuer’s common stock, which represents approximately 0.09% of the Issuer’s issued and outstanding shares, based upon the 305,335,938 shares of common stock reported issued and outstanding as of August 12, 2013, on the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 14, 2013.
Carrie Dawn Nord holds the sole voting and dispositive power over 10,000 shares of the Issuer’s common stock, which represents less than 0.01% of the Issuer’s issued and outstanding shares, based upon the 305,335,938 shares of common stock reported issued and outstanding as of August 12, 2013, on the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 14, 2013.
Larry Russell Jr. holds the sole voting and dispositive power over 20,000 shares of the Issuer’s common stock, which represents less than 0.01% of the Issuer’s issued and outstanding shares, based upon the 305,335,938 shares of common stock reported issued and outstanding as of August 12, 2013, on the Issuer’s quarterly report on Form 10-Q filed with the SEC on August 14, 2013.
Within the past 60 days, the only transaction effected by any of the reporting persons was a purchase by Venture Champion Asia, Ltd., of 10,000,000 shares of common stock from Hong Kong Opportunities LLC, a Florida limited liability company, for a purchase price of $1.0 million, or $0.10 per share, on September 13, 2013. The Issuer’s chairman, Greg Halpern, had beneficial ownership of the 10,000,000 shares purchased from Hong Kong Opportunities LLC.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth above, there are no contracts, arrangements, understandings or relationships among any of the reporting persons or between any of the reporting persons and any other person with respect to any securities of the Company.
Item 7. Material to Be Filed as Exhibits
None.
8
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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ICG USA, LLC
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October 2, 2013
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/s/ Brian Robert Nord
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Date
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Brian Robert Nord, Chairman and CEO
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VENTURE CHAMPION ASIA, LTD.
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October 2, 2013
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/s/ Brian Robert Nord
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Date
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Brian Robert Nord, for International
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Capital Group Global, Ltd.
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October 2, 2013
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/s/ Brian Robert Nord
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Date
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Brian Robert Nord, an individual
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October 2, 2013
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/s/ Carrie Dawn Nord
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Date
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Carrie Dawn Nord, an individual
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October 2, 2013
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/s/ Larry Russell Jr.
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Date
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Larry Russell Jr., an individual
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9