Statement of Ownership (sc 13g)
June 18 2018 - 4:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Information
to be included in Statements filed
pursuant
to Rule
13d-1(b), (c) AND (d)
Realbiz
media group, Inc.
(Name of Issuer)
COMMON
Stock, $0.001 par value
(Title of Class of Securities)
94762T
10 7
(CUSIP Number)
June 7, 2018
(Date of event which requires filing of
this Statement)
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
(Continued on following pages)
(Page 1 of 8 Pages)
1.
|
NAME OF REPORTING PERSON
Frederick Berdon
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2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION:
New York
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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
4,500,000 (see Item 4)
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6.
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SHARED VOTING POWER
28,648,636 (see Item 4)
|
7.
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SOLE DISPOSITIVE POWER
4,500,000 (see Item 4)
|
8.
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SHARED DISPOSITIVE POWER
28,648,636 (see Item 4)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
33,148,636 (see Item
4)
|
10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
9.28 %
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12.
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TYPE OF REPORTING PERSON: IN
|
1.
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NAME OF REPORTING PERSON
F. Berdon & Co., LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13 312 7787
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
None.
|
6.
|
SHARED VOTING POWER
23,648,636 (see Item 4)
|
7.
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SOLE DISPOSITIVE POWER
None.
|
8.
|
SHARED DISPOSITIVE POWER
23,648,636 (see Item 4)
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,648,636 (see Item 4)
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.62%
|
12.
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TYPE OF REPORTING PERSON: OO
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Item 1(a).
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Name of Issuer.
|
|
|
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RealBiz Media Group, Inc. (the “
Issuer
”)
|
|
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Item 1(b).
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Address of Issuer’s Principal Executive Offices.
|
|
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2690 Weston Road, Suite 200, Weston, FL 33331
|
|
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Item 2(a).
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Names of Person Filing.
|
|
|
|
Frederick Berdon (“
Frederick Berdon
”)
F. Berdon & Co., LLC (“
F. Berdon
”)
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Item 2(b).
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Address of Principal Business Office, or if none, Residence.
|
|
|
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Frederick Berdon
37 Westerleigh Rd., Purchase, NY 10577
F. Berdon
222 Purchase Street, Suite 308 Rye, NY 10580
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Item 2(c).
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Citizenship.
|
|
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Frederick Berdon – New York
F. Berdon - Delaware
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Item 2(d).
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Title of Class of Securities.
|
|
|
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Common Stock, par value $0.001 per share (the
“
Common Stock
”)
|
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Item 2(e).
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CUSIP Number.
|
|
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94762T 10 7
|
|
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
|
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Not applicable.
|
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Item 4.
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Ownership.
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Frederick Berdon beneficially
owns 33,148,636 shares of Common stock as of the date hereof. The 25,648,636 shares of Common Stock owned by Frederick Berdon includes
(i) 21,148,636 shares of Common Stock F Berdon beneficially owned, which Frederick Berdon is the manager of, (ii) 550,000 shares
of Common Stock beneficially owned by F. Berdon Roth IRA, (iii) 3,450,000 shares of Common Stock beneficially owned by F. Berdon
IRA, (iv) 500,000 shares of Common Stock beneficially owned by F. Berdon Roth IRA 2, and (v) 5,000,000 shares of Common Stock beneficially
owned by F. Berdon Venture Associates, which Frederick Berdon has dispositive control over.
F. Berdon beneficially
owns 23,648,636 shares of Common Stock
Accordingly,
for the purpose of this Statement:
|
(a)
|
Amount beneficially owned by
|
Frederick Berdon:
33,148,636 shares of Common Stock of the Issuer
F. Berdon:
23,648,636 shares of Common Stock of the Issuer.
Frederick
Berdon beneficially holds 9.28% of the Issuer’s issued and outstanding Common Stock (based on 357,284,081 shares of Common
Stock issued and outstanding, as stated by the Issuer in its most recent Quarterly Report on Form 10-Q filed with the Commission
on May 4, 2018).
F. Berdon beneficially
holds 6.62% of the Issuer’s issued and outstanding Common Stock (based on 357,284,081 shares of Common Stock issued and outstanding,
as stated by the Issuer in its most recent Quarterly Report on Form 10-Q filed with the Commission on May 4, 2018)
Number of shares
as to which Frederick Berdon has:
|
(i)
|
Sole power to direct the vote: 4,500,000 shares of Common Stock of the Issuer.
|
|
(ii)
|
Shared power to vote or to direct the vote: 28,648,636 shares of Common Stock of the Issuer.
|
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(iii)
|
Sole power to dispose or direct the disposition of the Common Stock: 4,500,000 shares of Common
Stock of the Issuer.
|
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(iv)
|
Shared power to dispose or direct the disposition of the Common Stock: 28,648,636 shares of Common
Stock of the Issuer.
|
Number of shares
as to which F. Berdon has:
|
(vi)
|
Sole power to direct the vote: None.
|
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(vii)
|
Shared power to vote or to direct the vote: 23,648,636 shares of Common Stock of the Issuer.
|
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(viii)
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Sole power to dispose or direct the disposition of the Common Stock: None.
|
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(ix)
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Shared power to dispose or direct the disposition of the Common Stock: 23,648,636 shares of Common
Stock of the Issuer.
|
Item 5.
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Ownership of Five Percent or Less of a Class.
|
|
|
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
|
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|
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Not applicable.
|
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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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 which could have that purpose or effect.
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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.
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Date: June 18, 2018
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Frederick Berdon
|
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/s/Frederick Berdon
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F. Berdon & Co., LLC
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By:
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/s/Frederick Berdon
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Name: Frederick Berdon
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Title: Authorized Signatory
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