SC 13D: General Statement of Acquisition of Beneficial Ownership
Published on
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
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Under
the Securities Exchange Act of 1934*
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Eagleford
Energy Inc.
(f/k/a
Eugenic Corp.)
(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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298248105
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(CUSIP
Number)
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James
Cassina
2nd
Terrace West, Centreville
P.O.
Box N-10-567
Nassau,
Bahamas
Phone/Facsimile: (242)
326-2151
With
a copy to:
Scott
E. Rapfogel, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New
York, NY 10022
Phone: (212)
400-6900
Facsimile: (212)
400-6901
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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July
14, 2009
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(Date
of Event Which Requires Filing of This
Statement)
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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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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. 298248105 |
| 1 | NAMES OF REPORTING PERSONS: James
Cassina
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||||||||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY: | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
| PF | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
| Canadian | |||||||||||
| 7 | SOLE VOTING POWER: | ||||||||||
| NUMBER OF | 12,065,0461 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER: | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON | 12,065,046 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
| 12,065,046 | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
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39.86%2
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| IN | |||||||||||
1 Includes 2,036,604 outstanding shares
and 2,036,604 shares underlying 2,036,604 presently exercisable warrants at an
exercise price of $0.07 per share, subject to certain adjustments, owned by Core
Energy Enterprises Inc. Also includes 3,995,919 shares underlying
3,995,919 presently exercisable warrants owned directly by James Cassina with an
exercise price of $0.07 per share, subject to certain
adjustments.
2
| CUSIP No. 298248105 |
| 1 | NAMES OF REPORTING PERSONS: Core
Energy Enterprise, Inc.
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| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY): |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY: | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
| Panama | |||||||||||
| 7 | SOLE VOTING POWER: | ||||||||||
| NUMBER OF | 4,073,2083 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER: | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 0 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
| REPORTING | |||||||||||
| PERSON | 4,073,208 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
| 0 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
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4,073,208
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| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
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15.5%4
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
| CO | |||||||||||
3 Includes warrants to purchase 2,036,604
shares of common stock at an exercise price of $0.07 per share, subject to
certain adjustments.
4 Based on
24,232,559 shares of common stock of Eagleford Energy Inc. (f/k/a Eugenic Corp.) issued and
outstanding.
3
Item 1. Security and
Issuer
This
statement relates to the Common Stock, no par value (the “Common Stock”), of
Eagleford Energy Inc. (f/k/a Eugenic Corp.), an Ontario,
Canada corporation (“EFRDF”). The address of the principal executive offices
of EFRDF is 1 King Street West, Suite 1505, Toronto, Ontario, Canada M5H
1A1.
Item 2. Identity and
Background
This
statement is filed on behalf of James Cassina and Core Energy Enterprise, Inc.
(“Core”) (each a “Reporting Person” and collectively the “Reporting Persons”),
Core is a Panamanian corporation, in which James Cassina exercises voting and
investment power over all shares held by Core:
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Name: James
Cassina
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Business
address: 2nd
Terrace, Suite, Centreville, P.O. Box N-10-567, Nassau,
Bahamas.
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c.
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Present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted:
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d.
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During
the last five years, James Cassina has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
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During
the last five years, James Cassina was not 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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Citizenship: Canadian
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a.
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Name: Core Energy Enterprise,
Inc.
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b.
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Business
address: 2nd
Terrace, Suite, Centreville, P.O. Box N-10-567, Nassau,
Bahamas.
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| Core Energy Enterprises Inc. is engaged as an investment company. | ||
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c.
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During
the last five years, Core Energy Enterprise, Inc. was not a party to a
criminal or 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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d.
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Citizenship: Panama
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4
Item
3. Source and Amount of Funds or Other Consideration
James
Cassina paid for the securities from personal funds. Core paid for its
securities from working capital.
Investment.
Except as
described in this Schedule 13D, the Reporting Persons have no plans or proposals
which relate to or would result in:
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The
acquisition by any person of additional securities of EFRDF, or the
disposition of securities of EFRDF;
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving EFRDF or any of its
subsidiaries;
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A
sale or transfer of a material amount of assets of EFRDF or any of its
subsidiaries;
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Any
change in the present board of directors or management of EFRDF, including
any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the
board;
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Any
material change in the present capitalization or dividend policy of
EFRDF;
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Any
other material change in EFRDF's business or corporate
structure;
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Changes
in EFRDF's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of EFRDF by any
person;
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Causing
a class of securities of EFRDF 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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A
class of equity securities of EFRDF becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act;
or
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Any
action similar to any of those enumerated
above.
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5
Item 5. Interest in Securities of
the Issuer
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See
Items 11 and 13 on pages 2 and 3.
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See
Items 7 through 9 on pages 2 and 3.
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No
transactions in the Common Stock were effected during the past sixty days
by the Reporting Persons.
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The
Reporting Persons do not know of any other person that has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock beneficially owned
by the Reporting Persons.
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Not
applicable.
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There are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any person with respect to any securities of
EFRDF, 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 of the shares of
Common Stock beneficially owned by the Reporting Persons are pledged or
otherwise subject to a contingency the occurrence of which would give another
person voting power or investment power over such securities (other than
standard default and similar provisions contained in loan
agreements).
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1.
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Joint
Filing Agreement
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6
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: May 12, 2010 | ||||
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/s/
James Cassina
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James
Cassina
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| CORE ENERGY ENTERPRISE, INC. | |||||
| By: |
/s/ James
Cassina
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James
Cassina, President
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7
EXHIBIT
1
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D
The
undersigned hereby agree that they are filing this statement jointly pursuant to
Rule 13d-1(k)(1) (iii). Each of them is responsible for the timely filing of
such Schedule 13D and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
In
accordance with Rule 13d-1(k)(1) (iii) promulgated under the Securities and
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with each other on behalf of each of them to such a statement on Schedule
13D with respect to the common stock of beneficially owned by each of them. This
Joint Filing Agreement shall be included as an exhibit to such Schedule
13D.
| Date: May 12, 2010 | ||||
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/s/
James Cassina
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James
Cassina
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| CORE ENERGY ENTERPRISE, INC. | |||||
| /s/ James Cassina |
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| James Cassina, President |
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