Statement of Ownership (sc 13g)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

HERBORIUM GROUP, INC.

 

Common Stock, par value $0.001

 

CUSIP 42703A109

 

February 11, 2014

 

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)

 

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 the disclosures provided in a prior cover page.

 

The information required in 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.   42703A109

13G

Page 1 of 4

 

1.

Name of Reporting Person

 

Tarpon Bay Partners LLC

 

I.R.S. Identification No. of Above Person (entities only) 46-3264113

 

 

	2.	Check the Appropriate Box if a Member of a Group	(a) ¨
			(b) x

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization Florida

 

	5.	Sole Voting Power       128,617
Number of Shares	6.	Shared Voting Power       128,617
Owned by Each
Reporting Person	7.	Sole Dispositive Power           128,617
With
	8.	Shared Dispositive Power         128,617

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

Reporting Person holds 128,617 shares of Issuer’s common stock. The shares were issued pursuant to a partial conversion of a convertible promissory note held by Reporting Person. The convertible promissory note is subject to restriction of beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held by any other person or entity.

 

10.

Check if the Aggregate Amount in Row 9 Excludes Certain Shares      ¨

 

11.

Percent of Class Represented by Amount in Row 9 8.25%

 

12.

Type of Reporting Person PN

 

 

CUSIP No.   42703A109

13G

Page 2 of 4

 

ITEM 1	(a)	NAME OF ISSUER    HERBORIUM GROUP, INC.
	(b)	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
		Park 80W Plaza II, Suite 200, Saddle Brook, NJ  07663
ITEM 2	(a)	NAME OF PERSON FILING   Tarpon Bay Partners LLC
	(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
		17210 Germano Court, Naples, FL 34110
	(c)	CITIZENSHIP   United States
	(d)	TITLE OF CLASS OF SECURITIES   Common Stock, par value $0.001
	(e)	CUSIP NUMBER   42703A109
ITEM 3		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)

¨ Broker or dealer registered under section 15 of the Act

(b)

¨ Bank as defined in section 3(a)(6) of the Act

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940

(e)

¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f)

¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

(g)

¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

 

CUSIP No.   42703A109

13G

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(h)

¨ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act

(i)

¨ 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

(j)

¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

 

If this statement is filed pursuant to Rule 13d-1(c), check this box x

 

ITEM 4

OWNERSHIP

 

(a)          Amount beneficially owned: Reporting Person holds 128,617 shares of Issuer’s common stock. The shares were issued pursuant to a partial conversion of a convertible promissory note held by Reporting Person. The convertible promissory note is subject to restriction of beneficial ownership prohibiting the holder from beneficially owning greater than 9.9% of the Issuer’s common stock at any given time. Reporting Person expressly disclaims any beneficial ownership in shares of common stock of Issuer held by any other person or entity.

 

(b)          Percent of class: 8.25%

 

(c)          Number of shares as to which the person has:

  

(i) Sole power to vote or to direct the vote: 128,617

 

(ii) Shared power to vote or to direct the vote: 128,617

 

(iii) Sole power to dispose or to direct the disposition of: 128,617

 

(iv) Shared power to dispose or to direct the disposition of: 128,617

  

ITEM 5

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

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

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

ITEM 7

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

N/A

 

 

CUSIP No.   42703A109

13G

Page 4 of 4

 

ITEM 8

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

N/A

 

ITEM 9

NOTICE OF DISSOLUTION OF GROUP

 

N/A

 

ITEM 10

CERTIFICATION

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being 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.

 

 

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.

 

	February 11, 2014
	Tarpon Bay Partners LLC
	By:	/s/ Stephen Hicks
		Manager