Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Southern Concepts Restaurant Group, Inc.

(Name of Issuer)

Common stock, no par value per share

(Title of Class of Securities)

84264D106

(CUSIP Number)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  £  Rule 13d-1(b)

  T  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).

 

 

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1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Stephen Joseph Cominsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			30,346,047
		6	SHARED VOTING POWER
			19,058
		7	SOLE DISPOSITIVE POWER
			327,122
		8	SHARED DISPOSITIVE POWER
			19,058
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	30,365,105
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.69%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

 

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Item 1.

 

(a)       Name of Issuer:

 

Southern Concepts Restaurant Group, Inc.

 

(b)      Address of Issuer’s Principal Executive Offices:

 

2 N. Cascade Ave., Suite 1400

Colorado Springs, Colorado 80903

Item 2.

 

(a)        Name of Persons Filing:

Stephen Joseph Cominsky

 

(b)       Address of Principal Business Office:

5935 Blue Sage Way

Littleton, Colorado 80123

 

(c)       Citizenship:

 

Colorado

 

(d)       Title of Class of Securities:

 

Common stock, no par value per share

 

(e)        CUSIP Number:

84264D106

 

 

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Item 3.     If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)	£	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	£	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	£	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	£	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	£	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	£	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	£	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	£	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j)	£	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
(k)	£	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

 

Item 4.     Ownership

(a)           Amount Beneficially Owned:

30,365,105(1)
 

(b)             Percent of Class:

17.69%(2)

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

(i)

Sole power to vote or to direct the vote:  30,346,047(3)

(ii)

Shared power to vote or to direct the vote:  19,058(4)

(iii)

Sole power to dispose or to direct the disposition of:  327,122(5)

(iv)

Shared power to dispose or to direct the disposition of:  19,058(4)

 

 

 

 

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(1)

Includes (i) 327,122 shares of the common stock, no par value per share (“Common Stock”), of Southern Concepts Restaurant Group, Inc. (the “Issuer”) held by Mr. Cominsky, (ii) 19,058 shares of Common Stock held by Mr. Cominsky’s spouse, and (iii) 1,200,757 shares of the Issuer’s Series A Convertible Preferred Stock, par value $0.001 per share (“Preferred Stock”), held by Mr. Cominsky that entitle Mr. Cominsky to 30,018,925 votes.  Each share of Preferred Stock is convertible at the option of the holder into one shares of Common Stock upon written notice to the Issuer by February 15th of each calendar year with conversion to take place on March 1st of such calendar year.  Each share of Preferred Stock has 25 votes per share and the Preferred Stock votes as a single class with the Common Stock upon any matter submitted for approval by the holders of Common Stock.

 

(2)	Percentage of class based upon 49,524,654 outstanding shares of Common Stock and 4,884,859 outstanding shares of Preferred Stock entitled to 122,121,475 votes reported per Southern Concepts Restaurant Group, Inc.'s CFO communication dated April 1, 2015.

 

(3)

Includes 327,122 shares of Common Stock held by Mr. Cominsky and (ii) 1,200,757 shares of Preferred Stock held by Mr. Cominsky.  The holders of Preferred Stock and Common Stock vote as a single class with each share of Preferred Stock having 25 votes thus enabling Mr. Cominsky to 30,018,925 votes in connection with his Preferred Stock.

(4)	Shares of Common Stock held by Mr. Cominsky’s spouse.

(5)	Includes 327,122 shares of Common Stock held by Mr. Cominsky.

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

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

 

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Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

 

 

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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.

Dated:  April 2, 2015

	/s/ Stephen Joseph Cominsky

 

 

 

 

 

 

 

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