Statement of Ownership (sc 13g)

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.)* 

WOWIO, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

98212D307

(CUSIP Number)

August 5, 2015

(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)

 

√ Rule 13d-1(c)

 

□ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for the reporting person’s initial filling on this form with respect to the class of 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.	98212D307

  

1	NAMES OF REPORTING PERSONS  Brian Altounian
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)  (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION  United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON  WITH:		5	SOLE VOTING POWER  750,000,770 shares of common stock; and 4,330,000 shares of non-convertible Series A preferred stock representing 216,500,000 votes; and 4 shares of non-convertible Series D preferred stock representing 4,919,638,596 votes.
		6	SHARED VOTING POWER  4,842 shares of common stock
		7	SOLE DISPOSITIVE POWER  750,000,770 shares of common stock; and 4,330,000 shares of non-convertible Series A preferred stock representing 216,500,000 votes; and 4 shares of non-convertible Series D preferred stock representing 4,919,638,596 votes.
		8	SHARED DISPOSITIVE POWER  4,842 shares of common stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  750,005,612 shares of common stock; and 4,330,000 shares of non-convertible Series A preferred stock representing 216,500,000 votes; and 4 shares of non-convertible Series D preferred stock representing 4,919,638,596 votes.
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9)  Excludes certain shares ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  95.91%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  IN

 

 

ITEM 1.

 

(a)

NAME OF ISSUER:

 

Wowio, Inc.

 

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210

 

ITEM 2.

 

(a)

NAME OF PERSON FILING:

 

Brian Altounian

 

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

9107 Wilshire Blvd., Suite 450, Beverly Hills, CA 90210

 

(c)

CITIZENSHIP:

 

Mr. Altounian is a citizen of the United States of America.

 

(d)

TITLE OF CLASS OF SECURITIES:

 

Common

 

(e)

CUSIP NUMBER:

 

92856B107

 

ITEM 3.          STATEMENT FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b)

 

(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)(ii)(G);

 

 

(h) ☐     A savings association 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) ☐      Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

ITEM 4.          OWNERSHIP

 

(a)

Amount Beneficially Owned: 750,005,612 shares of common stock; and 4,330,000 shares of non-convertible Series A preferred stock representing 216,500,000 votes; and 4 shares of non-convertible Series D preferred stock representing 4,919,638,596 votes.

 

(b)

Percent of Class: 95.971%

 

(c)

Number of shares as to which such person has:

 

(i) sole power to vote or direct the vote:
750,000,770 shares of common stock; and 4,330,000 shares of non-convertible Series A preferred stock representing 216,500,000 votes; and 4 shares of non-convertible Series D preferred stock representing 4,919,638,596 votes.

 

(ii) shared power to vote or direct the vote:
4,842 shares of common stock.

 

(iii) sole power to dispose or to direct the disposition of:
750,000,770 shares of common stock; and 4,330,000 shares of non-convertible Series A preferred stock representing 216,500,000 votes; and 4 shares of non-convertible Series D preferred stock representing 4,919,638,596 votes.

 

(iv) shared power to dispose or to direct the disposition of:
4,842 shares of common stock.

 

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 5 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 OR CONTROL PERSON:

 

N/A

 

 

ITEM 8.          IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

N/A

 

ITEM 9.          NOTICE OF DISSOLUTION OF GROUP:

 

N/A

 

ITEM 10.        CERTIFICATIONS:

 

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 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.

 

	BRIAN ALTOUNIAN
Date: August 11, 2015	By:	/s/ Brian Altounian
		Name: Brian Altounian