Filing Details

Accession Number:
0001140361-16-061325
Form Type:
13G Filing
Publication Date:
2016-04-18 08:16:03
Filed By:
Typenex Co-investment, Llc
Company:
Verde Science Inc. (OTCMKTS:VRCI)
Filing Date:
2016-04-18
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Typenex Co-Investment 2,384,381 7 2,384,381 9 2,384,381 9.9%
Red Cliffs Investments, Inc.46 2,384,381 7 2,384,381 9 2,384,381 9.9%
JFV Holdings Inc.36-44 2,384,381 7 2,384,381 9 2,384,381 9.9%
John M Fife 2,384,381 7 2,384,381 9 2,384,381 9.9%
Filing


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
(Amendment No. n/a )*
 
Verde Science, Inc. 

(Name of Issuer)
 
Common Stock, $.001 par value

(Title of Class of Securities)
 
92337L203

(CUSIP Number)
 
April 18, 2016

(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     o  Rule 13d-1(b)
 
     x  Rule 13d-1(c)
 
     o  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.  92337L203      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Typenex Co-Investment, LLC
20-0495695
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Utah
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 2,384,381*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,384,381*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,384,381*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.9*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 OO
 
FOOTNOTES
  
 * Reporting person Typenex Co-Investment, LLC ("Typenex") has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 2,384,381 shares, which is 9.99% of the 23,867,679 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on December 15, 2015).
 
CUSIP No.  92337L203      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Red Cliffs Investments, Inc.
46-2676148
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Utah
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 2,384,381*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,384,381*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,384,381*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.9*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 
FOOTNOTES
  
 * Reporting person Red Cliffs Investments, Inc is the Manager of reporting person Typenex. Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 2,384,381 shares, which is 9.99% of the 23,867,679 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on December 15, 2015).
 
CUSIP No.  92337L203      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 JFV Holdings Inc.
36-4426825
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
3 SEC USE ONLY
  
  
   
4 CITIZENSHIP OR PLACE OF ORGANIZATION
  
 Illinois
    
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER
  
 2,384,381*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,384,381*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,384,381*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.9*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 CO
 
FOOTNOTES
  
 * Reporting person JFV Holdings, Inc. is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 2,384,381 shares, which is 9.99% of the 23,867,679 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on December 15, 2015).
 
CUSIP No.  92337L203      
 
      
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 John M Fife
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a)   o
 (b)   o
   
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
  
 2,384,381*
   
6 SHARED VOTING POWER
  
 
   
7 SOLE DISPOSITIVE POWER
  
 2,384,381*
   
8 SHARED DISPOSITIVE POWER
  
 
   
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 2,384,381*
   
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
 o
   
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
 9.9*%
   
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 IN
 
FOOTNOTES
  
 * Reporting person John M. Fife is the sole shareholder of reporting person JFV Holdings, Inc., which is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer’s common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer’s common stock that Typenex may own, would exceed such a cap. Typenex’s ownership cap is 9.99%. Thus, the number of shares of the Issuer’s common stock beneficially owned by Typenex as of the date of this filing was 2,384,381 shares, which is 9.99% of the 23,867,679 shares that were outstanding on that date (as reported in the Issuer’s Form 10-Q filed on December 15, 2015).
 

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.
 
 
 Typenex Co-Investment, LLC
 
    
Date: April 18, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
 Red Cliffs Investments, Inc.
 
    
Date: April 18, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
 JFV Holdings Inc.
 
    
Date: April 18, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   Title:  President 
    
 
 
 
  
    
Date: April 18, 2016
By:
/s/  John M Fife 
   Name: John M Fife 
   
    
 
Footnotes:

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)