Amended Statement of Beneficial Ownership (sc 13d/a)
06 Décembre 2017 - 10:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Alltemp,
Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
02012P106
(CUSIP
Number)
David
L. Ficksman, Esq.
TroyGould
1801
Century Park East, Suite 1600
Los
Angeles, California 90067
310-789-1290
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April
27, 2017
(Date
of Event which Requires Filing of this Statement)
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7
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. 02012P106
|
13D
|
Page
2 of 4 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
William
Lopshire
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE
VOTING POWER
30,984,653
|
8.
|
SHARED VOTING POWER
|
9.
|
SOLE DISPOSITIVE POWER
30,984,653
|
10.
|
SHARED
DISPOSITIVE POWER
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,984,653
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) [X]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
CUSIP
No. 02012P106
|
13D
|
Page
3 of 4 Pages
|
Item
1. Security and Issuer.
Common
Stock, $0.001 par value per share
Alltemp,
Inc.
960
Westlake Boulevard, Suite 207
Westlake
Village, California 91361
Item
2. Identity and Background.
This
statement is being filed by William Lopshire (the “Reporting Person”). The Reporting Person is the Issuer’s
President. The principal business address for the Reporting Person is 960 Westlake Boulevard, Suite 207, Westlake Village, California
91361. During the past five years, the Reporting Person has not been convicted in a criminal proceeding nor has been a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result, of which the Reporting Person
was or is not 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. The Reporting Person is a United
States citizen.
This
Amendment No. 1 to the previously filed Schedule 13D is being filed to correct certain prior disclosures, including a calculation
error related to the number of shares beneficially owned by the Reporting Person immediately upon completion of the reverse merger
transaction that was effective April 27, 2017.
Item
3. Source or Amount of Funds or Other Consideration.
The
shares of the Issuer beneficially owned by the Reporting Person were issued in connection with and as the merger consideration
pursuant to the merger of CSES Group, Inc. (“CSES”) into a wholly owned subsidiary of the Issuer. The Reporting Person
was a shareholder of CSES.
Item
4. Purpose of Transaction.
Reference
is made to the disclosure set forth under Item 3.
Item
5. Interest in Securities of the Issuer.
Reference
is made to the disclosure set forth under Items 1 and 3 of this Schedule 13D.
As
of April 27, 2017, the Reporting Person owned directly 15,004,028 shares of Common Stock and currently exercisable stock options
to acquire 15,980,625 shares of Common Stock. Based on 165,853,313 shares of Common Stock outstanding as of April 27, 2017, the
Reporting Person beneficially owned approximately 17.0% of the shares of Common Stock outstanding. This calculation excludes 7,457,625
shares of Common Stock held by the William Lopshire Family Trust, an irrevocable trust for which Robert Khoenle is the Trustee,
as to which the Reporting Person disclaims beneficial ownership.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None.
Item
7. Material to Be Filed as Exhibits.
None.
CUSIP
No. 02012P106
|
13D
|
Page
4 of 4 Pages
|
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.
|
/s/
WILLIAM LOPSHIRE
|
|
William
Lopshire
|
|
|
|
Dated:
December 6, 2017
|
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