Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
Vanguard
Minerals Corporation
|
(Name
of Issuer)
|
COMMON
STOCK, PAR VALUE $0.001 PER SHARE
|
(Title
of Class of Securities)
|
92205L
202
|
(CUSIP
Number)
|
James
Price
402
West Broadway, Suite 2800
San
Diego, CA 92101
(619)481-3400
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
April
23, 2010
|
(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 Rule 13d-1(e) , Rule 13d-1(f) or Rule
13d-1(g), check the following box. ¨
|
*
|
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. 92205L
202
|
SCHEDULE
13D
|
PAGE
2 OF 6
|
|
1
|
NAME
OF REPORTING PERSON
James
Price
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See
Instructions)
(a) o
(b) o
|
||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER OF
SHARES
BENEFICIALLY
|
7 SOLE
VOTING POWER
860,000(1)*
|
||
|
OWNED BY
EACH
REPORTING
|
8 SHARED
VOTING POWER
0
|
||
|
PERSON
WITH
|
9 SOLE
DISPOSITIVE POWER
860,000(1)*
|
||
|
10 SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,000(1)*
|
||||
|
12
|
CHECK
BOX, IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(See
Instructions)
|
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.1%*
|
||||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
Footnotes:
(1) Mr.
Price acquired 860,000 shares of Common Stock on April 23,
2010.
* The
issuer currently has 1,455,499 shares of stock issued and outstanding as of
April 23, 2010. There are no current outstanding options or warrants
to acquire stock.
|
CUSIP
No. 92205L
202
|
SCHEDULE
13D
|
PAGE 3
OF 6
|
|
Item 3.
|
Source
and Amount of Funds or Other
Consideration.
|
On April
23, 2010, the registrant completed a sale transaction whereby it sold 1,000,000
of its common shares at a price per share of $1.50. The per share
purchase price was paid in the form of shares of PEI Worldwide Holdings, Inc., a
Nevada corporation ("PEI"). The per share purchase price was derived
from the closing price of shares of PEI on April 20, 2010 as listed on the Pink
Sheets, which was $1.50 per share. Therefore, the total purchase
price for the 1,000,000 common shares was $1,500,000. 860,000 of the
shares were pu
rchased by James Price. The shares of PEI were shares
personally owned by Mr. Price.
This was
a related-party transaction. Mr. Price is our sole director and he
approved this transaction. There was no disinterested director who
approved this transaction. There can be no assurance that the price
reported for PEI shares on the Pink Sheets is an accurate reflection of the true
value of PEI shares.
|
CUSIP
No. 92205L
202
|
SCHEDULE
13D
|
PAGE 4
OF 6
|
|
Item 4.
|
Purpose
of the Transaction.
|
This
transaction has the effect of causing a change of control in the
registrant. Prior to this transaction, the registrant had 268,499
shares of common stock issued and outstanding out of 1,666,666
authorized. After this transaction and the concurrent but
unrelated issuance of 187,000 shares to purchasers of our stock, Mr. Price will
own approximately 59.1% of our issued and outstanding stock and remains our sole
director.
A.
Acquisition or Disposition of additional securities of the
issuer. There are no present plans for Mr. Price to acquire or
dispose of additional stock of the issuer and no other specific acquisition or
disposition transactions contemplated at this time, however, the Company is
interested in potential merger and acquisition transactions that it believes are
value added.
B. An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its
subsidiaries; There are no present plans for a merger, reorganization
or liquidation transaction, however, the Company is interested in potential
merger and acquisition transactions that it believes are value
added. In addition, the Company is currently seeking financing
to expand production of its mineral assets. If it is unable to find
such financing, the Company would consider a joint venture or sale of its
mineral properties.
C. A sale
or transfer of a material amount of assets
The
Company would sell its mineral assets if it believed a value added transaction
that was beneficial to the shareholders could be entered into. There
is no such transaction currently in negotiation.
D. Any
change in the present board of directors or management of the issuer, including
any plans or proposals to
change
the number or term of directors or to fill any existing vacancies on the
board. Vladimir Fedyunin, who currently serves as Principal Financial
and Accounting Officer and who is not currently being paid a salary, may be
unwilling to remain working for the Company without being paid a salary on a
current basis. Negotiations with Mr. Fedyunin are
on-going.
Items E
through I: N/A
J.
Similar transactions. Mr. Price has plans to change the name of the
Company. The Company had contemplated changing its name to Aero
Financial, however that plan has been abandoned. Mr. Price has not
yet resolved what a new name for the Company would be, but management believes
that the name Vanguard Minerals Corporation is unnecessarily limits the
corporation's opportunities and does not optimize the corporation's new business
direction.
|
Item 5.
|
Interest
in Securities of the Issuer.
|
(a) Mr.Price
beneficially owns 860,00 shares of Common representing 59.1% of the outstanding
shares of Common Stock. The percentages used herein and elsewhere in
this amendment are based on 1,455,499 shares of Common Stock outstanding, which
represents the number of shares of Common Stock provided by the Issuer to Mr.
Price for purposes of this filing.
(b) Mr.
Price has sole power to vote the shares of Common Stock covered by this Schedule
13D.
(c) Mr.
Price has engaged in the following transactions in the shares of Common Stock
during the last 60 days:
Sale
of Shares of Common Stock:
|
Date
of Transaction
|
Number
of Shares
|
Price
Per Share
|
Type
of Transaction
|
|
None
|
|
CUSIP
No. 92205L
202
|
SCHEDULE
13D
|
PAGE
5 OF 6
|
(d) Not
applicable.
(e) Not
applicable.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationship with Respect to Securities of
the Issuer
|
As the
sole director and majority shareholder of the Corporation, Mr. Price has a wide
degree of control with respect to the affairs and business of the
issuer. There are no other current contracts, arrangements or
understandings with respect to Securities of the Issuer and Mr. Price other than
the transactions described in this form. However, the Company is
currently evaluating as many opportunities as possible for growth and expansion,
including but not limited to an acquisition or merger transaction. No
specific such transaction has been identified and there are no current
negotiations with respect to the same. Mr. Price has a controlling
interest in Aero Financial, Inc.("Aero") Although there are no present
understandings or plans with respect to any transactions between Aero Financial
and the Issuer, Mr. Price may, based on his control of both entities, be able to
enter into such a transaction without additional approvals. The
Company intends to maximize its future growth and revenue potential and does not
rule out the possibility of a transaction or transactions with Aero in the
future or any other merger or acquisition transaction which the Company believes
would be value-added.
|
Item 7.
|
Material
to be Filed as Exhibits.
|
|
Exhibit
Number
|
Description
|
|
|
1
|
Stock
Purchase Agreement filed by the regisrant as Exhibit 99.1 to
Form 8K as filed on April 23, 2010 and incorporated herein by
reference.
|
|
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CUSIP
No. 92205L
202
|
SCHEDULE
13D
|
PAGE 6
OF 6
|
SIGNATURE
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated:
April 26, 2010
|
By:
/s/ James
M. Price
|
|
Name:
James M. Price
|
|
Title:
President and CEO
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