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.
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE 13D/A
(Eight
Amendment)
(Rule
13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
ALLIANCE BIOENERGY PLUS,
INC.
(Name of
Issuer)
COMMON STOCK, PAR VALUE
$0.001
(Title of Class of
Securities)
01890B106
(CUSIP
Number)
Mark W. Koch
400 North
Congress Avenue
West Palm Bach, FL 33401
(888) 607-3555
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 4, 2016
(Date of Event which
Requires Filing Statement on Schedule 13D)
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), 13d-1(f) or 13d-1(g), check the following box ☐.
CUSIP No. 01890B106 13D
| 1. | NAMES OF
REPORTING PERSONS |
|||||
| Mark W. Koch | ||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||||
| (a) ☐ | ||||||
| (b) ☐ | ||||||
| 3. | SEC USE
ONLY |
|||||
| 4. | SOURCE OF FUNDS |
|||||
| OO (see Item 3, below) | ||||||
| 5. | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 | 2,716,142 | |||
| 8. | SHARED VOTING POWER | 6,700,000 | ||||
| 9. | SOLE DISPOSITIVE POWER | 2,716,142 | ||||
| 10. | SHARED DISPOSITIVE POWER | 6,700,000 | ||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 9,416,142 | |||||
| 12. | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |||||
| ☐ | ||||||
| 13. | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) | |||||
| 23.87% | ||||||
| 14. | TYPE OF REPORTING PERSON |
|||||
| IN/CO | ||||||
EXPLANATORY NOTE
The purpose of this Amendment No. 8 to Schedule 13D filing is to disclose ownership of Alliance BioEnergy Plus, Inc. (the “Company”) Common Stock par value $0.001 (the “Stock”). During the month of January 2016, the reporting person sold 43,306 shares of stock on the open market which have not been previously reported. As of January 31, 2016 the reporting person's direct holdings were 1,716,142 shares; 6,021,420 shares are held by AMG Energy Solutions, Inc., a company of which the reporting person is a beneficial owner; 678,580 shares are owned by CTWC, LLC, a company of which the reporting person is a beneficial owner; and 500,000 shares are owned by each of MWK Holdings, Inc. and MWK Holdings, LLC, both of which are companies of which the reporting person is a beneficial owner.
This Schedule 13D is being filed by Mark W. Koch to disclose its ownership of approximately 23.87% of the Company’s outstanding Stock.
Item 1. Security and Issuer.
The name of the issuer is Alliance BioEnergy Plus, Inc., a Nevada corporation which has its principal offices at 400 North Congress Ave. Suite 130, West Palm Beach, FL 33401 (the “Company”). This statement relates to the Company’s Common Stock par value $0.001.
Item 2. Identity and Background.
(a)-(f). This Schedule 13D is being filed by Mark W. Koch, 400 North Congress Ave. Suite 130, West Palm Beach, FL 33401 (the “Reporting Person”).
During the last five years, the Reporting Person has not been (A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
5,000,000 shares of Company Common Stock were originally acquired by the reporting person for a cash payment of $5,000. 1,000,000 of said shares were later transferred to MWK Holdings, Inc. (500,000 shares) and MWK Holdings, LLC (500,000 shares). In addition, the reporting person has divested an additional 2,283,858 of said shares through January 31, 2016. 6,021,420 of the shares were acquired by AMG Energy Solutions, Inc. (“AMG”), a company of which the reporting person is a beneficial owner, which entered into a transaction with the Company whereby the Company issued 6,021,420 shares of Stock to AMG in exchange for the Company acquiring an interest in AMG. An additional 678,580 shares of Stock were issued to CTWC, LLC (a company of which the reporting person is a beneficial owner) in connection with that transaction. See Explanatory Note, above.
Item 4. Purpose of Transaction.
The Reporting Person originally acquired 5,000,000 of the shares of Stock for a cash payment of $5,000. Between the date of acquisition of these shares and December 31, 2015, 3,283,858 shares were either sold or transferred to third parties. 6,021,420 shares of Stock were acquired by AMG in exchange for the Company acquiring an interest in AMG. An additional 678,580 shares of Stock were issued to CTWC, LLC (a company of which the reporting person is a beneficial owner) in connection with that transaction.
Except as set forth in this Schedule 13D, the Reporting Person has made no proposals, and has entered into no agreements, which would be related to or would result in any of the events or matters described in part (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
| (a) | The Reporting Person is the beneficial owner of 9,416,142 shares of Company Stock. The Reporting Person believes the number of shares of the Company’s outstanding common stock to be 39,448,382 as of November 12, 2015. Said amount includes all shares issuable to the Reporting Person on account of Warrants held by the Reporting Person exercisable within sixty (60) days of the date of this report. Other than as described therein, the Reporting Person does not own any other securities of the Company. |
| (b) | The Reporting Person has the sole power to vote and dispose of 2,716,142 shares of the Stock and joint power to vote 6,700,000 shares of the Stock. |
| (c) | Except for the transactions described in the Explanatory Note above, the Reporting Person did not effect any transactions in the issuer’s securities within the past 60 days. |
| (d) | Except as reported herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Person’s securities. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Except as described in the Explanatory Note, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the issuer, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURES
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: March 4, 2016
| /s/ Mark W. Koch | |
| Mark W. Koch | |