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 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Life on Earth Inc. |
(Name of Issuer) |
Common Stock
(Title of Class of Securities)
53216T 10 5
(CUSIP Number)
April 5, 2021
(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 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).
SCHEDULE 13G
CUSIP No. 53216T 10 5
1 | Names of Reporting Persons
Joseph W & Patricia G Abrams Family Trust dtd 3/15/95 IRS Identification No. of Above Persons (Entities Only) | |||||
2 | Check the appropriate box if a member of a Group (see instructions)
(a) ☐ (b) ☐ | |||||
3 | Sec Use Only
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4 | Citizenship or Place of Organization
USA |
Number of Person With: | 5 | Sole Voting Power
1,600,000 | ||
6 | Shared Voting Power
288,035 (1) | |||
7 | Sole Dispositive Power
1,600,000 | |||
8 | Shared Dispositive Power
288,035 |
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,888,035 | ||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ | ||||
11 | Percent of class represented by amount in row (9)
7.2%(2) | ||||
12 | Type of Reporting Person (See Instructions)
OO |
___________
(1) | Shares attributable to the filer based on 50% ownership of an LLC holding shares of common stock |
(2) | Calculated based on 26,083,833 shares of common stock outstanding as disclosed in the Issuer’s 10-Q filed with the SEC on April 14, 2021 |
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Item 1.
(a) | Name of Issuer: Life on Earth, Inc. |
(b) | Address of Issuer’s Principal Executive Offices: |
| 575 Lexington Ave, 4th Floor New York, NY 10022 |
Item 2.
(a) | Name of Person Filing: Joseph W & Patricia G Abrams Family Trust dtd 3/15/95 |
(b) | Address of Principal Business Office or, if None, Residence: |
| 131 Laurel Grove Ave Kentfield, CA 94904 |
(c) | Citizenship: |
| USA |
(d) | Title and Class of Securities: |
| Common Stock |
(e) | CUSIP No.: |
| 53216T 10 5 |
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) | ☐ | Broker or dealer registered under Section 15 of the Act; |
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(b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
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(c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(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; |
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(j) | ☐ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k) | ☐ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
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Item 4. Ownership
(a) | Amount Beneficially Owned: |
| 1,888,035 |
(b) | Percent of Class: |
| 7.2% |
(c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
|
| 1,600,000 |
| (ii) | Shared power to vote or to direct the vote: |
|
| 288,035 |
| (iii) | Sole power to dispose or to direct the disposition of: |
|
| 1,600,000 |
| (iv) | Shared power to dispose or to direct the disposition of: |
|
| 288,035 |
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 five percent of the class of securities, check the following ☐.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person.
Item 8. Identification and classification of members of the group.
Item 9. Notice of Dissolution of Group.
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.
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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.
Dated: May 6, 2021 |
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By: | /s/ Joe Abrams |
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Name: | Joe Abrams, Trustee for Joseph W & Patricia G Abrams Family Trust dtd 3/15/95 |
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