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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SCHEDULE
13D
(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)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Under
the
Securities Exchange Act of 1934
(Amendment
No. ______)*
MEDICAL
DISCOVERIES, INC.
(Name
of
Issuer)
COMMON
STOCK, NO PAR VALUE PER SHARE
(Title
of
Class of Securities)
(CUSIP
Number)
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
SEPTEMBER
7, 2007
(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), 13d-1(f) or 13d-1(g), check the following
box. o
*
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.
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CUSIP
No. 58456 E 106
|
13D
|
Page
2 of
4 Pages
|
|
1
|
Names
of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities
Only)
Mobius
Risk Group, LLC EIN
# 01-0616875
|
||
|
2
|
Check
the Appropriate Box if a Member of a
Group
(a)
o
(See
Instructions)
(b)
x
|
||
|
3
|
SEC
Use Only
|
||
|
4
|
Source
of Funds (See
Instructions)
OO
|
||
|
5
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
or
2(e)
|
||
|
6
|
Citizenship
or Place of Organization
Texas
|
||
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
Sole
Voting Power
54,810,738
|
|
|
8
|
Shared
Voting Power
0
|
||
|
9
|
Sole
Dispositive Power
54,810,738
|
||
|
10
|
Shared
Dispositive Power
0
|
||
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
54,810,738
|
||
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
|
13
|
Percent
of Class Represented by Amount in Row (11)
30.0%
|
||
|
14
|
Type
of Reporting Person (See
Instructions)
CO
|
||
|
CUSIP
No. 58456 E 106
|
13D
|
Page 3
of
4 Pages
|
Item
1. Security and Issuer.
This
report relates to the common stock, no par value issued by Medical Discoveries,
Inc., whose principal executive offices are located at 1388 South Foothill
Drive, Suite 266, Salt Lake City, Utah.
Item
2. Identity and Background.
This
report is filed on behalf of Mobius Risk Group, LLC, a Texas limited liability
company (“Mobiusȁ
D;). Mobius is a
commodity advisory firm that provides large energy-consuming companies,
utilities and municipalities, and small to mid-sized exploration and production
companies with services relating to managing energy risk, energy procurement,
asset valuation and management. Mobius also acts as owners’ representative in
the development and management of energy engineering and demand reduction
opportunities as well as provides a full menu of management reports for
budgeting, operations, and regulatory requirements. Its principal office and
principal business address is: Three Riverway, Suite 1700, Houston, Texas.
The
following persons hold the executive office set forth opposite their name.
Each
of the following person’s business address is the same as Mobius.
|
Eric
J. Melvin
|
Chief
Executive Officer
|
|
Jonathon
C. Ragsdale
|
President
and Secretary
|
|
Christine
Anderson
|
Chief
Operating Officer
|
|
Mark
Jackson
|
Senior
Vice President
|
|
Paul
Smith
|
Senior
Vice President
|
The
following persons are members of the Board of Managers of Mobius. Each of the
following person’s business address is the same as Mobius.
|
Eric
J. Melvin
|
|
Helge
Rokenes
|
Except
for Mr. Rokenes, all of the executive officers and Managers of Mobius are
employed primarily by Mobius. Mr. Rokenes is primarily employed as portfolio
manager for the ABH Investor Group, a private equity investor that owns 20%
of
the outstanding ownership interests in Mobius.
Neither
Mobius nor any executive officer or Manager or Mobius has, within the last
five
years, been convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors) or a party to a civil proceeding of a judicial or
administrative body which resulted in 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.
The
securities were acquired in exchange for ownership interests in Global Clean
Energy Holdings, LLC, a Delaware limited liability company that owned certain
proprietary rights, intellectual property, know-how, business plans, financial
projections, contracts, term sheets, business relationships, and other
information relating to the cultivation and production of seed oil from the
seed
of the Jatropha plant, for the purpose of providing feedstock oil intended
for
the production of methyl ester, otherwise known as bio-diesel. Mobius estimates
that the net value of the services contributed to and other investment in Global
Clean Energy Holdings, LLC in exchange for such ownership interests was
approximately $1,027,453.
Item
4. Purpose of Transaction.
The
securities were acquired for investment purposes pursuant to a Share Exchange
Agreement dated September 7, 2007 among Medical Discoveries, Inc., Mobius and
Richard Palmer, a former executive officer and employee of Mobius who became
the
President and Chief Executive Officer of the issuer.
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CUSIP
No. 58456 E 106
|
13D
|
Page 4
of
4 Pages
|
Under
the
terms of the Share Exchange Agreement Mobius and Palmer transferred all of
the
outstanding ownership interests in Global Clean Energy Holdings, LLC to Medical
Discoveries, Inc. in exchange for 63,945,257 shares of common stock issued
by
Medical Discoveries, Inc.; of which 54,810,220 were issued in the name of Mobius
and 9,135,037 were issued in the name of Palmer. Of the shares issued to Mobius,
23,490,095 are held in escrow and will be re-conveyed to the issuer and
cancelled if Medical Discoveries, Inc. does not reach certain performance
milestones. All shares issued under the Share Exchange Agreement are restricted
and may not be transferred without registration or qualification for an
exemption from registration under the Securities Act of 1933 and state
securities laws.
The
Share
Exchange Agreement also provides that Mobius is entitled to nominate one of
the
five directors of the issuer. Other documents signed by the parties in
connection with the Share Exchange Agreement provide for the resignation of
Palmer from Mobius, the employment of Palmer and the appointment of Palmer
to
the board of directors of Medical Discoveries, Inc., the resignation of Ms.
Judy
Robinnett as the Chief Executive Officer and a director of Medical Discoveries,
Inc., and the provision of consulting services by Mobius to Medical Discoveries,
Inc.
Item
5. Interest in Securities of the Issuer.
Mobius
acquired 54,810,200 share of common stock of Medical Discoveries, Inc., which
represent 30.0% of the issued and outstanding shares of Medical Discoveries,
Inc. Mobius has the sole power to vote or direct the vote and the sole power
to
dispose or to direct the disposition of all shares now owned by Mobius. There
have been no transactions by Mobius in shares of Medical Discoveries, Inc.
within the preceding 60 days.
Except
for Palmer, a former executive officer and employee of Mobius, no executive
officer or director of Mobius own any shares of Medical Discoveries, Inc. or
have engaged in any transactions in shares of Medical Discoveries, Inc. during
the preceding 60 days.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Under
the
terms of the Share Exchange Agreement, 23,490,095 shares issued to Mobius (the
“Restricted
Shares”)
are
held in escrow. Of the Restricted Shares, 11,745,048 shares will be released
to
Mobius if Medical Discoveries, Inc. executes land lease agreements and operation
management agreements relating to at least 2,000 hectares suitable for the
planting and cultivation of Jatropha
Curcas,
within
one year, and 11,745,047 shares will be released to Mobius if Medical
Discoveries, Inc. meets certain share price and market capitalization milestones
within two years. Mobius has the right to vote, received dividends, and
otherwise enjoy the rights of a holder of the shares held in escrow pending
distribution. In the event that Medical Discoveries, Inc. does not meet the
specified requirements, the shares held in escrow will be re-conveyed to Medical
Discoveries, Inc. and cancelled and the rights of Mobius with respect to any
re-conveyed shares will terminate.
Item
7. Material to be Filed as Exhibits.
None.
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.
| Date: September 17, 2007 | Mobius Risk Group, LLC | |
| |
|
|
| By: | /s/ Eric J. Melvin | |
|
Eric J. Melvin |
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|
Manager
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