-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jn6P8AQtW4w7BNbMIm+9DM098fufSqxYzPUBrC0O6Pnga4iU/gA0RMPLGmE7bQ92 N9xvS+sht9z9NfuEeXm/xQ== 0000912282-08-001193.txt : 20080807 0000912282-08-001193.hdr.sgml : 20080807 20080807162214 ACCESSION NUMBER: 0000912282-08-001193 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080807 DATE AS OF CHANGE: 20080807 GROUP MEMBERS: ALNESH MOHAN GROUP MEMBERS: CORNER MARKET CAPITAL CORPORATION GROUP MEMBERS: CORNER MARKET CAPITAL U.S., INC. GROUP MEMBERS: CORNER MARKET MANAGEMENT INC. GROUP MEMBERS: MPIC CANADIAN LIMITED PARTNERSHIP GROUP MEMBERS: SANJEEV PARSAD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Chanticleer Holdings, Inc. CENTRAL INDEX KEY: 0001106838 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 522102141 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81795 FILM NUMBER: 08998916 BUSINESS ADDRESS: STREET 1: 4201 CONGRESS STREET, STREET 2: SUITE 145, CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 704-366-5122 MAIL ADDRESS: STREET 1: 4201 CONGRESS STREET, STREET 2: SUITE 145, CITY: CHARLOTTE STATE: NC ZIP: 28209 FORMER COMPANY: FORMER CONFORMED NAME: TULVINE SYSTEMS INC DATE OF NAME CHANGE: 20000214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MPIC Fund I LP CENTRAL INDEX KEY: 0001363357 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 35-103 PARKSIDE DR CITY: PORT MOODY BC V3H 4Y* STATE: A1 ZIP: 00000 MAIL ADDRESS: STREET 1: 35-103 PARKSIDE DR CITY: PORT MOODY BC V3H 4Y* STATE: A1 ZIP: 00000 SC 13G 1 mpic13g-chanticleer_072308.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

SCHEDULE 13G

 

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 19341

 

Chanticleer Holdings, Inc.

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

 

 

15930P107

(CUSIP Number)

 

 

July 23, 2008

(Date of Event Which Requires Filing of This Statement)

 

 

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

 

o

 

Rule 13d-1(b)

x

 

Rule 13d-1(c)

o

 

 

Rule 13d-1(d)

 

 

 

 

 

_________________________

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 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. 15930P107

13G

Page 2 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

MPIC Fund I, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

PN

 

 


 

CUSIP No. 15930P107

13G

Page 3 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

MPIC Canadian Limited Partnership

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Vancouver, British Columbia, Canada

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

PN

 


 

CUSIP No. 15930P107

13G

Page 4 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Corner Market Capital U.S., Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 15930P107

13G

Page 5 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Corner Market Management Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Vancouver, British Columbia, Canada

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 15930P107

13G

Page 6 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Corner Market Capital Corporation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Vancouver, British Columbia, Canada

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 15930P107

13G

Page 7 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Alnesh Mohan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 15930P107

13G

Page 8 of 14 Pages

 


1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

 

Sanjeev Parsad

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                   (a)  x

                                                                                                                                                  (b)  o

 

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

5

SOLE VOTING POWER

NUMBER OF

 

0

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

 

63,004

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

 

0

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

 

63,004

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,004

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                         o

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.3%

12

TYPE OF REPORTING PERSON

 

CO

 


 

CUSIP No. 15930P107

13G

Page 9 of 14 Pages

 

Item 1

(a).

Name of Issuer:

 

Chanticleer Holdings, Inc.

 

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

 

4201 Congress Street, Suite 145, Charlotte, NC 28209

 

Item 2

(a).

Name of Person Filing:

 

i)    MPIC Fund I, LP with respect to the shares of common stock directly owned by it.

ii)   MPIC Canadian Limited Partnership with respect to the shares of common stock directly owned by it.

iii)  Corner Market Capital U.S., Inc. with respect to the shares of common stock directly owned by it.

iv)   Corner Market Capital Corporation with respect to the shares of common stock beneficially owned by it.

v)    Alnesh Mohan with respect to the shares of common stock beneficially owned by him.

vi)   Sanjeev Parsad with respect to the shares of common stock beneficially owned by him.

 

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

 

i)

MPIC Fund I, LP

 

101 Fernway Drive

 

Port Moody, BC V3H5L9

 

Canada

 

ii)

MPIC Canadian Limited Partnership

 

Suite 1620, Box 36

 

1140 West Pender Street

 

Vancouver, BC V6E4G1

 

Canada

 

iii)

Corner Market Capital U.S., Inc.

 

101 Fernway Drive

 

Port Moody, BC V3H5L9

 

Canada

 

iv)

Corner Market Management Inc.

 

101 Fernway Drive

 

Port Moody, BC V3H5L9

 

Canada

 

v)

Corner Market Capital Corporation

 

101 Fernway Drive

 

Port Moody, BC V3H5L9

 

Canada

 

vi)

Alnesh Mohan

 

101 Fernway Drive

 

Port Moody, BC V3H5L9

 

Canada

 

vii)

Sanjeev Parsad

 

101 Fernway Drive

 

Port Moody, BC V3H5L9

 

Canada


 

CUSIP No. 15930P107

13G

Page 10 of 14 Pages

 

Item 2

(c).

Citizenship:

 

 

See Item 4 of the cover page

 

Item 2

(d).

Title of Class of Securities:

 

Common Stock

 

Item 2

(e).

CUSIP Number:

 

15930P107

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

o

 

Broker or dealer registered under Section 15 of the Act;

 

 

(b)

o

 

Bank as defined in Section 3(a)(6) of the Act;

 

 

(c)

o

 

Insurance Company as defined in Section 3(a)(19) of the Act;

 

 

(d)

o

 

Investment Company registered under Section 8 of the Investment Company Act;

 

 

(e)

o

 

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

(f)

o

 

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

(g)

o

 

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

(h)

o

 

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

 

(i)

o

 

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:

 

 

(j)

o

 

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 

 

x

If this statement is filed pursuant to Rule 13d-1(c), check this box.

 

Item 4.

Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 

 

(a)

Amount beneficially owned:

 

See Item 9 on the cover page

 

 

(b)

Percent of class:

 

See Item 11 on the cover page

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote

 

 

(ii)

Shared power to vote or to direct the vote

 

 

(iii)

Sole power to dispose or to direct the disposition of

 


 

CUSIP No. 15930P107

13G

Page 11 of 14 Pages

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

As of August 1, 2008, (i) MPIC Fund I, LP directly owned 58,000 shares of common stock; (ii) MPIC Canadian Limited Partnership directly owned 504 shares of common stock; and (iii) Corner Market Capital U.S., Inc. directly owned 500 shares of common stock. Corner Market Capital U.S., Inc. is the general partner of MPIC Fund I, LP. Corner Market Management Inc. is the general partner of MPIC Canadian Limited Partnership. Corner Market Capital U.S., Inc. and Corner Market Management Inc. are both wholly owned subsidiaries of Corner Market Capital Corporation. The foregoing should not be construed in and of itself as an admission by any reporting person as to the beneficial ownership of shares of common stock owned by another reporting person.

 

Corner Market Capital Corporation, which has, indirectly through its subsidiaries Corner Market Capital U.S., Inc. and Corner Market Management Inc., the power to vote or to direct the vote, and to dispose or to direct the disposition of, and may be deemed to beneficially own, the 63,004 shares of common stock owned by MPIC Fund I, LP, MPIC Canadian Limited Partnership and Corner Market Capital U.S., Inc. Alnesh Mohan and Sanjeev Parsad as executive officers of Corner Market Capital Corporation may be deemed to be the beneficial owners of all shares of common stock owned by MPIC Fund I, LP, MPIC Canadian Limited Partnership and Corner Market Capital U.S., Inc. Each of Corner Market Capital Corporation, Corner Market Management Inc., Alnesh Mohan and Sanjeev Parsad hereby disclaims beneficial ownership to such shares of common stock, except to the extent of their pecuniary interest therein.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If the 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 o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Corner Market Capital U.S., Inc., as the general partner of MPIC Fund I, LP, has the power to direct the affairs of MPIC Fund I, LP, including the voting and disposition of shares. Corner Market Management Inc., as the general partner of MPIC Canadian Limited Partnership, has the power to direct the affairs of MPIC Canadian Limited Partnership, including the voting and disposition of shares. As the parent of Corner Market Capital U.S., Inc. and of Corner Market Management Inc., Corner Market Capital Corporation has the power to direct the affairs of Corner Market Capital U.S., Inc. and Corner Market Management Inc. Alnesh Mohan and Sanjeev Parsad, as executive officers of Corner Market Capital Corporation directs the operations of Corner Market Capital Corporation.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

N/A

 


CUSIP No. 15930P107

13G

Page 12 of 14 Pages

 

 

Item 8.

Identification and Classification of Members of the Group.

 

N/A

 

Item 9.

Notice of Dissolution of Group.

 

N/A


 

CUSIP No. 15930P107

13G

Page 13 of 14 Pages

 

Item 10.

Certification.

 

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.

 

 

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: August 5, 2008

 

 

 

MPIC Fund I, LP

 

By: Corner Market Capital U.S., Inc,. its General Partner

 

By: /s/ Alnesh Mohan

Name: Alnesh Mohan

Title: Managing Partner

 

MPIC Canadian Limited Partnership

 

By: Corner Market Management Inc., its General Partner

 

By: /s/ Sanjeev Parsad

Name: Sanjeev Parsad

Title: Managing Partner

 

 

 

Corner Market Capital U.S., Inc.

 

 

By: /s/ Alnesh Mohan

Name: Alnesh Mohan

Title: CEO

 

Corner Market Capital Corporation

 

 

By: /s/ Sanjeev Parsad

Name: Sanjeev Parsad

Title: President

 

 

 

 

/s/ Alnesh Mohan

Alnesh Mohan

 

/s/ Sanjeev Parsad

Sanjeev Parsad


CUSIP No. 15930P107

13G

Page 14 of 14 Pages

 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Apollo Gold Corporation and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

Dated: August 5, 2008

 

 

 

MPIC Fund I, LP

 

By: Corner Market Capital U.S., Inc,. its General Partner

 

By: /s/ Alnesh Mohan

Name: Alnesh Mohan

Title: Managing Partner

 

MPIC Canadian Limited Partnership

 

By: Corner Market Management Inc., its General Partner

 

By: /s/ Sanjeev Parsad

Name: Sanjeev Parsad

Title: Managing Partner

 

 

 

Corner Market Capital U.S., Inc.

 

 

By: /s/ Alnesh Mohan

Name: Alnesh Mohan

Title: CEO

 

Corner Market Capital Corporation

 

 

By: /s/ Sanjeev Parsad

Name: Sanjeev Parsad

Title: President

 

 

 

 

/s/ Alnesh Mohan

Alnesh Mohan

 

/s/ Sanjeev Parsad

Sanjeev Parsad

 

 


 

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