-----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, S+nSxnVLNsTn9sgLjiDr79tm+AzM6DDdBRAU3FitPVIQsdkitQz7nnprhO/gPDwZ 1cSVS2L31Ll+ycvwIVlIRQ== 0001301017-05-000030.txt : 20050209 0001301017-05-000030.hdr.sgml : 20050209 20050209165124 ACCESSION NUMBER: 0001301017-05-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEST MICHAEL D CENTRAL INDEX KEY: 0001202529 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: ONE INNOVATION DR CITY: WORCESTER STATE: MA ZIP: 01605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: A.C.T Holdings, Inc. CENTRAL INDEX KEY: 0001140098 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870656515 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79462 FILM NUMBER: 05589365 BUSINESS ADDRESS: STREET 1: 381 PLANTATION STREET CITY: WORCESTER STATE: MA ZIP: 01605 BUSINESS PHONE: 508-756-1212 MAIL ADDRESS: STREET 1: 381 PLANTATION STREET CITY: WORCESTER STATE: MA ZIP: 01605 FORMER COMPANY: FORMER CONFORMED NAME: ACT Holdings Inc. DATE OF NAME CHANGE: 20050204 FORMER COMPANY: FORMER CONFORMED NAME: C T Holdings Inc DATE OF NAME CHANGE: 20050204 FORMER COMPANY: FORMER CONFORMED NAME: TWO MOONS KACHINAS CORP DATE OF NAME CHANGE: 20010507 SC 13D 1 west_13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* A.C.T. Holdings, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00088R105 (CUSIP Number) MICHAEL D. WEST 381 PLANTATION STREET, WORCESTER, MA 01605, (508) 756-1212 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 31, 2005 (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * 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). 1 CUSIP No. 00088R105 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). MICHAEL D. WEST --------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ---------------------------------------------------- (b) ----------------------------------------------------- 3. SEC Use Only 4. Source of Funds (See Instructions) OO ---- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization U.S. ---- Number of 7. Y Sole Voting Power 1,500,500* ------------- Shares Beneficially 8. Shared Voting Power 6,811,146 ----------- Owned by Each 9. Y Sole Dispositive Power 1,500,000* ------------ Reporting Person 10. Shared Dispositive Power 6,811,146 ----------- With * Include number if all options held are exercised, based on options exercisable within 60 days. 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,311,146 ----------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 33.6% ------- 14. Type of Reporting Person (See Instructions) IN --- 2 ITEM 1. SECURITY AND ISSUER - ---------------------------- This statement relates to shares of the common stock, $.001 par value of A.C.T. Holdings, Inc., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 381 Plantation Street, Worcester, MA 01605. ITEM 2. IDENTITY AND BACKGROUND - -------------------------------- (a) Name: Michael D. West (b) Business Address: 381 Plantation Street, Worcester, MA 01605 (c) Present Principal Occupation: President and Director of the Issuer (d) Disclosure of Criminal Proceedings: Dr. West has not been convicted in any criminal proceeding at any time. (e) Disclosure of Civil Proceedings: Dr. West has not been subject to any judgement, decree or final order enjoining violations of or prohibiting or mandating activities subject to federal or state securities or finding any violations with respect to such laws. (f) Citizenship: Dr. West is a citizen of the U.S. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION - ---------------------------------------------------------- Dr. West was the holder of options to purchase 1,500,000 shares of common stock in Advanced Cell Technology, Inc., which were converted into options to purchase 1,500,000 shares of Issuer's common stock pursuant to a merger which closed on January 31, 2005. ITEM 4. PURPOSE OF TRANSACTION - ------------------------------- Dr. West was the holder of options to purchase 1,500,000 shares of common stock in Advanced Cell Technology, Inc., which were converted into options to purchase 1,500,000 shares of Issuer's common stock pursuant to a merger which closed on January 31, 2005. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER - --------------------------------------------- Dr. West beneficially owns a total of 8,311,146 shares of the Issuer's common stock as follows: (a) Dr. West was the holder of options to purchase 1,500,000 shares of common stock in Advanced Cell Technology, Inc., which were converted into options to purchase 1,500,000 shares of Issuer's common stock pursuant to a merger agreement which closed on January 31, 2005. All of the options held by Dr. West are immediately exercisable. Dr. West also beneficially owns 6,811,146 shares indirectly as an officer and directors of ACT Group. Dr. West's total beneficial ownership of 8,311,146 shares comprises 33.6% of the Issuer's total issued and outstanding shares. (b) Should Dr. West exercise all of his options, Dr. West will have sole voting and dispositive power as to the 1,500,000 shares issuable upon exercise and shared voting and dispositive power of 6,811,146 shares which are owned by ACT Group. (c) Dr. West was the holder of options to purchase 1,500,000 shares of common stock in Advanced Cell Technology, Inc., which were converted into options to purchase 1,500,000 shares of Issuer's common stock pursuant to a merger which closed on January 31, 2005. (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO - ------------------------------------------------------------------------------- SECURITIES OF THE ISSUER ------------------------ Reference is made to the reports on Form 8-K made by the Issuer on January 4, 2005 and February 4, 2005 regarding the transaction in which the Dr. West became entitled to options to purchase 1,500,000 shares of Issuer's common stock and in which ACT Group became entitled to receive 6,811,146 shares of Issuer's common stock pursuant to a merger that closed on January 31, 2005. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS - ----------------------------------------- Reference is made to Exhibit 10 filed as an exhibit to the Issuer's current report on Form 8-K filed January 4, 2005 (if applicable). 3 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. February 09, 2005 - ------------------------------------------------------------ Date /s/ Michael D. West - ------------------------------------------------------------ Michael D. West The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) 4 -----END PRIVACY-ENHANCED MESSAGE-----