-----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, DNwhfM1eCYPrHQCTRxdJX9IVzrSHufzk9wc52LFzy+E+E4z4Jd5j+Gz73JAjBGa4 QTv856RSdZXNM2dRzJxcpA== 0001144204-04-010250.txt : 20040719 0001144204-04-010250.hdr.sgml : 20040719 20040719170424 ACCESSION NUMBER: 0001144204-04-010250 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040719 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC TECHNOLOGY INC CENTRAL INDEX KEY: 0001145202 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330954381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78288 FILM NUMBER: 04920452 BUSINESS ADDRESS: STREET 1: 26586 GUADIANA CITY: MISSION VIEJO STATE: CA ZIP: 92691 BUSINESS PHONE: 800-520-6462 FORMER COMPANY: FORMER CONFORMED NAME: DR PROTEIN COM INC DATE OF NAME CHANGE: 20010718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Khan Raza CENTRAL INDEX KEY: 0001297601 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 212-754-0774 MAIL ADDRESS: STREET 1: C/O MRU HOLDINGS, INC. STREET 2: 600 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10023 SC 13D 1 v04612_13d-khan.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)* MRU HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 55348A102 ------------------------------------ (CUSIP Number) LOUIS W. ZEHIL, ESQ. - -------------------------------------------------------------------------------- MCGUIREWOODS LLP 1345 AVENUE OF THE AMERICAS, SEVENTH FLOOR NEW YORK, NY 10105 (212) 548-2164 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 8, 2004 - -------------------------------------------------------------------------------- (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). Page 1 of 5 pages SCHEDULE 13D ================================== CUSIP NO. 55348A102 13D ================================== ================================================================================ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KHAN, RAZA - -------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION US ================================================================================ NUMBER OF 7 SOLE VOTING POWER SHARES 3,082,559 (SEE ITEM 5) ---------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 ---------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,082,559 (SEE ITEM 5) ---------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 0 ================================================================================ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,082,559 (SEE ITEM 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN ================================================================================ Page 2 of 5 pages SCHEDULE 13D Item 1. Security and Issuer This statement on Schedule 13D relates to the common stock, $.001 par value per share (the "Common Stock") of MRU Holdings, Inc., a Delaware corporation (the "Company") (formerly known as Pacific Technology, Inc.), the principal executive offices of which are located at 600 Lexington Avenue, New York, NY 10022. Item 2. Identity and Background This statement is being filed on behalf of Raza Khan, the President of MRU Holdings, Inc., 600 Lexington Avenue, New York, New York 10022. During the last five years, the filing person has neither been (i) convicted in any criminal proceeding, nor (ii) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he is or was subject to any 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 shares of Common Stock reported hereby were exchanged for shares of Iempower, Inc., of which Raza Khan was a founder, in a share exchange transaction which occurred on July 8, 2004. See Item 5, below for further details regarding this transaction. Also, see the Company's Information Statement on Schedule 14C dated June 14, 2004 and filed with the Securities and Exchange Commission on June 15, 2004 (the "Information Statement"). Item 4. Purpose of Transaction Raza Khan acquired the shares of Common Stock reported hereby for investment purposes only. Mr. Khan does not have any plan or proposal which relates to, or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; Page 3 of 5 pages (f) any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933; or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer Effective July 8, 2004, the Company acquired 100% of the outstanding capital stock of Iempower, Inc. a privately-held Delaware corporation doing business as MyRichUncle ("Iempower"), pursuant to a Share Exchange Agreement dated as of April 13, 2004 with Iempower and its stockholders, in exchange for 6,863,433 shares of the Company's Common Stock, which the Company issued to the stockholders of Iempower, together with 2,136,567 common stock purchase warrants to the warrant holders of Iempower (the "Share Exchange") (each warrant is exercisable to purchase one share of Common Stock, and the warrants have a weighted average exercise price of $0.45 per share). Concurrently, and in connection with the exchange of shares, the Company also sold 100% of the outstanding capital stock of its Nevada subsidiary, Pacific Technology, Inc., to four of its principal stockholders prior to the Share Exchange in exchange for 9,325,000 shares of Common Stock, which the Company has stated it intends to retire. Although the Company acquired Iempower as a result of the Share Exchange, the stockholders of Iempower hold a majority of the voting interest in the Company. Additionally, the Share Exchange resulted in Iempower's management and Board of Directors assuming operational control of the Company. Accordingly, after giving effect to the Share Exchange, Raza Khan and Vishal Garg, beneficially own 23.5% and 22.4%, respectively, of the Company's Common Stock outstanding after the Share Exchange and the Company's sale of its Nevada subsidiary. Mr. Khan became a director and the President of the Company after the Share Exchange, and Mr. Garg became a director and the Executive Vice President and Chief Financial Officer of the Company after the Share Exchange. In contemplation of the Share Exchange, on July 6, 2004, the Company changed its name to MRU Holdings, Inc. Pursuant to these transactions, on July 8, 2004, the Company issued to Raza Khan 2,324,553 shares of Common Stock and warrants to purchase 758,006 shares of Common Stock. These securities constitute the aggregate of 3,082,559 shares of Common Stock that Mr. Khan beneficially owns. The warrants were Page 4 of 5 pages immediately exercisable upon issuance and have an exercise price of $0.99 per share, which can be paid in cash or, if the market price of the Common Stock is greater than $.99 per share, by way of a "cashless exercise," in which case the Company will issue a net number of shares of Common Stock upon exercise that reflects the payment of the purchase price by surrender of shares to the Company at the then-current market price. One-third of the warrants expire on each of December 31, 2006, 2007 and 2008. The transactions are more fully described in the Company's Information Statement, which is hereby incorporated by reference in this Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Shares Exchange was consummated pursuant to a Share Exchange Agreement dated as of April 13, 2004 among the Company, Iempower and the stockholders of Iempower. This agreement is included as an exhibit to the Information Statement. This agreement was amended on July 6, 2004, and the Company included a copy of this amendment on its Current Report on Form 8-K dated July 6, 2004, which the Company filed with the Securities and Exchange Commission on July 7, 2004, which is hereby incorporated by reference. In connection with the Share Exchange, the Company has agreed to register for resale shares of Common Stock issued by the Company in the Share Exchange, including the filing person's shares of Common Stock reported hereby. Item 7. Material to be Filed as Exhibits Not applicable. 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. July 16, 2004 ------------------------------- (Date) /s/ Raza Khan ------------------------------- (Signature) Raza Khan ------------------------------- (Name) Page 5 of 5 pages -----END PRIVACY-ENHANCED MESSAGE-----