-----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, H2AT1qeoY2G4HX6CeVNF7rft+OMQI7RrrsiLrU2eLNeTwcfrfkM5aKWWxT9+7G6Y dmys02/RQZghwJaKnvXeBg== 0001304459-05-000167.txt : 20050422 0001304459-05-000167.hdr.sgml : 20050422 20050422110447 ACCESSION NUMBER: 0001304459-05-000167 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050422 DATE AS OF CHANGE: 20050422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McKay James E CENTRAL INDEX KEY: 0001295099 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 775-686-6081 MAIL ADDRESS: STREET 1: ONE EAST LIBERTY STREET, 6TH FLOOR CITY: RENO STATE: NV ZIP: 89504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Battle Mountain Gold Exploration Corp. CENTRAL INDEX KEY: 0001162177 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 861066675 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80164 FILM NUMBER: 05766346 BUSINESS ADDRESS: STREET 1: SIXTH FLOOR, SUITE 9 STREET 2: ONE EAST LIBERTY STREET CITY: RENO STATE: NV ZIP: 89504 BUSINESS PHONE: 7756866081 MAIL ADDRESS: STREET 1: SIXTH FLOOR, SUITE 9 STREET 2: ONE EAST LIBERTY STREET CITY: RENO STATE: NV ZIP: 89504 FORMER COMPANY: FORMER CONFORMED NAME: HUDSON VENTURES INC DATE OF NAME CHANGE: 20011113 SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A AMENDMENT NO. 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 BATTLE MOUNTAIN GOLD EXPLORATION CORP. (Name of the Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 07159T 10 0 (CUSIP Number) JAMES E. MCKAY ONE EAST LIBERTY STREET 6TH FLOOR, SUITE 9 RENO, NEVADA 89504 (775) 686-6081 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 8, 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 Sec. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 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. |1| NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James E. McKay - -------------------------------------------------------------------------------- |2| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- |3| SEC USE ONLY - -------------------------------------------------------------------------------- |4| SOURCE OF FUNDS* SC - -------------------------------------------------------------------------------- |5| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- |6| CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- |7| SOLE VOTING POWER NUMBER OF 4,700,000 SHARES -------------------------------------------------- BENEFICIALLY |8| SHARED VOTING POWER OWNED BY EACH N/A REPORTING -------------------------------------------------- PERSON WITH |9| SOLE DISPOSITIVE POWER 4,700,000 -------------------------------------------------- |10| SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- |11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,500,000 - -------------------------------------------------------------------------------- |12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * N/A - -------------------------------------------------------------------------------- |13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% - -------------------------------------------------------------------------------- |14| TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to the Common Stock of Battle Mountain Gold Exploration Corp. (the "Issuer"). The principal executive offices of Battle Mountain Gold Exploration Corp. are located at One East Liberty Street, 6th Floor, Suite 9, Reno, Nevada 89504. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This Statement on Schedule 13D is being filed by James E. McKay. Mr. McKay's business address is One East Liberty Street, 6th Floor, Suite 9, Reno, Nevada 89504. Mr. McKay is the President, Chief Executive Officer, Secretary and Treasurer of the Issuer. (d)-(e) During the last five years, Mr. McKay: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. (f) Mr. McKay is a citizen of the United States. ITEM 3. SOURCE OF AMOUNT OF FUNDS OR OTHER COMPENSATION In December 2004, the Issuer granted an option to James E. McKay pursuant to his employment agreement to purchase 500,000 shares of the Issuer's Common Stock with an exercise price of $0.99 per share and a vesting date of May 31, 2005. On April 8, 2005, the Issuer's board of directors amended the terms of the option to vest in its entirety on April 15, 2005, at an amended exercise price of $0.40 per share. In addition, the Issuer's board of directors approved the grant of options to each of its directors, which includes Mr. McKay, to purchase 300,000 shares of the Issuer's Common Stock with an exercise price of $0.40 per share and a vesting date of April 15, 2005. Prior to the grant of these options, Mr. McKay beneficially owned 4,700,000 shares (or 12.2%) of the Issuer's Common Stock. As a result of the grant of these options, Mr. McKay is the beneficial owner of 5,500,000 shares (or 13.2%) of the Issuer's Common Stock. ITEM 4. PURPOSE OF TRANSACTION Mr. McKay acquired the securities of the Issuer for investment purposes. Depending on general market and economic conditions affecting the Issuer and other relevant factors, Mr. McKay may purchase additional securities of the Issuer or dispose of some or all of securities from time to time in open market transactions, private transactions or otherwise. Mr. McKay does not have any plans or proposals which relate to or result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material changes in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto, or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or 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 Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) James E. McKay beneficially owns 5,500,000 shares of Common Stock, $0.001 par value per share of the Issuer. The shares of Common Stock owned by Mr. McKay constitute approximately 13.2% of the total number of shares of Common Stock of the Issuer, based upon 41,030,000 shares of Common Stock outstanding as of April 15, 2005. (b) Mr. McKay has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 4,700,000 of the shares beneficially owned by Mr. McKay. He will not have such powers with respect to 800,000 shares underlying options until such time as the options are exercised. (c) Mr. McKay acquired beneficial ownership of the Common Stock underlying options as a result of the transactions discussed in Item 3, above. (d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by Mr. McKay. (e) N/A. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1(1) Non-Qualified Stock Option Agreement granted to James E. McKay (1) Filed herein. 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: April 22, 2005 By: /s/ James E. McKay ----------------------- James E. McKay -----END PRIVACY-ENHANCED MESSAGE-----