Item 1.
(a) Name of Issuer
Double Eagle Holdings, Ltd. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices
20900 NE 30th Avenue,
Eighth Floor
Aventura, FL 33180
Item 2(a) Name of Person Filing
Leonard Adler (the “Reporting Person”).
Item 2(b) Address of Principal Business Office or, if none, Residence
c/o Double Eagle Holdings, Ltd.
20900 NE 30th Avenue,
Eighth Floor
Aventura, FL 33180
Item 2(c) Citizenship
The Reporting Person is a citizen of the United States of America.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.001 per share (the "Common Stock")
Item 2(e) CUSIP Number
25856Y107
Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) o Broker or dealer registered under Section 15 of the Act (15 U.S.C.78o).
(b) o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) o An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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 (15 U.S.C. 80a-3);
(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Page 4 of 6 Pages |
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.
According to the information provided to the Reporting Person by the Company, as of April 14, 2011, there were 82,676,493 shares of common stock of the Issuer issued and outstanding. Pursuant to an Exchange Agreement, dated as of April 14, 2011, by and between the Issuer and the Reporting Person, Maurice E. Durschlag, Brian Tuffin and Adam Adler (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2011), the Reporting Person was issued 5,512,500 shares of restricted common stock of the Issuer in exchange for 237 shares of common stock of Fuse Science, Inc. As a result of such transaction, together with the transactions listed below, the Reporting Person acquired a controlling interest on such date of 6.79% of the issued and outstanding common stock of the Issuer.
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Date of Purchase
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No. of Shares
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Price per Share
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March 2, 2011
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5,000 |
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$ |
0.018 |
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April 18, 2011
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50,000 |
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$ |
0.038 |
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April 25, 2011
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17,000 |
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$ |
0.045 |
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April 25, 2011
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5,000 |
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$ |
0.046 |
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April 25, 2011
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25,000 |
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$ |
0.048 |
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Page 5 of 6 Pages |
Item 5. Ownership of Five Percent or Less of a Class
If this 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
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
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 otherwise 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.
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Page 6 of 6 Pages |
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.
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Date: May 12, 2011 |
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/s/ Leonard Adler |
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Leonard Adler
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