-----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, D81AgWS9U63THGK4jkM0NTxsC3iciCOYaccbaTFBKS6+oU1DEi8oZMvRJJ/SoG2s 3dJ6LVyNH7TGmIuqeLTXRA== 0001062993-05-002218.txt : 20050916 0001062993-05-002218.hdr.sgml : 20050916 20050915191216 ACCESSION NUMBER: 0001062993-05-002218 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LYONS GREGORY LEIGH CENTRAL INDEX KEY: 0001337853 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 360-685-4200 MAIL ADDRESS: STREET 1: 6932 HOLEMAN CITY: BIRCH BAY STATE: WA ZIP: 98230 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL ECOSYSTEMS CORP. CENTRAL INDEX KEY: 0001298824 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 980431245 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80549 FILM NUMBER: 051087568 BUSINESS ADDRESS: STREET 1: #1500, 701 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1C6 BUSINESS PHONE: 604-681-7039 MAIL ADDRESS: STREET 1: #1500, 701 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V7Y 1C6 SC 13D 1 sched13d.htm SCHEDULE 13D Filed by Automated Filing Services Inc. (604) 609-0244 - Digital Ecosystems Corp. - Schedule 13D

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

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Under the Securities Exchange Act of 1934
(Amendment No. _________)*

DIGITAL ECOSYSTEMS CORP.
(Name of Issuer)

COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title of Class of Securities)

25385J 10 0
(CUSIP Number)

GREGORY LEIGH LYONS
1313 E. Maple Street
Bellingham, WA 98225
(360) 305-5438
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 15, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d -1(e), 240.13d - -1(f) or 240.13d -1(g), check the following box [ ].



CUSIP No. 25385J 10 0        
1. Names of Reporting Person:  GREGORY LEIGH LYONS    
  I.R.S. Identification Nos. of above persons (entities only).:      
2. Check the Appropriate Box if a Member of a Group (See Instructions)    
(a) [_]        
(b) [X]        
3. SEC Use Only:        
4. Source of Funds (See Instruction): PF      
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):       N/A
6. Citizenship or Place of Organization: UNITED STATES      
Number of Shares Beneficially by Owned by Each Reporting Person With:    
7. Sole Voting Power: 250,000 SHARES      
8. Shared Voting Power: NOT APPLICABLE      
9. Sole Dispositive Power: 250,000 SHARES      
10. Shared Dispositive Power: NOT APPLICABLE      
11. Aggregate Amount Beneficially Owned by Each Reporting Person:     250,000 SHARES
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
  NOT APPLICABLE        
13. Percent of Class Represented by Amount in Row (11):   8.7%    
14. Type of Reporting Person (See Instructions):   IN    

Page 2 of 6



CUSIP No. 25385J 10 0

ITEM 1. SECURITY AND ISSUER.

The class of equity securities to which this Schedule 13D Statement relates is shares of common stock, par value $0.001 per share (the “Shares”), of Digital Ecosystems Corp., a Nevada corporation (the “Company”). The principal executive offices of the Company are located at #1500 – 701 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1C6.

ITEM 2. IDENTITY AND BACKGROUND

A. Name of Person filing this Statement:
   
  GREGORY LEIGH LYONS (the “Holder”)
   
B. Residence or Business Address:
   
  The business address of Mr. Lyons is 1313 E. Maple Street, Bellingham, WA 98225.
   
C. Present Principal Occupation and Employment:
   
    Mr. Lyons is the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a Director of the Company.
   
D.   Mr. Lyons has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
   
E.       Mr. Lyons has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is 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. Citizenship: Mr. Lyons is a citizen of the United States.

Page 3 of 6



CUSIP No. 25385J 10 0

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Mr. Gregory Leigh Lyons acquired 250,000 shares of common stock of the Company from Ms. Valentina Tuss, a director of the Company, on September 15, 2005 for an aggregate purchase price of $20,000. The purchase of the shares of common stock by Mr. Lyons from Ms. Tuss was consummated in a private transaction and the consideration for the acquisition has been paid from the personal funds of Mr. Lyons.

ITEM 4. PURPOSE OF TRANSACTION

On September 1, 2005, Mr. Gregory Leigh Lyons, as purchaser, and Ms. Valentina Tuss, as seller and president and a director of the Company, entered into a share transfer and cancellation agreement (the “Share Transfer and Cancellation Agreement”) pursuant to which Mr. Lyons has acquired 250,000 shares of our common stock (representing approximately 8.7% of the outstanding shares of our common stock) for an aggregate purchase price of $20,000 and Ms. Tuss has surrendered for cancellation the remaining 6,250,000 shares held by her. The purchase of the shares of common stock by Mr. Lyons from Ms. Tuss was consummated in a private transaction and Mr. Lyons may now be considered to be in "control" the Company. As contemplated by the Share Transfer and Cancellation Agreement, Ms. Tuss resigned as president, chief executive officer and a director of the Company and Mr. Geoffrey O. Last resigned as chief financial officer, secretary, treasurer and as a director of the Company. Mr. Lyons was appointed as chief executive officer, chief financial officer, president, secretary, treasurer and as a director of the Company. Mr. Lyons will remain as the sole director of the Company and will have the authority to appoint our executive officers to fill the vacancies of Ms. Tuss’s offices.

The purpose or purposes of the acquisition of the Shares by Mr. Lyons was for investment purposes. Mr. Lyons is the Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and a Director of the Company. Depending on market conditions and other factors, Mr. Lyons may acquire additional shares of the Company’s common stock as he deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Mr. Lyons also reserves the right to dispose of some or all of the Shares in the open market, in privately negotiated transactions to third parties or otherwise.

As of the date hereof, except as described above, Mr. Lyons does not have any plans or proposals which relate 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 of 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; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s Certificate of Incorporation 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 Act; or (j) any action similar to any of those enumerated above.

Page 4 of 6



CUSIP No. 25385J 10 0

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a)

Aggregate Beneficial Ownership:

   

As of September 15, 2005, Mr. Lyons beneficially owns the following securities of the Company:


  Title of Security   Amount   Percentage of Shares of Common Stock  
  Common Stock   250,000    8.7%  

 
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information i provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Statement. As of September 15, 2005, there are 2,870,000 Company Shares issued and outstanding.

(b)

Power to Vote and Dispose of the Company Shares:

   

Mr. Lyons has the sole power to vote or to direct the vote of the Company Shares held by him and has the sole power to dispose of or to direct the disposition of the Company Shares held by him.

   
(c)

Transactions Effected During the Past 60 Days:

   

Mr. Lyons has effected the following transactions in the Company’s securities during the 60 days prior to September 15, 2005:


        Where and How
  Date of Transaction Number of Shares Price Per Share Transaction was Effected
  None, other than the purchase of shares described in Items 3 and 4 above.

(d)

Right of Others to Receive Dividends or Proceeds of Sale:

   

Not Applicable.

Page 5 of 6



CUSIP No. 25385J 10 0

(e)

Date Ceased to be the Beneficial Owner of More Than Five Percent:

   

Not Applicable.


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

None.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Share Transfer and Cancellation Agreement dated September 1, 2005 between Valentina Tuss and Gregory Leigh Lyons.

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.

  September 15, 2005
  Date
   
  /s/ Gregory Leigh Lyons
  Signature
   
  GREGORY LEIGH LYONS
  Name/Title

Page 6 of 6


EX-99.1 2 exhibit.htm SHARE TRANSFER AND CANCELLATION AGREEMENT DATED SEPTEMBER 1, 2005 Filed by Automated Filing Services Inc. (604) 609-0244 - Digital Ecosystems Corp - Exhibit

SHARE TRANSFER AND CANCELLATION AGREEMENT

This Agreement dated effective as of the 1st day of September, 2005.

BETWEEN:  
                                       NAME OF TRANSFEROR: VALENTINA TUSS
   
                                       ADDRESS OF TRANSFEROR: 105 - 5158 48th Avenue,
  Delta, BC, Canada V4K 5B6
   
  (the “Transferor”)
   
                                                             OF THE FIRST PART
   
AND:  
   
                                       NAME OF TRANSFEREE: GREGORY LEIGH LYONS
   
                                       ADDRESS OF TRANSFEREE: 6932 Holeman
  Birch Bay, WA 98230
   
  (the “Transferee”)
   
                                                 OF THE SECOND PART

THIS AGREEMENT WITNESSES THAT in consideration of the payment of $20,000 US, and other good and valuable consideration, by the Transferee to the Transferor, the sufficiency of which is acknowledged, and in reliance of the representations and warranties of the Transferee, the Transferor hereby agrees to sell, assign and transfer to the Transferee 250,000 shares of common stock of DIGITAL ECOSYSTEMS CORP. (the “Company”) (the “Shares”) free and clear of all liens, charges and encumbrances. The Transferee acknowledges and agrees that the Shares are restricted shares, as contemplated under the United States Securities Act of 1933 (the “1933 Act”) which have been issued to the Transferor pursuant to Section 4(2) of the 1933 Act without registration and that all share certificates representing the Shares will be endorsed with the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.

The Transferee represents and warrants to the Transferor that:

(1)

The Transferee is acquiring the Shares for his own account for investment purposes, with no present intention of dividing interest with others or reselling or otherwise disposing of any or all of the Shares;

   
(2)

The Transferee does not intend any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance;



-2-

(3)

The Transferee has no present or contemplated agreement providing for the sale or other disposition of the Shares;

   
(4)

The Transferee is not aware of any circumstance presently in existence which is likely in the future to prompt a sale or other disposition of the Shares; and

   
(5)

The Transferee possesses the financial and business experience to make an informed decision to acquire the Shares and has had access to all information relating to the Company and its business operations which would be necessary to make an informed decision to purchase the Shares.

The Transferor will resign as President, Chief Executive Officer and Director of the Company and appoint the Transferee in her place on closing.

As a condition of closing, the Transferor agrees, on or before the closing date, to (i) cancel and surrender for cancellation to the Company the 6,250,000 remaining shares of common stock held by the Transferor; and (ii) cause Mr. Geoffrey O. Last to resign as Chief Financial Officer, Secretary, Treasurer and Director of the Company.

Closing will take place on September 14, 2005 at 10:30 am at the offices of Northwest Law Group or at such later date as the parties may mutually agree or as required to enable the Company to comply with Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder

The Transferor and the Transferee confirm that O’Neill Law Group PLLC have prepared this agreement acting as legal counsel for the Company only, that neither O’Neill Law Group PLLC nor its affiliate Northwest Law Group have acted for the Transferor or the Transferee and that the Transferor and the Transferee have each been advised to seek independent legal advice.

This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date of this Agreement.

NUMBER OF SHARES TRANSFERRED: 250,000 Shares of Common Stock
   
TRANSFEROR  
SIGNATURE OF TRANSFEROR: /s/ Valentina Tuss
NAME OF TRANSFEROR: VALENTINA TUSS
   
TRANSFEREE  
SIGNATURE OF TRANSFEREE: /s/ Gregory Leigh Lyons
NAME OF TRANSFEREE: GREGORY LEIGH LYONS


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