0001437749-11-002411.txt : 20110418 0001437749-11-002411.hdr.sgml : 20110418 20110418163304 ACCESSION NUMBER: 0001437749-11-002411 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110418 DATE AS OF CHANGE: 20110418 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jeffs Susan CENTRAL INDEX KEY: 0001335139 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4 MONTPELIER STREET STREET 2: SUITE 521 CITY: LONDON STATE: X0 ZIP: SW7 1EE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RED METAL RESOURCES, LTD. CENTRAL INDEX KEY: 0001358654 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 202138504 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82954 FILM NUMBER: 11765804 BUSINESS ADDRESS: STREET 1: 195 PARK AVENUE CITY: THUNDER BAY STATE: A6 ZIP: P7B 1B9 BUSINESS PHONE: 807-345-5380 MAIL ADDRESS: STREET 1: 195 PARK AVENUE CITY: THUNDER BAY STATE: A6 ZIP: P7B 1B9 FORMER COMPANY: FORMER CONFORMED NAME: Red Lake Exploration Inc. DATE OF NAME CHANGE: 20060407 SC 13D/A 1 sjeffs_sc13da1-040811.htm SCHEDULE 13D, AMENDMENT 1 sjeffs_sc13da1-040811.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


RED METAL RESOURCES LTD.
(Name of Issuer)

Common Stock
(Title of Securities)

75678R 202
(CUSIP Number)

Susan Jeffs
49 Pont Street
London, UK SW1X 0BD
+ 44 (0) 77 6420 0334
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 April 8, 2011
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.[ ]

*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).
 
 
 
 

CUSIP No.  75678R 202
 
1.         Names of Reporting Persons
            IRS Identification Nos. of Above Persons (Entities Only)
            Susan Jeffs
2.        Check the Appropriate Box if a Member of a Group (See Instructions)
            (a) o
            (b) T
 
3.        SEC Use Only
 
4.        Source of Funds (See Instructions)         PF
 
5.        Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
 
6.        Citizenship or Place of Organization     Canada
 
Number of Shares Beneficially Owned by Each Reporting Person With:
7.        Sole Voting Power     2,246,670*
 
8.        Shared Voting Power     Not Applicable
 
9.        Sole Dispositive Power     2,246,670*
 
10.      Shared Dispositive Power     Not Applicable
 
11.      Aggregate Amount Beneficially Owned by Each Reporting Person     2,246,670*
 
12.      Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
13.      Percent of Class Represented by Amount in Row (11)     12.5%
 
14.      Type of Reporting Person (See Instructions)     IN
 
*Includes 1,213,337 shares of common stock, a warrant for the purchase of 200,000 shares of common stock at an exercise price of $0.30 per share that will expire on December 31, 2011 and a warrant for the purchase of 833,333 shares of common stock at an exercise price of $0.50 per share that will expire on April 8, 2013.
 
 
 
 
 
Item 1.
Security and Issuer

Common stock, $0.001 par value, of Red Metal Resources Ltd. (the “Issuer”).  The Issuer’s address is 195 Park Avenue, Thunder Bay, Ontario, Canada P7B 1B9.

Item 2.
Identity and Background
 
                                (a)           This statement is filed by Susan Jeffs (the “Reporting Person”).

(b)           The Reporting Person’s address is 49 Pont Street, London, United Kingdom SW1X 0BD.

(c)           The Reporting Person is a self-employed business woman.

(d)           During the last five years, the Reporting Person has not been convicted in a criminal proceeding.

(e)           During the last five years, the Reporting Person has not been 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)           The Reporting Person is a citizen of Canada.

Item 3.
Source and Amount of Funds or Other Consideration
 
The Reporting Person’s securities were purchased with her personal funds.  The Reporting Person paid $0.30 per unit and purchased 833,333 units in a private offering completed by the Issuer on April 8, 2011.  Each unit consisted of one share of common stock and a warrant for the purchase of one share of common stock at an exercise price of $0.50 per share.  The warrants expire on April 8, 2013.

Item 4.
Purpose of Transaction

The Reporting Person purchased the securities for investment purposes and not with the intent of changing control of the Issuer.  While the Reporting Person has no immediate plans to acquire additional securities of the Issuer, she is currently committed to assisting the Issuer with its business, so it is likely that she will continue to invest in the Issuer’s securities.  In doing so, the Reporting Person acknowledges that she may be deemed to have substantial influence regarding the disposition of certain matters as to which the stockholders of the Issuer are entitled to vote, including the election of directors.
 
 
 
 

Item 5.
Interest in Securities of the Issuer

As computed using rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Person beneficially owns a total of 2,246,670 shares, or approximately 12.5%, of the Issuer’s common stock.  The Reporting Person has the sole power to vote and to dispose of the shares she owns.  The Reporting Person did not effect any transactions in the Issuer’s common stock during the 60 days prior to the date of this report.  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 common stock in the Issuer owned by the Reporting Person.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Not applicable.

The Reporting Person is aware that her spouse, Richard N. Jeffs, and her daughter, Caitlin Jeffs, beneficially own shares of common stock for which they have each filed a Schedule 13D with the Securities and Exchange Commission.  The Reporting Person expressly disclaims that she and Richard N. Jeffs and Caitlin Jeffs comprise a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person expressly disclaims beneficial ownership of shares of common stock beneficially owned by Richard N. Jeffs and Caitlin Jeffs.

Item 7.
Material to Be Filed as Exhibits
 
None.
 
 
 
 

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.
 
         
April 15, 2011
    
/s/  Susan Jeffs
  
 
    
Susan Jeffs