0001364560-12-000042.txt : 20120524 0001364560-12-000042.hdr.sgml : 20120524 20120524163628 ACCESSION NUMBER: 0001364560-12-000042 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAUER ENERGY, INC. CENTRAL INDEX KEY: 0001446152 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 263261559 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85015 FILM NUMBER: 12868099 BUSINESS ADDRESS: STREET 1: 2326 TELLER ROAD CITY: NEWBURY PARK STATE: CA ZIP: 91320 BUSINESS PHONE: 888 829 8748 MAIL ADDRESS: STREET 1: 2326 TELLER ROAD CITY: NEWBURY PARK STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: BCO HYDROCARBON LTD DATE OF NAME CHANGE: 20080925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: St George Investments LLC CENTRAL INDEX KEY: 0001474389 IRS NUMBER: 261868357 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 303 EAST WACKER DRIVE SUITE 311 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-297-7000 MAIL ADDRESS: STREET 1: 303 EAST WACKER DRIVE SUITE 311 CITY: CHICAGO STATE: IL ZIP: 60601 SC 13G 1 sney_13g.htm ST GEORGE 13G SNEY sney_13g.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934

SAUER ENERGY, INC.
(Name of Issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

804136109
(CUSIP Number)

May 11, 2012
(Date of Event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
q
Rule 13d-1(b)

þ
Rule 13d-1(c)

q
Rule 13d-1(d)


*
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 the disclosures provided in a prior cover page.

 
The information required in the remainder of this cover page shall not be deemed to be “filed” for 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).
 

 


 
 

 

SCHEDULE 13G  
             
 
CUSIP No. 804136109
 
  1 
 
Names of reporting persons
 
 St. George Investments, LLC
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
4
 
Citizenship or place of organization
 
Utah
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  5 
  
Sole voting power
 
6,000,000 
  
  6
  
Shared voting power 
  
  
  7
  
Sole dispositive power
 
6,000,000
  
8
  
Shared dispositive power 
 
9
 
Aggregate amount beneficially owned by each reporting person
 
6,000,000
10
 
Check box if the aggregate amount in Row 9 excludes certain shares (see instructions)  ¨
 
11
 
Percent of class represented by amount in Row 9
 
 7.56%
12
 
Type of reporting person (see instructions)
 
OO
 
 


 
 

 

SCHEDULE 13G  
             
 
CUSIP No. 804136109
 
  1 
 
Names of reporting persons
 
Fife Trading, Inc.
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
4
 
Citizenship or place of organization
 
Utah
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  5 
  
Sole voting power
 
6,000,000 
  
  6
  
Shared voting power 
  
  
  7
  
Sole dispositive power
 
6,000,000 
  
8
  
Shared dispositive power 
 
9
 
Aggregate amount beneficially owned by each reporting person
 
6,000,000 
10
 
Check box if the aggregate amount in Row 9 excludes certain shares (see instructions)  ¨
 
11
 
Percent of class represented by amount in Row 9
 
7.56%
12
 
Type of reporting person (see instructions)
 
CO
 


 
 

 

SCHEDULE 13G
             
 
CUSIP No. 804136109
 
  1 
 
Names of reporting persons
 
John M. Fife
  2
 
Check the appropriate box if a member of a group
(a)  ¨        (b)  ¨
 
  3
 
SEC use only
 
4
 
Citizenship or place of organization
 
United States of America
Number of
shares
beneficially
owned by
each
reporting
person
with
  
  5 
  
Sole voting power
 
6,000,000 
  
  6
  
Shared voting power 
  
  
  7
  
Sole dispositive power
 
6,000,000 
  
8
  
Shared dispositive power 
 
9
 
Aggregate amount beneficially owned by each reporting person
 
6,000,000 
10
 
Check box if the aggregate amount in Row 9 excludes certain shares (see instructions)  ¨
 
11
 
Percent of class represented by amount in Row 9
 
7.56%
12
 
Type of reporting person (see instructions)
 
IN
 


 
 

 


ITEM 1
(a)
 
 
Name of Issuer:
 
Sauer Energy, Inc.

 
(b) 
Address of Issuer’s Principal Executive Offices:
 
2326 Teller Road
Newbury Park, CA 91320
 
ITEM 2
(a)
Name of Person Filing:
 
This report is filed by St. George Investments, LLC, Fife Trading, Inc., and John M. Fife with respect to the shares of Common Stock, $0.0001 par value per share, of the Issuer that are directly beneficially owned by St. George Investments, Inc. and indirectly beneficially owned by the other reporting and filing persons.

 
(b) 
Address of Principal Business Office, or, if None, Residence:
 
The address of the principal business office of each reporting and filing person is:
303 East Wacker Drive, Suite 1200, Chicago, IL 60601.

 
(c)
Citizenship:
 
St. George Investments, LLC is an Illinois limited liability company.
Fife Trading, Inc. is an Illinois corporation.
John M. Fife is a United States citizen.

 
(d)
Title of Class of Securities:
 
Common Stock, $0.0001 par value per share.

 
(e)
CUSIP Number:
 
804136109

ITEM 3:
If this Statement if Filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 
q
a.
Broker or dealer registered under Section 15 of the Exchange Act.

 
q
b.
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
q
c.
Insurance company as defined in Section 3(a)(19) of the Exchange Act.

 
q
d.
Investment company registered under Section 8 of the Investment Company Act.

 
q
e.
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

 
q
f.
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

 
q
g.
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 
q
h.
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

 
q
i.
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

 
q
j.
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 


 
 
 

 
 
ITEM 4:
Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a) 
Amount beneficially owned: See Item 9 of the cover pages.
 
 
(b) 
Percent of class:  See Item 11 of the cover pages.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i) 
Sole power to vote or to direct the vote:  See Item 5 of the cover pages.

 
(ii) 
Shared power to vote or to direct the vote:  See Item 6 of the cover pages.

 
(iii) 
Sole power to dispose or to direct the disposition of:  See Item 7 of the cover pages.
 
 
(iv) 
Shared power to dispose or to direct the disposition of:  See Item 8 of the cover pages.

On May 11, 2012, the reporting person St. George Investments, LLC (“St. George”) and the Issuer entered into an Asset Purchase Agreement (the “Purchase Agreement”).  Pursuant to the Purchase Agreement, the Issuer acquired from St. George certain assets (the “Acquired Assets”) formerly owned by Helix Wind, Inc., a Nevada Corporation (“Helix”).  The purchase price for the Acquired Assets was 6,000,000 restricted shares of the Issuer’s common stock with an agreed-upon value of $0.25 per share.  The shares are not registered, nor does St. George have registration rights.


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 box: q

  
ITEM 6: 
Ownership of More than Five Percent on Behalf of Another Person.

N/A 
 
ITEM 7:
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
N/A
 
ITEM 8:
Identification and Classification of Members of the Group.
 
N/A
 
ITEM 9:
Notice of Dissolution of Group.
 
N/A
 
ITEM 10: 
Certifications.
 
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or 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 such purpose or effect.
 
 



 
 

 

SIGNATURES
 
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:  May 24, 2012
ST. GEORGE INVESTMENTS, LLC
 
By:           Fife Trading, Inc., its Manager
 
By:           /s/ John M Fife
Name:           John M. Fife
Title:           President
 
 
Dated:  May 24, 2012
 
FIFE TRADING, INC.
 
By:           /s/ John M Fife
Name:           John M. Fife
Title:           President
 
 
Dated:  May 24, 2012
JOHN M. FIFE
 
/s/ John M Fife
 
 



 
 

 

ANNEX 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Sauer Energy, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement on the date(s) written below.


Dated:  May 24, 2012
ST. GEORGE INVESTMENTS, LLC
 
By:           Fife Trading, Inc., its Manager
 
By:           /s/ John M Fife
Name:           John M. Fife
Title:           President
 
 
 
Dated:  May 24, 2012
 
FIFE TRADING, INC.
 
By:           /s/ John M Fife
Name:           John M. Fife
Title:           President
 
 
 
Dated:  May 24, 2012
JOHN M. FIFE
 
/s/ John M Fife