-----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, TfQNA72w+tfNt9grqzizeooBH3wJkFUGYcTgwV3GTdz0iWGWMj8ggLWe37iWGjwo Kt3e0pbwV0/lYsdQZDaBpw== 0001165527-10-000185.txt : 20100310 0001165527-10-000185.hdr.sgml : 20100310 20100309174542 ACCESSION NUMBER: 0001165527-10-000185 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Zebra Resources, Inc. CENTRAL INDEX KEY: 0001373690 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 205243308 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85366 FILM NUMBER: 10668146 BUSINESS ADDRESS: STREET 1: 29773 NIGUEL ROAD #A CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 BUSINESS PHONE: 949-481-5396 MAIL ADDRESS: STREET 1: 29773 NIGUEL ROAD #A CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 FORMER COMPANY: FORMER CONFORMED NAME: Zebra Resources Ltd. DATE OF NAME CHANGE: 20060823 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONACO CAPITAL INC. CENTRAL INDEX KEY: 0001486400 IRS NUMBER: 000000000 STATE OF INCORPORATION: D1 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7 NEW ROAD, SECOND FLOOR, #6 CITY: BELIZE CITY STATE: D1 ZIP: 00000 BUSINESS PHONE: 502-223-0498 MAIL ADDRESS: STREET 1: 7 NEW ROAD, SECOND FLOOR, #6 CITY: BELIZE CITY STATE: D1 ZIP: 00000 SC 13D 1 g3933.txt SCHEDULE 13D FOR ZEBRA RESOURCES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 ZEBRA RESOURCES, INC. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 98920V102 (CUSIP Number) copy to: Dan Gravelle c/o Zebra Resources, Inc. 29773 Niguel Road, Suite A, Laguna Niguel, CA 92677 Tel: (949) 481-5396 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 2010 (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 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent. *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). SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 98920V102 Page 2 of 5 Pages - ------------------- ----------------- 1 NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Monaco Capital Inc. -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] -------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] -------------------------------------------------------------------------- 6 CITZENSHIP OR PLACE OF ORGANIZATION Belize -------------------------------------------------------------------------- 7 SOLE VOTING POWER 20,000,000 NUMBER OF --------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY Nil OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 20,000,000 PERSON --------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER Nil --------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000 -------------------------------------------------------------------------- 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) 62.5% (1) based on 32,000,000 shares of common stock outstanding as of the date of this statement. -------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------- - ---------- (1) Based on 32,000,000 shares of common stock issued and outstanding as of the date of this report. SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 98920V102 Page 3 of 5 Pages - ------------------- ----------------- This statement is being filed on behalf of Monaco Capital Inc. ("Monaco") relating to the shares of common stock of Zebra Resources, Inc., a corporation incorporated under the laws of the State of Nevada (the "Issuer"). ITEM 1. SECURITY AND ISSUER This statement relates to shares of common stock with $0.001 par value per share of the Issuer. The principal executive offices of the Issuer are located at 7 New Road, Second Floor, #6, Belize City, Belize. ITEM 2. IDENTITY AND BACKGROUND (a) Monaco Capital Inc. (b) 7 New Road, Second Floor, #6 Belize City, Belize. (c) Monaco is a company incorporated under the laws of Belize. (d) During the last five years, Monaco has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours). (e) During the last five years, Monaco 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) K. Kaffa is the beneficial owner of Monaco. (g) K. Kaffa has not been convicted in a criminal proceeding or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS On February 26, 2010, Monaco acquired purchased 20,000,000 shares of the common stock of the Issuer from Karl Kottmeier pursuant to a private transaction. The purchase funds for the placement came from working capital of Monaco. ITEM 4. PURPOSE OF TRANSACTION The purpose of the transaction described above was to complete the change of control of the Issuer. Depending on market conditions and other factors, Monaco may acquire additional shares of the Issuer's common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Monaco 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. Monaco does not presently have any plan or proposal which relate to or would result in the acquisition or disposition by any person of additional securities of the Issuer, or the disposition of the Issuer; an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 98920V102 Page 4 of 5 Pages - ------------------- ----------------- Issuer or its subsidiary; a sale or transfer of a material amount of assets of the Issuer or its subsidiary; any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer's corporate structure; changes to the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control by any person; 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; 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 any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The aggregate number and percentage of common stock of the Issuer beneficially owned by Monaco is 20,000,000 shares, or approximately 62.5% of the Issuer, based on 32,000,000 shares of common stock outstanding as of the date of this statement. K. Kaffa has the sole power to vote or to direct the vote, and to dispose or to direct the disposition, of 20,000,000 shares of common stock of the Issuer. Other than as described in Item 3 above, Monaco has not effected any transaction in the shares of common stock of the Issuer during the past sixty days. No person, other than K. Kaffa, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 20,000,000 shares of common stock of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Monaco and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS N/A SCHEDULE 13D - ------------------- ----------------- CUSIP NO. 98920V102 Page 5 of 5 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. Date: March 9, 2010 MONACO CAPITAL INC. /s/ Bob Bandfield ----------------------------------- Name: Bob Bandfield Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----