0001162161-11-000004.txt : 20110329 0001162161-11-000004.hdr.sgml : 20110329 20110329165215 ACCESSION NUMBER: 0001162161-11-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110329 DATE AS OF CHANGE: 20110329 GROUP MEMBERS: CHESTER MINING COMPANY GROUP MEMBERS: TRAVIS W. CAMPBELL GROUP MEMBERS: WILLIAM L. CAMPBELL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SENETEK PLC /ENG/ CENTRAL INDEX KEY: 0000789944 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 770039728 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55983 FILM NUMBER: 11719247 BUSINESS ADDRESS: STREET 1: 23 PALACE STREET STREET 2: LONDON CITY: UNITED KINGDOM STATE: X0 ZIP: SW1E 5HW BUSINESS PHONE: 7072263900 MAIL ADDRESS: STREET 1: 620 AIRPARK RD STREET 2: LONDON SW1E 5HW CITY: NAPA STATE: CA ZIP: 94450 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brush Prairie Minerals, Inc CENTRAL INDEX KEY: 0001516026 IRS NUMBER: 510275698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 14006 CITY: SPOKANE STATE: WA ZIP: 99214 BUSINESS PHONE: 509-922-3153 MAIL ADDRESS: STREET 1: PO BOX 14006 CITY: SPOKANE STATE: WA ZIP: 99214 SC 13D 1 senetek-joint13d_31611.txt SCHEDULE 13D MARCH 16, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SENETEK PLC __________________________________________________________________ (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE __________________________________________________________________ (Title of Class of Securities) 817209208 __________________________________________________________________ (CUSIP Number) William L. Campbell P.O. Box 14006 Spokane, WA 99214 (509) 922-3035 __________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 16, 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 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 [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 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 (the "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). Page 1 of 8 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) William L. Campbell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 8,150,000 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 SHARES PERSON 10 SHARED DISPOSITIVE POWER WITH 8,150,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,150,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.3% 14 TYPE OF REPORTING PERSON* IN Page 2 of 8 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Travis W. Campbell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,650,000 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 SHARES PERSON 10 SHARED DISPOSITIVE POWER WITH 2,650,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,650,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7% 14 TYPE OF REPORTING PERSON* IN Page 3 of 8 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Brush Prairie Minerals, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,500,000 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 SHARES PERSON 10 SHARED DISPOSITIVE POWER WITH 5,500,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,500,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.6% 14 TYPE OF REPORTING PERSON* CO Page 4 of 8 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Chester Mining Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Idaho NUMBER OF 7 SOLE VOTING POWER SHARES 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,650,000 shares EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 SHARES PERSON 10 SHARED DISPOSITIVE POWER WITH 2,650,000 shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,650,000 shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7% 14 TYPE OF REPORTING PERSON* CO Page 5 of 8 ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock, $0.65 (40 pence) par value per share (the "Common Stock"), of Senetek PLC, a company formed under the laws of England (the "Issuer"). The principal executive offices of the Issuer are located at 51 New Orleans Court, Suite 1A, Hilton Head, SC 29928. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D Statement is hereby filed jointly by William L. Campbell, Travis W. Campbell, Brush Prairie Minerals, Inc., a Delaware corporation ("Brush Prairie"), and Chester Mining Company, an Idaho corporation ("Chester Mining") (collectively, the "Reporting Persons). (a) Mr. William L. Campbell is the CEO of Chester Mining and the President of Brush Prairie and a principal shareholder of both entities. Mr. Travis W. Campbell is the President of Chester Mining. Due to his relationship to Chester Mining and Brush Prairie, Mr. William L. Campbell may be deemed to have shared voting and investment power with respect to, and as a result, have shared beneficial ownership of, the shares of Common Stock owned by Chester Mining and Brush Prairie. Due to his relationship to Chester Mining, Mr. Travis W. Campbell may be deemed to have shared voting and investment power with respect to, and as a result, have shared beneficial ownership of, the shares of Common Stock owned by Chester Mining. Mr. Travis W. Campbell, however, disclaims beneficial ownership of such shares of Common Stock except to the extent of his pecuniary interest therein. Travis W. Campbell is the adult son of William L. Campbell. (b) The addresses of the Reporting Persons are as follows: William L. Campbell P.O. Box 14006 Spokane, WA 99214 Travis W. Campbell P.O. Box 13277 Spokane, WA 99213 Chester Mining & Brush Prairie 905 N. Pines Rd. Suite A Spokane Valley, WA 99206 (c) Chester Mining and Brush Prairie are mining companies. William L. Campbell is a private investor in public companies, and Travis W. Campbell is President of Chester Mining. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons was a party to a 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) William L. Campbell and Travis W. Campbell and citizens of the United States of America. Chester Mining is an Idaho corporation and Brush Prairie is a Delaware corporation. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 17, 2011, Chester Mining acquired 2,650,000 shares of Common Stock and Brush Prairie acquired 5,500,000 shares of Common stock (collectively, the "Shares"). Each entity exchanged a like number of shares which each entity owned in Iron Eagle Acquisitions, Inc., a Nevada corporation ("Iron Eagle"), for the Shares. As a result of the transaction, Iron Eagle became a wholly owned subsidiary of the Issuer. Page 6 of 8 ITEM 4. PURPOSE OF TRANSACTION. On March 16, 2011, the Issuer entered into a Stock-for-Stock Exchange Agreement dated March 16, 2011, (the "Agreement") with Iron Eagle, and the two shareholders of Iron Eagle, namely Chester Mining and Brush Prairie (collectively the "Shareholders"). Pursuant to the terms of the Agreement, the Issuer agreed to issue shares of its common stock in exchange for all of the outstanding shares of Iron Eagle. At the closing held on March 17, 2011, the Issuer issued 5,500,000 shares of Common Stock to Brush Prairie and 2,650,000 shares of Common Stock to Chester Mining, and John P. Ryan, the CEO and a director of the Issuer, was appointed as the sole director and officer Iron Eagle. Also at closing Chester Mining appointed Howard Crosby (the President, Chief Financial Officer, and a director of the Issuer) and Mr. Ryan as directors of Chester Mining. Further at closing, Brush Prairie appointed Mr. Ryan and Mr. Crosby as directors of Brush Prairie. The sales were made in transactions that were exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), and each Shareholder represented to the Issuer that such entity understood that the sale of the Shares to such parties was intended to be exempt from registration under the Securities Act and exempt from registration or qualification under any state law. Except to the extent provided in this Schedule 13D, the Reporting Persons do not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. For example, Chester Mining may, at some point in the future, and subject to compliance with federal and state securities laws, distribute part or all of the Shares received by it in the above transactions on a pro rata basis to its shareholders as a stock dividend. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Pursuant to Rule 13d-3(a) under the Securities Exchange Act of 1934, at the close of business on March 29, 2011, the Issuer had 15,883,508 shares of Common Stock issued and outstanding, including the Shares. After the consummation of the transactions described in Item 4 of this Schedule 13D, William L. Campbell has shared power to vote and direct the disposition of, and therefore beneficially owns, 8,150,000 shares of Common Stock, which constitutes approximately 51.3% of the outstanding shares; Travis W. Campbell and Chester Mining have shared power with William L. Campbell to vote and direct the disposition of, and therefore beneficially own, 2,650,000 shares of Common Stock, which constitutes approximately 16.7% of the outstanding shares; and Brush Prairie has shared power with William L. Campbell to vote and direct the disposition of, and therefore beneficially own, 5,500,000 shares of Common Stock, which constitutes approximately 34.6% of the outstanding shares. The Reporting Persons have not effected any transactions in the Common Stock during the past 60 days, except as described in this Schedule 13D. Other than the Reporting Persons, 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 shares of Common Stock beneficially owned by the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described in Item 4 of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons 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 of the Issuer, finders 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, or a pledge or contingency, the occurrence of which would give another person voting power over the Shares. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit No. Description 1 Agreement of Joint Filing, dated as of March 29, 2011, by and among William L. Campbell, Travis W. Campbell, Chester Mining Company, and Brush Prairie Minerals, Inc. (Filed herewith) Page 7 of 8 2 Stock-for-Stock Exchange Agreement dated March 16, 2011 (Filed with the SEC on March 18, 2011 (SEC File No. 000-14691) as Exhibit 2.1 and incorporated herein by reference) 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. Date: March 29, 2011 /s/ William L. Campbell William L. Campbell, an Individual Date: March 29, 2011 /s/ Travis W. Campbell Travis W. Campbell, an Individual Chester Mining Company Date: March 29, 2011 By /s/ Travis W. Campbell Travis W. Campbell, President Brush Prairie Minerals, Inc. Date: March 29, 2011 By /s/ William L. Campbell William L. Campbell, President Page 8 of 8 EX-1 2 joint13d-exhibit1.txt EXHIBIT 1 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, on behalf of each of them, of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.65 (40 pence) par value per share, of Senetek PLC, and that this Agreement be included as an Exhibit to such joint filing. The undersigned acknowledge and agree that all subsequent amendments to Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained in Schedule 13D and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of March 29, 2011. /s/ William L. Campbell William L. Campbell, an Individual /s/ Travis W. Campbell Travis W. Campbell, an Individual Chester Mining Company By /s/ Travis W. Campbell Travis W. Campbell, President Brush Prairie Minerals, Inc. By /s/ William L. Campbell William L. Campbell, President