(1)
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Names of Reporting Persons: Smart Train Australian Pty. Ltd.
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(2)
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Check the Appropriate Box if a Member of a Group:
(a) o
(b) o
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(3)
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SEC Use Only
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(4)
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Source of Funds: WC
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(5)
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): o
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(6)
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Citizenship or Place of Organization: Australia
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with:
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(7)
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Sole Voting Power: 0
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(8)
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Shared Voting Power: 5,400,000(1)
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(9)
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Sole Dispositive Power: 0
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(10)
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Shared Dispositive Power: 5,400,000(1)
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(11)
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Aggregate Amount Beneficially Owned by Each Reporting Person: 5,400,000(1)
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(12)
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: o
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(13)
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Percent of Class Represented by Amount in Row (11): 10.4%
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(14)
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Type of Reporting Person: CO
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(a)
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This statement on Schedule 13D is filed on behalf of Smart Train Australian Pty Ltd. (“Smart Train”). Smart Train is organized under the laws of Australia. The principal business of Smart Train is Trustee and investment vehicle for shareholder investments. The business address of Smart Train is Suite 21, 22 Railway Rd., Subiaco WA, 6008 Australia. The name, business address, citizenship and present principal occupation or employment of each executive officer and director of Smart Train are set forth in Schedule “A” attached hereto and incorporated herein by reference.
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(b)
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See (a) above.
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(c)
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See (a) above.
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(d)
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During the past five years, neither Smart Train, nor to the knowledge of Smart Train, any of the persons listed in Schedule “A”, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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During the past five years, neither Smart Train, nor to the knowledge of Smart Train, any of the persons listed in Schedule “A”, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.
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(f)
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See (a) above.
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(a)
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Smart Train beneficially owns an aggregate of 3,600,000 Shares and Warrants to acquire up to 1,800,000 Shares of the Issuer, or approximately 10.4% of the Issuer’s outstanding common stock.
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(b)
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Smart Train has the sole power to vote and to dispose of the securities of the Issuer acquired by it.
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(c)
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None of the reporting persons has effected any other transactions in the Issuer’s common stock within the past 60 days.
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(d)
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Not applicable.
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(e)
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Not applicable.
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Date: April 4, 2011
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Smart Train Australian Pty. Ltd.
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Per:
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/s/ Tobias Byrne
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Name: Tobias Byrne
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Title: Director
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Name
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Business Address
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Present Principal Occupation
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Citizenship
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Tobias Byrne
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Suite 21, 22 Railway Road
Subiaco, WA 6008
Australia
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Consultant
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Australian
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Bianca Byrne
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Suite 21, 22 Railway Road
Subiaco, WA 6008
Australia
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Geologist
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Australian
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