0001117768-12-000017.txt : 20120126 0001117768-12-000017.hdr.sgml : 20120126 20120126143315 ACCESSION NUMBER: 0001117768-12-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120126 DATE AS OF CHANGE: 20120126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Elliot Jay CENTRAL INDEX KEY: 0001539468 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 315 UNIVERSITY AVENUE CITY: LOS GATOS STATE: CA ZIP: 95030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARMONY METALS, INC. CENTRAL INDEX KEY: 0001503985 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 271230588 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86539 FILM NUMBER: 12547266 BUSINESS ADDRESS: STREET 1: 6538 COLLINS AVENUE STREET 2: SUITE 476 CITY: MIAMI STATE: FL ZIP: 33141 BUSINESS PHONE: 501-639-1909 MAIL ADDRESS: STREET 1: 6538 COLLINS AVENUE STREET 2: SUITE 476 CITY: MIAMI STATE: FL ZIP: 33141 SC 13D 1 mainbody.htm MAINBODY mainbody.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________
 
SCHEDULE 13D

Under the Securities Act of 1934

Harmony Metals, Inc.
(Name of Issuer)
 
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
 
413248 10 5
(CUSIP Number)
 
Darren Ofsink, Esq.
Guzov Ofsink, LLC
900 Third Avenue, 5th Floor
New York, New York 10022
Tel. No. (212) 371-8008
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 30, 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 §§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 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 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 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. 413248 10 5
 
 


1
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
            Jay Elliot
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
           (a)     o
           (b)     o
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
OO/ PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
 SOLE VOTING POWER
2,327,585
 
8
 SHARED VOTING POWER
0
 
9
 SOLE DISPOSITIVE POWER
2,327,585
 
10
 SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
             2,327,585
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
             26.35%
14
TYPE OF REPORTING PERSON
 
             IN
 
 

 


 
Page 2 of 6 Pages

 
CUSIP No. 413248 10 5
 
 

 
Item 1.  Security and Issuer.

The class of equity securities to which this Schedule 13D (the “Statement”) relates is the common stock, $.001 par value per share (the “Common Stock”) of Harmony Metals, Inc. (the “Issuer”).

The Issuer is a Florida corporation and its principal executive office is located at 315 University Avenue, Los Gatos, California 95030.

Item 2.  Identity and Background.

(a)           The name of the person filing this statement is Jay Elliot, hereinafter referred to as the “Reporting Person.”

(b)           The address of the Reporting Person is 315 University Avenue, Los Gatos, California 95030.

(c)           The Reporting Person’s present occupation is Chief Executive Officer, President and director of the Issuer. The Principal business of the Issuer is software application development. The principal business address of the Issuer is 315 University Avenue,  Los Gatos, California 95030.

(d)           During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(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, United States federal or state securities laws or finding any violations with respect to such laws.

(f)           The Reporting Person is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.

The Reporting Person acquired 2,327,585 shares of Common Stock as a result of the share exchange that was consummated on December 30, 2011 by and among stockholders of the Issuer, Nuvel Inc., a Delaware corporation (“Nuvel”) and stockholders of Nuvel (the “Share Exchange”).

Item 4.  Purpose of Transaction.

The Reporting Person acquired 2,327,585 shares of Common Stock as a result of the Share Exchange as described in Item 3 herein. The Share Exchange resulted in the Issuer acquiring 100% ownership interests of Nuvel, Nuvel becoming a wholly-owned subsidiary of the Issuer, and stockholders of Nuvel becoming stockholders of the Issuer.
 
 
 

 
 
Page 3 of 6 Pages

 
CUSIP No. 413248 10 5
 

 


The Reporting Person has no plans or proposals which would relate to or result in:

 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;

 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;

 
(f)
Any other material change in the Issuer’s business or corporate structure;

 
(g)
Changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 
(i)
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, as amended; or

 
(j)
Any action similar to any of those enumerated above.

             The Reporting Persons reserves the right from time to time to acquire or dispose of shares of Common Stock or to formulate other purposes, plans or proposals regarding the Issuer or securities of the Issuer held by such Reporting Person to the extent deemed advisable in light of general investment policies, market conditions and other factors.
 
Item 5.  Interest in Securities of the Issuer.

(a), (b)  As of the date hereof, the Reporting Person beneficially owns a total of 2,327,585 shares of the Issuer’s Common Stock which represents approximately 26.35% of the Issuer’s outstanding Common Stock.
 
 
 
 

 
Page 4 of 6 Pages

 
CUSIP No. 413248 10 5
 

 

 
(c)  Except as described in Items 3 and 4 of this report on Schedule 13D, no transactions in the Common Stock were effected during the past sixty days by the Reporting Person.
 
(d)  Not applicable.
 
(e)   Not applicable.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

2,327,585 shares of Common Stock owned by the Reporting Person are subject to certain lockup agreement between the Issuer and the Reporting Person, dated December 30, 2011.

Except for the foregoing, to the knowledge of the Reporting Person there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Company, 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.

   1.
Share Exchange Agreement, dated as of December 30, 2011 by and among the Issuer, Nuvel and Nuvel Shareholders.*
   2.
__________
* Incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report of Form 8-K, filed with the SEC on January 6, 2012.
 
 
 
 

 
 
Page 5 of 6 Pages

 
CUSIP No. 413248 10 5


 
SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Date:           January 26, 2012
 
/s/        Jay Elliot                                                     
Name:  Jay Elliot
 
 
 
 
 
 

 


 
Page 6 of 6 Pages

 

EX-10.2 2 exhibit102.htm EXHIBIT102 exhibit102.htm
 
 
December 30, 2011
 

 
Re:         Lock-Up Agreement
 
Reference is made to the proposed share exchange (the “Exchange”) between the holders of the common stock of Nuvel, Inc., a Delaware corporation (the “Company”) and Harmony Metals, Inc. (“Harmony”), a Florida corporation, by which the common stock of Harmony, par value $.001 per share (the “Common Stock”) will be issued to such holders in exchange for shares of the Company pursuant to the Share Exchange Agreement dated as of December 30, 2011 (the “Exchange Agreement”).
 
The undersigned, upon the consummation of the Exchange, will hold shares of Common Stock, or securities convertible into or exchangeable or exercisable for, shares of Common Stock (collectively, the "Securities"). The undersigned agrees that, during the period commencing on the date of the Exchange through the date ending 180 days following the repayment in full of all principal and interest on, and other obligations pursuant to, the Secured Promissory Note issued by the Company in favor of Paragon Capital Offshore LP, dated December 30, 2011, (such period, the “Restricted Period”), the undersigned will not directly or indirectly offer, sell, offer to sell, contract to sell, grant any option, right or warrant to purchase or sell, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at anytime in the future) any Securities of the Company, including any shares of Common Stock underlying any Securities, beneficially owned by such person or entity.
 
The undersigned hereby authorizes the Company during the Restricted Period to cause any transfer agent for the Common Stock  to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, the Common Stock for which the undersigned is the record holder and, in the case of Common Stock  for which the undersigned is the beneficial but not the record holder, agrees during the Restricted Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Common Stock.
 
Notwithstanding the foregoing, the undersigned may during the Restricted Period:  (i) transfer any amount of the Securities either during the undersigned’s lifetime or on death by will or intestacy to such person’s family member or affiliate, or to a trust the beneficiaries of which are exclusively the undersigned and/or a member or members of the undersigned’s family member; or (ii) make a bona fide gift of any amount of the Securities to any person; provided, however, that in the case of any such transfer or gift, it shall be a condition to such transfer or gift that the transferee or donee execute an agreement (an original copy of which shall be provided to the Company) stating that the transferee or donee is receiving and holding such transferred or donated shares subject to the provisions of this letter agreement, and there shall be no further transfer of such transferred or donated shares except in accordance with this letter agreement.  For purposes of this letter agreement: “affiliate” means, as to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with such person or is a director or officer of such person; “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a person includes, without limitation, the possession, direct or indirect, of the power to vote 10% or more of the voting interests of such person or to direct or cause the direction of the management and policies of such person, whether through the ownership of voting interests, by contract or otherwise; “family member” means with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation, association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals, trusts or organizations and with respect to any trust, the owners of the beneficial interests of such trust; and “person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
 
 
 
 

 
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The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this letter agreement.  This letter agreement is irrevocable and all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,
 
Signature: /s/   Jay Elliot                                                                                                                                 
 
Printed Name:  Jay Elliot
 
(Indicate capacity of person signing if signing as custodian or trustee or on behalf of an entity)
 
Address:
 
__________________________________________________________________________
 
__________________________________________________________________________
 
__________________________________________________________________________
 

 
Accepted as of the date
 
first set forth above:
 
NUVEL INC.
 
 
 
By:  /s/ Jay Elliot                                                         
 
Name:   Jay Elliot
 
Title:     Chief Executive Officer
 
 
 
 
 
 
 

 
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