UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO §240.13d-2
(Amendment No. __)*
| PETRON ENERGY II, INC. |
| (Name of Issuer) |
| COMMON STOCK, $0.0001 PAR VALUE |
| (Title of Class of Securities) |
| 71674W204 |
| (CUSIP Number) |
| April 3, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
£ Rule 13d-1(b)
þ Rule 13d-1(c)
£ Rule 13d-1(d)
(Page 1 of 8 Pages)
| * | 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 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 13G | ||
| CUSIP No. 71674W204 | Page 2 of 8 Pages |
| 1. |
NAMES OF REPORTING PERSONS
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) £ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY |
5. |
SOLE VOTING POWER 310,382,710* (See Item 4) |
| 6. |
SHARED VOTING POWER -0- (See Item 4) | |
|
EACH REPORTING PERSON WITH |
7. |
SOLE DISPOSITIVE POWER 310,382,710* (See Item 4) |
| 8. |
SHARED DISPOSITIVE POWER -0- (See Item 4) |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,382,710* (See Item 4) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ |
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* (See Item 4) |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO – limited liability company
|
* Represents the total number of shares of Common Stock currently issuable under a convertible note held by Magna Group, LLC, plus the Commitment Shares (defined herein) held by Magna Group, LLC. Subject to adjustment. (See Item 4).
| SCHEDULE 13G | ||
| CUSIP No. 71674W204 | Page 3 of 8 Pages |
| 1. |
NAMES OF REPORTING PERSONS Joshua Sason
|
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (b) £ |
| 3. |
SEC USE ONLY
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY |
5. |
SOLE VOTING POWER 310,382,710* (See Item 4) |
| 6. |
SHARED VOTING POWER -0- (See Item 4) | |
|
EACH REPORTING PERSON WITH |
7. |
SOLE DISPOSITIVE POWER 310,382,710* (See Item 4) |
| 8. |
SHARED DISPOSITIVE POWER -0- (See Item 4) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,382,710* (See Item 4) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.99%* (See Item 4) |
| 12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
* Represents the total number of shares of Common Stock currently issuable under a convertible note held by Magna Group, LLC, plus the Commitment Shares (defined herein) held by Magna Group, LLC. Subject to adjustment. (See Item 4)
| SCHEDULE 13G | ||
| CUSIP No. 71674W204 | Page 4 of 8 Pages |
Item 1.
| (a) | Name of Issuer: |
| Petron Energy II, Inc., a Nevada corporation (the “Issuer”) |
| (b) | Address of Issuer’s Principal Executive Offices: |
| 17950 Preston Road, Suite 960 |
| Dallas, Texas 75252 |
Item 2.
| (a) | Name of Person Filing: |
This Schedule 13G is being jointly filed by Magna Group, LLC, a New York limited liability company (“Magna”), and Joshua Sason (each, a “Reporting Person” and, collectively, the “Reporting Persons”) with respect to shares of common stock, $0.0001 par value, of the Issuer (the “Common Stock”) owned directly by Magna.
| (b) | Address of Principal Business Office, or if None, Residence: |
The address of the principal business office of each of the Reporting Persons is: 5 Hanover Square, New York, New York 10004.
| (c) | Citizenship: |
Magna is a New York limited liability company.
Mr. Sason is a United States citizen.
| (d) | Title of Class of Securities: |
Common Stock, $0.0001 par value
| (e) | CUSIP Number: |
71674W204
| SCHEDULE 13G | ||
| CUSIP No. 71674W204 | Page 5 of 8 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | £ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
| (b) | £ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | £ | Insurance Issuer as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | £ | Investment Issuer registered under Section 8 of the Investment Issuer Act of 1940 (15 U.S.C. 80a-8). |
| (e) | £ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | £ | An employee benefit plan or endowment fund in accordance with §240. 13d-1(b)(1)(ii)(F); |
| (g) | £ | A parent holding Issuer or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | £ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | £ | A church plan that is excluded from the definition of an investment Issuer under section 3(c)(14) of the Investment Issuer Act of 1940 (15 U.S.C. 80a-3); |
| (j) | £ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | £ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________
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: |
The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
| (b) | Percent of class: |
The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person.
| SCHEDULE 13G | ||
| CUSIP No. 71674W204 | Page 6 of 8 Pages |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote
| The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
(ii) Shared power to vote or to direct the vote
| The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
(iii) Sole power to dispose or to direct the disposition of
| The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
(iv) Shared power to dispose or to direct the disposition of
| The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
The 310,382,710 shares of Common Stock beneficially owned by Magna may be acquired by Magna pursuant to the exchange of certain convertible notes of the Issuer that were purchased by Magna from a third party. On April 3, 2014, Magna entered into a Master Exchange Agreement with the Issuer, pursuant to which Magna may, at any time, exchange all, or any part, of such convertible notes of the Issuer into common stock of the Issuer; provided, that after giving effect to any such exchange, Magna does not beneficially own more than 9.99% of the then outstanding shares of common stock of the Issuer.
Mr. Sason is the Chief Executive Officer of Magna and owns all of the membership interests in Magna. Accordingly, Mr. Sason, subject to the limitations of the rights described above, has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all securities owned directly by Magna, including, without limitation, the Common Stock. Mr. Sason does not directly own any shares of Common Stock. Under Rule 13d-3 under the Exchange Act, Mr. Sason may be deemed to beneficially own the shares of Common Stock owned directly by Magna. Magna is not a registered broker-dealer, and neither Magna nor any of its affiliates is an affiliate or an associated person of a registered broker-dealer.
| SCHEDULE 13G | ||
| CUSIP No. 71674W204 | Page 7 of 8 Pages |
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 [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Issuer.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 that purpose or effect.
| SCHEDULE 13G | ||
| CUSIP No. 71674W204 | Page 8 of 8 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.
| Dated: May 28, 2014 | |||
| MAGNA GROUP, LLC | |||
| By: | /s/ Joshua Sason | ||
| Name: | Joshua Sason | ||
| Title: | Chief Executive Officer | ||
| /s/ Joshua Sason | |||
| JOSHUA SASON | |||
EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement, dated as of May 28, 2014, by and between Magna Group, LLC and Joshua Sason.
Exhibit 1
Joint Filing Agreement
This Joint Filing Agreement, entered into and effective as of May 28, 2014, is made by and between Magna Group, LLC and Joshua Sason (each, a “Filer” and, collectively, the “Filers”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Each of the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G (the “Schedule 13G”) is filed on behalf of each of the Filers and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate. Each Filer consents to the filing of this Joint Filing Agreement as an exhibit to the Schedule 13G.
This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date set forth above.
| MAGNA GROUP, LLC | |||
| By: | /s/ Joshua Sason | ||
| Name: | Joshua Sason | ||
| Title: | Chief Executive Officer | ||
| /s/ Joshua Sason | |||
| JOSHUA SASON | |||