0001477932-14-003853.txt : 20140724 0001477932-14-003853.hdr.sgml : 20140724 20140724160550 ACCESSION NUMBER: 0001477932-14-003853 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140724 DATE AS OF CHANGE: 20140724 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Language Arts Corp. CENTRAL INDEX KEY: 0001577189 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 462681687 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88247 FILM NUMBER: 14991409 BUSINESS ADDRESS: STREET 1: 1075 PEACHTREE STREET NE STREET 2: SUITE 3650 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 409-965-3761 MAIL ADDRESS: STREET 1: 1075 PEACHTREE STREET NE STREET 2: SUITE 3650 CITY: ATLANTA STATE: GA ZIP: 30309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dickson Everett Marion CENTRAL INDEX KEY: 0001612797 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 1075 PEACHTREE STREET NE STREET 2: SUITE 3650 CITY: ATLANTA STATE: GA ZIP: 30309 SC 13D 1 lgua_sc13D.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

 

(Amendment No. _______)*

 

LANGUAGE ARTS CORP.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

51585U109

(CUSIP Number)

 

David Lubin, Esq.

David Lubin & Associates, PLLC

108 S. Franklin Avenue

Valley Stream, New York 11580

(516) 887-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

July 23, 2014

(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 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 Section 240.13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

(Page 1 of 5 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 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).

 

 

 

CUSIP No. 51585U109

13D

Page 2 of 5

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Everett Dickson

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3.

SEC USE ONLY

4.

SOURCE OF FUNDS

PF

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7.

SOLE VOTING POWER

6,000,000

8.

SHARED VOTING POWER

0

9.

SOLE DISPOSITIVE POWER

6,000,000

10.

SHARED DISPOSITIVE POWER

0

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,000,000

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES 

CERTAIN SHARES ¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

63%

14.

TYPE OF REPORTING PERSON

IN

 

 

 

CUSIP No. 51585U109

13D

Page 3 of 5

 

Item 1. Security and Issuer.

 

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Language Arts Corp., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are currently located at 1075 Peachtree Street NE, Suite 3650, Atlanta, Georgia 30309.

 

Item 2. Identity and Background.

 

(a)  This Schedule 13D is filed by Everett Dickson (the “Reporting Person”).

 

(b)  The Reporting Person’s business address is 1075 Peachtree Street NE, Suite 3650, Atlanta, Georgia 30309.

 

(c)  The Reporting Person’s principal occupation is President and Chief Executive Officer of Flasr, Inc., a private company. The address is 1075 Peachtree Street NE, Suite 3650, Atlanta, Georgia 30309.

 

(d)  During the last five years, the Reporting Person has not been convicted in any 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, federal or state securities laws or finding any violation with respect to such laws.

 

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

 

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

 

On July 23, 2014, the Reporting Person purchased 6,000,000 shares of Common Stock of the Issuer from Maria del Pilar Jaen (“Jaen”). The shares represent 63% of the issued and outstanding shares of the Issuer on a fully diluted basis. The transaction was in accordance with the terms and provisions of a stock purchase agreement entered into on June 25, 2014 between the Issuer, Reporting Person and Jaen. The purchase price for the shares was $30,000 and is payable by the Reporting Person to Jaen on January 23, 2015.

 

Item 4. Purpose of Transaction.

 

The shares of Common Stock acquired by the Reporting Person were acquired in order to gain control of the Company. On July 23, 2014, in connection with the closing of the purchase of the shares described in Item 3 above, Jaen resigned as the sole officer and director of the Issuer and the Reporting Person was appointed President, Chief Executive Officer, Chief Financial Officer and a director of the Issuer. The Reporting Person is desirous of (i) having the Issuer acquire Flasr, Inc., a company owned by the Reporting Person, (ii) changing the name of the Company, (iii) increasing the authorized share capital of the Issuer as well as authorizing the Issuer to issue blank check preferred stock and (iv) forward splitting the outstanding stock of the Issuer.

 

Other than as set forth above, the Reporting Person does not have any other plans or proposals that would relate to or result in any of the matters set forth below.

 

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

 

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

 

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

 

 

 

CUSIP No. 51585U109

13D

Page 4 of 5

 

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

 

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

 

(f) Any other material change in the Company's business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

(g) Changes in the Company's charter, bylaws, 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 Company 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 Company 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.

 

Item 5. Interest in Securities of the Issuer.

 

(a)  As of July 23, 2014, the Reporting Person is deemed the beneficial owner of 6,000,000 shares of Common Stock representing 63% of the Issuer’s outstanding Common Stock, The foregoing percentage is based upon 9,500,000 shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014, as filed with the Securities and Exchange Commission on June 27, 2014, as amended on July 21, 2014.

 

(b)  The Reporting Person has the sole power to vote or to direct the vote of 6,000,000 shares and to dispose of or to direct the disposition of 6,000,000 shares of Common Stock.

 

(c)  Other than the purchase described in Item 3 above, during the past 60 days, the Reporting Person affected no transactions in the Issuer’s common stock.

 

(d)  No entity or person other than the Reporting Person are 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 shares of Common Stock that are held by the Reporting Person reported herein.

 

(e)  Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Other than described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1

Stock Purchase Agreement, dated June 25, 2014 among Maria del Pilar Jaen, the Reporting Person and the Issuer (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8- K filed with the SEC on July 2, 2014)

 

 

 

CUSIP No. 51585U109

13D

Page 5 of 5

 

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: July 24, 2014 By: /s/ Everett Dickson  
    Everett Dickson