0001078782-14-001563.txt : 20140821 0001078782-14-001563.hdr.sgml : 20140821 20140821151524 ACCESSION NUMBER: 0001078782-14-001563 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140821 DATE AS OF CHANGE: 20140821 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CODESMART HOLDINGS, INC. CENTRAL INDEX KEY: 0001543098 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 454523372 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88103 FILM NUMBER: 141057496 BUSINESS ADDRESS: STREET 1: 5029 APPLE LANE CITY: MOHNTON STATE: PA ZIP: 19540 BUSINESS PHONE: 646-248-8550 MAIL ADDRESS: STREET 1: 5029 APPLE LANE CITY: MOHNTON STATE: PA ZIP: 19540 FORMER COMPANY: FORMER CONFORMED NAME: FIRST INDEPENDENCE CORP. DATE OF NAME CHANGE: 20120223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Black Mountain Equities, Inc. CENTRAL INDEX KEY: 0001615915 IRS NUMBER: 270156544 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7924 IVANHOE AVE STREET 2: SUITE #2 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-382-1896 MAIL ADDRESS: STREET 1: 7924 IVANHOE AVE STREET 2: SUITE #2 CITY: LA JOLLA STATE: CA ZIP: 92037 SC 13G 1 schedule13g_sc13g.htm SCHEDULE 13G Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE 13G

(Rule 13d-102)


Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2


Codesmart Holdings, Inc.

(Name of Issuer)


Common Stock, $0.0001 par value

(Title of Class of Securities)


19189U106

(CUSIP Number)


August 11, 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)

  X .Rule 13d-1 (c)

      .Rule 13d-1 (d)

 

* 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).

 

(Continued on following pages)


Page 1 of 6 Pages







CUSIP No. 19189U106

13G

Page 2 of 6 Pages

 

 

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Black Mountain Equities, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 

(a)        .

(b)    X .

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

5

SOLE VOTING POWER

 

0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

9,090,901

EACH

REPORTING

PERSON WITH

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

9,090,901

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,090,901

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      .

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

12

TYPE OF REPORTING PERSON*

 

CO


* SEE INSTRUCTIONS BEFORE FILLING OUT!




CUSIP No. 19189U106

13G

Page 3 of 6 Pages

 

 

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Adam Baker

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    

(a)        .

(b)    X .

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

5

SOLE VOTING POWER

 

0

SHARES

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER

 

9,090,901

EACH

REPORTING

PERSON WITH

7

SOLE DISPOSITIVE POWER

 

0

 

8

SHARED DISPOSITIVE POWER

 

9,090,901

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,090,901

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*      .

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.9%

12

TYPE OF REPORTING PERSON*

 

IN


* SEE INSTRUCTIONS BEFORE FILLING OUT!





CUSIP No. 19189U106

13G

Page 4 of 6 Pages

 

 

 

Item 1(a).

Name of Issuer:


CodeSmart Holdings, Inc.


Item 1(b).

Address of Issuer's Principal Executive Offices:


275 Seventh Avenue, 7th Floor

New York, NY 10001


Item 2(a).

Name of Persons Filing:


Black Mountain Equities, Inc.

Adam Baker


All of the securities covered by this report are owned directly by Black Mountain Equities, Inc. Adam Baker is the controlling shareholder and president of Black Mountain Equities, Inc. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Adam Baker is the beneficial owner of any of the securities covered by this statement, and Adam Baker expressly disclaims any equitable or beneficial ownership of such securities.


Item 2(b).

Address of Principal Business Office or, if none, Residence:


Address for all filers: c/o Black Mountain Equities, Inc., 7924 Ivanhoe Ave., Suite #2, La Jolla, CA 92037


Item 2(c).

Citizenship:


Black Mountain Equities, Inc. was formed under the laws of the State of California.

Adam Baker is a United States citizen.


Item 2(d).

Title of Class of Securities:


Common Stock, $0.0001 par value


Item 2(e).

CUSIP Number:


19189U106


Item 3.

If this statement is filed pursuant to rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


Not Applicable


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:  9,090,901* shares of Common Stock as of August 11, 2014.


(b)

Percent of Class:  9.9%*


*The Reporting Persons’ beneficial ownership of 9,090,901 shares of Common Stock constitutes 9.9%* of all the outstanding shares of Common Stock, based on 91,963,490 shares of Common Stock outstanding reported by the Issuer as of August 7, 2014.


(c)

Number of shares as to which such person has:




CUSIP No. 19189U106

13G

Page 5 of 6 Pages

 

 

 

(i)

sole power to vote or to direct the vote:  0


(ii)

shared power to vote or to direct the vote:  9,090,901*


(iii)

sole power to dispose or to direct the disposition of:  0


(iv)

shared power to dispose or to direct the disposition of:  9,090,901*


* Subject to the Ownership Limitation (defined below), the Reporting Persons may be deemed to beneficially own a total of 56,566,356 shares of Common Stock (“Shares”) consisting of: (i) 9,090,901 Shares held by Black Mountain Equities, Inc. (“BME”) issued upon partial conversion of a 10% OID Convertible Note Due February 12, 2015 (“Note”) in the initial principal amount of $50,000 and up to aggregate gross proceeds of $250,000 funded at BME’s discretion. The Note is convertible into shares of the Issuer’s Common Stock at the lesser of $1.25 or 65% of the lowest Common Stock trading price in the preceding 25 trading days, and (ii) 47,475,455 Shares issuable upon conversion of the remaining principal balance of the Note (assuming no interest accrual and a conversion price of $0.0011), subject to the Ownership Limitation.


In accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, because the number of shares of Common Stock into which the Note is convertible is limited, pursuant to the terms of the Note, to that number of shares of Common Stock which would result in the Reporting Persons having beneficial ownership of 9.9% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"), the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock that would cause any Reporting Person's beneficial ownership to exceed the Ownership Limitation. Therefore, in accordance with the Ownership Limitation, based upon 91,963,490 shares of Common Stock outstanding, each of the Reporting Persons beneficially owns 9,090,901 shares of Common Stock and disclaims beneficial ownership of 47,475,455 shares of Common Stock.


In addition, as permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Adam Baker, in his capacity as shareholder or president of BME, is the beneficial owner of the Shares or the Note. Adam Baker expressly disclaims any equitable or beneficial ownership of the Shares or the Note.


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 Persons have 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 Company of Control Person:


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 the undersigned certify that, to the best of its/his 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 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.




CUSIP No. 19189U106

13G

Page 6 of 6 Pages

 

 

 

SIGNATURE


After reasonable inquiry and to the best of its/his knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.





 

August 21, 2014

 

 

 

BLACK MOUNTAIN EQUITIES, INC.

 

 

 

 

By: 

/s/ Adam Baker

 

Name:

Adam Baker

 

Title:

President

 

 

 

 

 

/s/ Adam Baker

 

 

Adam Baker



Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (see 18 U.S.C. 1001).