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(b)
(Amendment No. _________)*
LONG ISLAND ICED TEA CORP.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
54267E 104
(CUSIP Number)
June 2, 2015
(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 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 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).
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CUSIP No. 54267E 104
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13G
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Page 2 of 7 Pages
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Eric J. Watson | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares | |
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6 |
SHARED VOTING POWER
754,355 Shares | ||
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7 |
SOLE DISPOSITIVE POWER
0 Shares | ||
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8 |
SHARED DISPOSITIVE POWER
754,355 Shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,355 Shares | ||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.9% | ||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 54267E 104
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13G
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Page 3 of 7 Pages
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Cullen Inc Holdings Ltd. | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New Zealand | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 Shares | |
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6 |
SHARED VOTING POWER
754,355 Shares | ||
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7 |
SOLE DISPOSITIVE POWER
0 Shares | ||
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8 |
SHARED DISPOSITIVE POWER
754,355 Shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
754,355 Shares | ||
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.9% | ||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No. 54267E 104
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13G
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Page 4 of 7 Pages
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| Item 1(a). | Name of Issuer: |
Long Island Iced Tea Corp.
| Item 1(b.) | Address of Issuer’s Principal Executive Offices: |
116 Charlotte Avenue, Hicksville, New York 11801
| Item 2(a). | Name of Persons Filing: |
Eric J. Watson and Cullen Inc Holdings Ltd. (“Cullen Holdings”), an entity controlled by Mr. Watson.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The business address of Mr. Watson and Cullen Holdings is Level 9, 68 Shortland Street, P.O. Box 91269, Auckland, New Zealand.
| Item 2(c). | Citizenship: |
Mr. Watson is a citizen of New Zealand. Cullen Holdings is a New Zealand company.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $.0001 per share
| Item 2(e). | CUSIP Number: |
54267E 104
| Item 3. | If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Exchange Act; |
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Exchange Act; |
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act; |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(ii)(E); |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
| The percentages used herein are calculated based upon 4,461,783 shares outstanding as stated in the Issuer’s Quarterly Report on Form 10-Q filed on August 13, 2015. |
| (a) | Amount beneficially owned: |
Mr. Watson and Cullen Holdings beneficially own 754,355 shares of common stock of the Issuer.
| (b) | Percent of Class: |
16.9%
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
0 shares of common stock
| (ii) | Shared power to vote or to direct the vote: |
754,355 shares of common stock
| (iii) | Sole power to dispose or to direct the disposition of: |
0 shares of common stock
| (iv) | Shared power to dispose or to direct the disposition of: |
754,355 shares of common stock
| 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 Company or 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. | Certifications. |
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, other than activities solely in connection with a nomination under § 240.14a-11.
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: October 13, 2015
| /s/ Eric J. Watson | |||
| Eric J. Watson | |||
| Cullen Inc Holdings Ltd. | |||
| By: | /s/ Eric J. Watson | ||
| Name: Eric J. Watson | |||
| Title: Authorized Signatory | |||
JOINT FILING AGREEMENT
AGREEMENT dated as of October 13, 2015, between Eric J. Watson and Cullen Inc Holdings Ltd. (together, the “Parties”).
Each Party hereto represents to the other Party that it is eligible to use Schedule 13G to report its beneficial interest in shares of common stock, $.0001 par value per share, of Long Island Iced Tea Corp. (“Schedule 13G”) and acknowledges that it is filing the Schedule 13G to report such ownership on behalf of itself.
Each of the Parties agrees to be responsible for the timely filing of the Schedule 13G and any and all amendments thereto and for the completeness and accuracy of the information concerning itself contained in the Schedule 13G, and of the other Party to the extent it knows or has reason to believe that any information about the other Party is inaccurate.
Dated: October 13, 2015
| /s/ Eric J. Watson | |||
| Eric J. Watson | |||
| Cullen Inc Holdings Ltd. | |||
| By: | /s/ Eric J. Watson | ||
| Name: Eric J. Watson | |||
| Title: Authorized Signatory | |||