0001511164-15-000245.txt : 20150507 0001511164-15-000245.hdr.sgml : 20150507 20150507132125 ACCESSION NUMBER: 0001511164-15-000245 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150507 DATE AS OF CHANGE: 20150507 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VAPOR HUB INTERNATIONAL INC. CENTRAL INDEX KEY: 0001515718 STANDARD INDUSTRIAL CLASSIFICATION: CIGARETTES [2111] IRS NUMBER: 273191889 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88826 FILM NUMBER: 15840728 BUSINESS ADDRESS: STREET 1: 67 W EASY STREET UNIT 115 CITY: SIMI VALLEY STATE: CA ZIP: 93065 BUSINESS PHONE: 805-309-0530 MAIL ADDRESS: STREET 1: 67 W EASY STREET UNIT 115 CITY: SIMI VALLEY STATE: CA ZIP: 93065 FORMER COMPANY: FORMER CONFORMED NAME: DogInn Inc. DATE OF NAME CHANGE: 20110316 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Perlingos Gary Jacob CENTRAL INDEX KEY: 0001633520 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 67 W EASY STREET, UNIT 115 CITY: SIMI VALLEY STATE: CA ZIP: 93065 SC 13D 1 vaporhubinternationalschedul.htm SC 13D Schedule 13D



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. __)


Vapor Hub International Inc.

(Name of Issuer)


COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)


922104104

(CUSIP Number)


Gary Jacob Perlingos

c/o Vapor Hub International Inc.

67 W Easy Street, Unit 115

Simi Valley, CA 93065

(805) 309-0530

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


February 5, 2015

(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 Rule 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 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 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).






 

1

NAME OF REPORTING PERSON

SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Gary Jacob Perlingos

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

3

SEC USE ONLY

4

SOURCE OF FUNDS*

OO

5

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

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

12,666,667

8

SHARED VOTING POWER

9

SOLE DISPOSITIVE POWER

12,666,667

10

SHARED DISPOSITIVE POWER

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,666,667

12

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

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.6% (1)

14

TYPE OF REPORTING PERSON*

IN

(1)

Based on a total of 68,060,001 shares of our common stock outstanding as of May 4, 2015.



2



Item 1.  Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”), of Vapor Hub International Inc., a Nevada corporation (the “Company”), which has its principal executive offices at 67 W Easy Street, Unit 115, Simi Valley, California 93065.

Item 2.  Identity and Background.

This statement is being filed by Gary Jacob Perlingos, a citizen of the United States of America (the “Reporting Person”).  The Reporting Person serves as the President and Chief Technology Officer of the Company and as a Director of the Company.  The Reporting Person’s business address is c/o Vapor Hub International Inc., 67 W Easy Street, Unit 115, Simi Valley, California 93065.

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

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

On February 14, 2014, the Company entered into a Share Exchange Agreement with Vapor Hub Inc., a California corporation (“Vapor”), Delite Products, Inc., a California corporation (“Delite”) and the shareholders of both companies (the “Exchange Agreement”), which shareholders included the Reporting Person.  Pursuant to the terms of Exchange Agreement, the Company agreed to acquire all 30,000 of the issued and outstanding shares of Vapor’s common stock (10,000 of which were held by the Reporting Person), as well as all 30,000 of the issued and outstanding shares of Delite’s common stock (10,000 of which were held by the Reporting Person) in exchange for the issuance by the Company of 38,000,001 shares of common stock to the shareholders of both companies, including 12,666,667 shares of common stock to the Reporting Person.  On March 14, 2014, the Company completed the acquisition of Vapor and issued all of the 38,000,001 shares of its stock to the shareholders of Vapor, who were also the shareholders of Delite.  On March 26, 2015, the Company completed the acquisition of Delite.  As a result of the closing of the transactions contemplated by the Exchange Agreement, Vapor and Delite became the Company’s wholly owned subsidiaries and the Company now carries on the business of developing, producing, marketing and selling the next generation of electronic cigarettes, known as vaping devices, and related accessories, including e-liquids, batteries and atomizers.  Prior to the Company’s acquisition of Vapor, the Company existed as a “shell company” with nominal assets whose sole business was to identify, evaluate and investigate various companies to acquire or with which to merge.

The beneficial ownership of Common Stock reported in this Schedule 13D by the Reporting Person is based on the Reporting Person’s ownership of the Company’s Common Stock, and assumes a total of 68,060,001 shares of Common Stock outstanding as of May 4, 2015.

Item 4.  Purpose of Transaction.

Reference is made to the disclosure set forth under Item 3 of this Schedule 13D, which disclosure is incorporated herein by reference.

The shares of Common Stock to which this Schedule 13D relates are held by the Reporting Person as an investment.  The Reporting Person disclaims any membership in a group relating to the Company.



3




The Reporting Person does not have any plans or proposals which relate to or would result in the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; 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 Company's board of directors; any material change in the present capitalization or dividend policy of the Company; any other material change in the Company's business or corporate structure; any changes in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; 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; a class of equity securities of the Company becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

Reference is made to the disclosure set forth under Items 3 and 4 of this Schedule 13D, which disclosure is incorporated herein by reference.

As of May 4, 2015, the Reporting Person beneficially owned 12,666,667 shares of Common Stock (the “Shares”).  Since 68,060,001 shares of Common Stock were outstanding as of May 4, 2015, the Shares constitute approximately 18.6% of the shares of Common Stock issued and outstanding.

The Reporting Person has the sole power vote or direct the vote of, and to dispose of or direct the disposition of, the Shares.

The Reporting Person has not effected any transactions in the Company’s Common Stock in the past 60 days.

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

Not applicable.

Item 7.  Material to be Filed as Exhibits.

Not applicable.



4



SIGNATURE


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



Dated: May 7, 2015

 /s/ Gary Jacob Perlingos

Gary Jacob Perlingos




5