0001019687-15-003669.txt : 20151008 0001019687-15-003669.hdr.sgml : 20151008 20151008170750 ACCESSION NUMBER: 0001019687-15-003669 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151008 DATE AS OF CHANGE: 20151008 GROUP MEMBERS: BIG NAME GROUP CO. LTD. GROUP MEMBERS: MASUYA TOMOE GROUP MEMBERS: MICHAEL DUNN GROUP MEMBERS: NING LIU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Global Future City Holding Inc. CENTRAL INDEX KEY: 0001164964 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980360989 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82278 FILM NUMBER: 151151360 BUSINESS ADDRESS: STREET 1: 26381 CROWN VALLEY PARKWAY STREET 2: SUITE 230 CITY: MISSION VIEJO STATE: CA ZIP: 92691 BUSINESS PHONE: (949) 582-5933 MAIL ADDRESS: STREET 1: 26381 CROWN VALLEY PARKWAY STREET 2: SUITE 230 CITY: MISSION VIEJO STATE: CA ZIP: 92691 FORMER COMPANY: FORMER CONFORMED NAME: FITT HIGHWAY PRODUCTS, INC. DATE OF NAME CHANGE: 20100812 FORMER COMPANY: FORMER CONFORMED NAME: Whos Your Daddy Inc DATE OF NAME CHANGE: 20050718 FORMER COMPANY: FORMER CONFORMED NAME: SNOCONE SYSTEMS INC DATE OF NAME CHANGE: 20020114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Liu Sam CENTRAL INDEX KEY: 0001634246 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 927 CANADA CT. CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 SC 13D 1 global_13d.htm SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

Global Future City Holding, Inc.

 

(Name of Issuer)

Common Stock

 

(Title of Class of Securities)

37954L 101

 

(CUSIP Number)

Michael Dunn

Masuya Tomoe

Ning Liu

26381 Crown Valley Parkway, Suite 230

Mission Viejo, CA 92691

949-582-5933

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

 

October 2, 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 § 240.13d-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 (“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 13D

CUSIP No. 37954L 101

 

  Page 1 of 4

 

1

NAME OF REPORTING PERSONS

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

 

BIG NAME GROUP CO. LTD.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

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

 

[_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

BRITISH VIRGIN ISLANDS

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

1,235,906

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,235,906

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,235,906 (See Item 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6% (See Item 5)

14

TYPE OF REPORTING PERSON

CO

           
 
 

SCHEDULE 13D

CUSIP No. 37954L 101

 

  Page 2 of 4

 

1

NAME OF REPORTING PERSONS

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

 

NING LIU

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [X]

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF 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

0

8

SHARED VOTING POWER

1,235,906

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,235,906

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,235,906 (See Item 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.6% (See Item 5)

14

TYPE OF REPORTING PERSON

IN

           
 
 

SCHEDULE 13D

CUSIP No. 37954L 101

 

  Page 3 of 4

 

1

NAME OF REPORTING PERSONS

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

 

MASUYA TOMOE

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

PF

5

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

 

[_]
6

CITIZENSHIP OR PLACE OF ORGANIZATION

JAPAN

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

15,647,047

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

15,647,047

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,647,047 (See Item 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9% (See Item 5)

14

TYPE OF REPORTING PERSON

IN

           
 
 

SCHEDULE 13D

CUSIP No. 37954L 101

 

  Page 4 of 4

 

1

NAME OF REPORTING PERSONS

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

 

MICHAEL DUNN

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

PF

5

CHECK BOX IF 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

11,433,111

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

11,433,111

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,433,111 (See Item 5)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.0% (See Item 5)

14

TYPE OF REPORTING PERSON

IN

           

 

 
 

 

Item 1.Security and Issuer

 

This statement on Schedule 13D (the “Statement”) relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Global Future City Holding Inc. (the “Issuer”) by each of the reporting persons named herein (each, individually, a “Reporting Person” and collectively the “Reporting Persons”). The address of the principal executive offices of the Issuer is 26381 Crown Valley Parkway, Suite 230, Mission Viejo, CA 92691.

 

Item 2.Identity and Background

 

This Schedule 13D is being filed jointly by the following persons:

 

(1) Big Name Group Co., Ltd. (the “Big Name Group”) is a corporation organized under the laws of the British Virgin Islands. The situs of Big Name Group is the British Virgin Islands. The principal business of the Big Name Group is as a holding company. The address of the principal office of Big Name Group is Unit 828, 8/F, Unit 2502A, 25/F China Insurance Group Building, 73 Connaught Road, Central, Hong Kong.

 

(2) Ning Liu, a United States citizen, is the Chairman, President and Chief Executive Officer of the Issuer. The principal business and office address for Mr. Liu is c/o of the Issuer at 26381 Crown Valley Parkway, Suite 230, Mission Viejo, CA 92691.

 

(3) Masuya Tomoe is a Japanese citizen and shareholder of the Issuer. The address of the principal office for Ms. Tomoe is Chaoyangqu Zuojiazhuang Master 1303, Beijing, PRC.

 

(4) Michael Dunn, a United States citizen, is an officer and director of the Issuer. The principal business and office address for Mr. Dunn is c/o the Issuer at 26381 Crown Valley Parkway, Suite 230, Mission Viejo, CA 92691.

 

During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person is or was 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

 

The funds for the purchase of the Common Stock reported herein were derived from the personal funds of each Reporting Person. A total of $600,000.00 USD plus 100% of the shares of Global Modern Enterprise Limited were paid to acquire the Common Stock.

 

 
 

 

Item 4.Purpose of Transaction

 

On October 2, 2015, the Issuer and its wholly-owned subsidiary Global Modern Enterprise Limited, a Hong Kong entity (“EGD Subsidiary”) entered into a Share Exchange Agreement with GX-Life Global, Inc. a Nevada corporation (“GX-Life Global”) and its shareholders, including the Reporting Persons (the “Share Exchange Agreement”), whereby the Issuer spun-off 100% of its ownership interests in the EGD Subsidiary and 4,000,000 EGD to the former shareholders of GX-Life Global, including the Reporting Persons, in exchange for 100% of the outstanding common stock of GX-Life Global.

 

In a related transaction, on October 2, 2015, pursuant to a Private Stock Purchase Agreement, the former shareholders of GX-Life Global, including the Reporting Persons, sold 100% of the ownership interests in the EGD Subsidiary acquired in the Share Exchange Agreement above and $600,000 USD to certain shareholders of the Issuer (the “FTCY Shareholders”) in exchange for 21,280,000 shares of the Common Stock that the FTCY Shareholders had previously acquired in that certain Stock Purchase Agreement with Sky Rover (the “Sky Rover SPA”) which closed on April 17, 2015 and was disclosed pursuant to a Current Report on Form 8-K dated April 20, 2015 (the “Private Stock Purchase Agreement”)(collectively, the “Transactions”)

 

The purpose of the Reporting Person’s entry into the Transactions was to have the Issuer acquire GX-Life Global and divest itself of the EGD Subsidiary. Due to the fact that Mr. Dunn and Mr. Liu are the only officers and directors and Ms. Tomoe is a greater than 20% shareholder of the Issuer, the Reporting Persons qualify as control parties of the Issuer which has necessitated this filing. As control parties, the Reporting Persons have the authority to appoint officer and director positions, influence management decisions and business plans and related actions.

 

Item 5.Interest in Securities of the Issuer

 

(a) The percentages set forth below and on pages 1 through 4 hereof are based on the sum of 47,582,902 shares of Common Stock outstanding, as represented to the Reporting Persons by the Issuer, as required by Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

By virtue of the manner in which the Reporting Persons acquired the Common Stock, they may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own 28,316,064 shares of Common Stock, constituting approximately 59.5% of the outstanding shares of Common Stock. However, Mr. Liu and Big Name Group disclaim beneficial ownership of the Common Stock beneficially owned by Mr. Dunn and Ms. Tomoe, Mr. Dunn disclaims beneficial ownership of the Common Stock owned by Mr. Liu and Big Name Group, and Ms. Tomoe, and Ms. Tomoe disclaims beneficial ownership of the Common Stock owned by Mr. Dunn, Mr. Liu and Big Name Group.

 

 
 

 

 

(b) (i) 1,235,906 shares of Common Stock are held by Big Name Group and Mr. Liu serves as sole owner of Big Name Group Trust, representing 2.6% of the outstanding shares of Common Stock. As such, Big Name Group and Mr. Liu share power to vote or to direct the vote of the Common Stock and share power to dispose or to direct the disposition of these shares of Common Stock. (ii) 15,647,047 of the Common Stock, consisting of 6,000,000 shares of Common Stock acquired in a private transaction on August 17, 2015 and 9,647,047 shares of Common Stock acquired in the Transactions are held by Ms. Tomoe as an individual, representing 32.9% of the outstanding shares of Common Stock. As such, Ms. Tomoe has sole power to vote or to direct the vote of the Common Stock and sole power to dispose or to direct the disposition of these shares of Common Stock. (iii) 11,433,111 of the Common Stock, consisting of 2,086,064 shares of Common Stock previously owned by Mr. Dunn and 9,347,047 shares of Common Stock acquired in the Transactions are held by Mr. Dunn as an individual, representing 24.0% of the outstanding shares of Common Stock. As such, Mr. Dunn has sole power to vote or to direct the vote of the Common Stock and sole power to dispose or to direct the disposition of these shares of Common Stock.

 

(c) Other than the acquisition of the Common Stock described herein on October 2, 2015, and Ms. Tomoe’s acquisition of 6,000,000 shares of the Issuer’s common stock on August 17, 2015 in a private stock purchase for $0.50 per share (for which a Form 3 was filed on August 26, 2015) there have been no transactions in the Issuer’s Common Stock effected by the Reporting Persons during the past 60 days.

 

(d) No person (other than the Reporting Persons) is 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 Common Stock.

 

(e) Not applicable.

 

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

 

See Item 4 of this Statement for a description of the Private Stock Purchase Agreement and Share Exchange Agreement. Pursuant to the Private Stock Purchase Agreement, the Reporting Persons acquired the Common stock, dated as of October 2, 2015.

 

 
 

 

 

Item 7.Materials to be Filed as Exhibits

 

Exhibit  
Number Description of Exhibit
   
Exhibit 1 Joint Filing Agreement
   
Exhibit 2 Share Exchange Agreement by and between GX-Life Global, Inc., GX-Life Global Shareholders, Global Modern Enterprise Limited and Global Future City Holding Inc., dated October 2, 2015 (previously filed with the Issuer’s Current Report on Form 8-K, filed on October 8, 2015 and incorporated herein by reference)
   
Exhibit 3 Private Stock Purchase Agreement between Exchange Agreement between Future Continental Limited, Discover Future Limited, Global Future Development Limited and the shareholders of Global Modern Enterprise Limited, dated  October 2, 2015 (previously filed with the Issuer’s Current Report on Form 8-K, filed on October 8, 2015 and incorporated herein by reference)

 

 

 

 

 
 

SIGNATURE

 

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

 

Dated: October 8, 2015

 

 

 

BIG NAME GROUP CO., LTD.

 

 

/s/ Ning Liu

Ning Liu

President

 

 

NING LIU

 

 

/s/ Ning Liu

Ning Liu

 

 

MASUYA TOMOE

 

 

/s/ Masuya Tomoe

Masuya Tomoe

 

 

MICHAEL DUNN

 

 

/s/ Michael Dunn

Michael Dunn

 

 

 

 

 

 

 

 
 

 

EXHIBIT 1

 

AGREEMENT OF JOINT FILING

 

The undersigned acknowledge and agree that this Schedule 13D is filed on behalf of each of the them and that all subsequent amendments to this Schedule 13D may be filed on behalf of each of them without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.

 

Dated: October 8, 2015

 

 

BIG NAME GROUP CO., LTD.

 

 

/s/ Ning Liu

Ning Liu

President

 

 

NING LIU

 

 

/s/ Ning Liu

Ning Liu

 

 

MASUYA TOMOE

 

 

/s/ Masuya Tomoe

Masuya Tomoe

 

 

MICHAEL DUNN

 

 

/s/ Michael Dunn

Michael Dunn