CMSF CORP.
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(Name of Issuer)
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Common Stock, par value $0.000001 per share
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(Title of Class of Securities)
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133765107
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(CUSIP Number)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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August 10, 2011
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(Date of Event Which Requires Filing of this Statement)
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*
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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.
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CUSIP No. 133765107
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1
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NAMES OF REPORTING PERSONS
Glenn Fricano
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
SC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
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[ ]¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7 SOLE VOTING POWER
398,797,152
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8 SHARED VOTING POWER
0
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9 SOLE DISPOSITIVE POWER
398,797,152
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10 SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
398,797,152
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.4%
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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(a)
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This Statement is being filed by Glenn Fricano.
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(b)
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The business address of Glenn Fricano is c/o CMSF Corp., 980 Enchanted Way, Suite 201 A/B, Simi Valley, California.
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(c)
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Glenn Fricano is President and a director of the Issuer. The Issuer is engaged in the technology development business and owns and operates a substantial micro electric mechanical systems and Spintronics fabrication facility. Its principal office is located at 980 Enchanted Way, Suite 201 A/B, Simi Valley, California.
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(d)-(e)
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Glenn Fricano has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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.
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(f)
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Glenn Fricano is a citizen of the United States.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of the Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
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Glenn Fricano beneficially owns 398,797,152 shares of Common Stock of the Company, or approximately 17.4% of the issued and outstanding shares of the Common Stock of the Company, of which approximately 113,050,000 shares are to be transferred to Mr. Stuart M. Sieger only if and when transfer of the same will not cause Mr. Sieger’s ownership to exceed 10% of the issued and outstanding Common Stock of the Company.
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(b)
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Glenn Fricano:
Glenn Fricano:
(i) has the sole power to vote or to direct the vote of 398,797,152 shares of the Company’s Common Stock;
(ii) has shared power to vote or to direct the vote of zero (0) shares of the Company’s Common Stock;
(iii) has the sole power to dispose or to direct the disposition of 398,797,152 shares of the Company’s Common Stock;
(iv) has shares power to dispose or to direct the disposition of zero (0) shares of the Company’s Common Stock.
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(c)
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The information provided in response to Item 3 is incorporated herein by reference.
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(d)
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Not Applicable.
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(e)
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Not Applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits.
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Agreement and Plan of Merger and Reorganization (incorporated by reference to report on Form 8-K filed on May 25, 2011).
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Amendment to Agreement and Plan of Merger and Reorganization (incorporated by reference to report on Form 8-K/A filed on August 3, 2011).
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Second Amendment to Agreement and Plan of Merger and Reorganization (incorporated by reference to report on Form 8-K/A filed on August 4, 2011).
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Third Amendment to Agreement and Plan of Merger and Reorganization (incorporated by reference to report on Form 8-K/A filed on August 8, 2011)
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/s/ Glenn Fricano
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Glenn Fricano
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