-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SZCumEdCm3HT+EtvYzHyMEmwgqLzhxyEGZyC9PmftJjIUSJApZBsDrpFScVMUI2e Or9ceEuBT0vCv9GHjSd6DA== 0001139020-05-000152.txt : 20050420 0001139020-05-000152.hdr.sgml : 20050420 20050419173435 ACCESSION NUMBER: 0001139020-05-000152 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EPIC FINANCIAL CORP CENTRAL INDEX KEY: 0001144892 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880451534 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78697 FILM NUMBER: 05760147 BUSINESS ADDRESS: STREET 1: 7545 N. DEL MAR AVENUE STREET 2: SUITE 102 CITY: FRESNO STATE: CA ZIP: 93711 BUSINESS PHONE: (888) 576-0320 MAIL ADDRESS: STREET 1: 7545 N. DEL MAR AVENUE STREET 2: SUITE 102 CITY: FRESNO STATE: CA ZIP: 93711 FORMER COMPANY: FORMER CONFORMED NAME: EPIC FINANCIAL CORP DATE OF NAME CHANGE: 20030331 FORMER COMPANY: FORMER CONFORMED NAME: BIG EQUIPMENT SERVICES INC DATE OF NAME CHANGE: 20020211 FORMER COMPANY: FORMER CONFORMED NAME: BIGEQUIP NET DATE OF NAME CHANGE: 20020107 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ray Rodney R CENTRAL INDEX KEY: 0001299615 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 888-576-0320 MAIL ADDRESS: STREET 1: 1550 E. SHAW AVENUE STREET 2: STE. 101 CITY: FRESNO STATE: CA ZIP: 93710 SC 13D 1 schedule_13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No.       )



EPIC FINANCIAL CORPORATION

(Name of Issuer)



Common Stock, $0.001 par value

(Title of Class of Securities)



294269105

CUSIP Number


Rodney R. Ray

Epic Financial Corporation

7545 N. Del Mar Avenue, Suite 102

Fresno, California 93711

(559) 435-2767

(Name, Address and Telephone Number of Person

 Authorized to Receive Notices and Communications)


April 15, 2005

       (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  Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [   ]

 


 

CUSIP NO.  294269 10 5

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Page 2 of 6 Pages

 

 

 

1

Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons

(Entities Only)

                                  Rodney R. Ray

 

2

Check the Appropriate Box if a Member of a Group          (a)   _____

 (See Instructions)                                                              (b)   _____

 

3

SEC Use Only

 

4

Source of Funds (See Instructions)         OO        

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

6

Citizenship or Place of Organization                 United States      

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7

Sole Voting Power                       10,102,400

8

Shared Voting Power                         -0-

9

Sole Dispositive Power                  10,102,400

10

Shared Dispositive Power                   -0-

11

Aggregate Amount Beneficially Owned by Each Reporting Person

                                              10,102,400

 

12

Check if the Aggregate Amount of Row (11) Excludes Certain Shares [  ]  (See Instructions)

 

13

Percent of Class Represented by Amount in Row (11)

                                                  27.85%

 

14

Type of Reporting Person (See Instructions)

                                                   IN

 



 


 

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Item 1.    Security and Issuer.


The class of equity securities to which this Schedule 13D relates is the common stock, $.001 par value (the "Common Stock"), of Epic Financial Corporation, a Nevada corporation (the "Issuer.").  The principal executive offices of the Issuer are located at 7545 No. Del Mar Avenue, Suite 102, Fresno, California 93711.


Item 2.    Identity and Background.

 

 

                        (a)  Rodney R. Ray.       **Mr. Ray, the reporting person, is deemed to be the beneficial owner of all stock reported on herein.  The shares of common stock will be issued in the name of III Angels LP, a California limited partnership, established by Mr. Ray and for the benefit of Mr. Ray and members of his family.

 

                        (b)  7545 No. Del Mar Avenue, Suite 102, Fresno, California 93711

 

                        (c)   Chairman of the Board, President and Acting Chief Financial Officer of Epic Financial Corporation.

 

                        (d)   During the last five years, Mr. Ray has not been convicted in a criminal proceeding.

 

                        (e)   During the last five years, Mr. Ray was not 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.

 

                        (f)    Mr. Ray is a citizen of the United States.


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


The acquisition of the shares of Common Stock of the Issuer, which is the subject of this Schedule 13D, resulted from that certain Purchase Agreement by and between the Issuer and certain others, including Rodney R. Ray, dated April 15, 2005 (the "Purchase Agreement"), whereby the Issuer agreed to issue 16,539,000 shares of its Common Stock as the initial consideration (the "Initial Epic Shares") to the selling stockholders of ASAP Marketing Corporation (the "Selling Stockholders") in exchange for all of the issued and outstanding common stock, $0.001 par value, of ASAP Marketing Corporation ("ASAP"), which became a wholly-owned subsidiary of the Issuer following the closing of the transaction contemplated by the Purchase Agreement.  As a member of the Selling Stockholders, Mr. Ray was issued 8,269,500 shares of the total number of the Initial Epic Shares.  The Purchase Agreement also provided for future, contingent consideration to be paid to the Selling Stockholders, based upon the net profits of ASAP during the five-year period following the closing of the transaction of April 15, 2005.  For further information concerning the acquisition of ASAP and the issuance of related consideration, reference is made to the Issuer's Current Report on Form 8-K dated April 15, 2005, which is being filed with the Securities and Exchange Commission concurrently with this Schedule 13D.

 

 

 


 

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Page 4 of 6 Pages

 

 

 

Item 4.    Purpose of Transaction.


The acquisition of the securities of the Issuer was in connection with the transaction referenced in Item 3, above.  The reporting persons currently have no plans or proposals that relate to or would result in:

 

        (a)               The acquisition by any persons of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

        (b)               An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its

                            subsidiaries;

 

        (c)               A sale of a material amount of assets of the Issuer or any of its subsidiaries;

 

        (d)               Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the

                            number or term of directors or to fill any vacancies on the board;

 

        (e)               Any material change in the present capitalization or dividend policy of the Issuer;

 

        (f)               Any other material change in the Issuer's business or corporate structure;

 

        (g)              Changes in the Issuer's character, bylaws or instruments corresponding thereto or other actions which may impede the

                           acquisition of control of the Issuer by any person;

 

        (h)               Causing the common stock of the Issuer to cease to be authorized to be quoted in an inter-dealer quotation system of a

                            registered national securities association, specifically the OTC-BB;

 

        (i)                 Causing the common stock of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the

                             Securities Exchange Act of 1934; or

 

        (j)                 Any other action similar to any of those enumerated above;

 

 

provided that, Rodney R. Ray, in his capacity as Chairman of the Board, President and Acting Chief Financial Officer of the Issuer, reserves the right to take any action, including those enumerated above, which is deemed to be in the best interest of the Issuer and which action is approved by the Board of Directors of the Issuer, if so required. 




 


 

CUSIP NO.  294269 10 5

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Page 5 of 6 Pages

 

 

 

 

Item 5.        Interest in Securities of the Issuer.

 

 

        (a)        Mr. Ray is the record and beneficial owner of 10,102,400 shares of the Issuer's Common Stock, which represents 27.85% of the

                     Issuer's Common Stock at this time.  Other than set forth herein, currently, Mr. Ray has no other interest, either of record or

                     beneficially, in the Common Stock of the Issuer.

 

        (b)        Mr. Ray has the sole power to vote or to direct a vote and sole power to dispose or to direct the disposition of the 10,102,400 shares

                     of the Issuer's Common Stock of which he is the record and beneficial owner.  Other than set forth herein, Mr. Parker does not

                     possess any shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition of any securities of

                     the Issuer.

 

        (c)        Reference is made to Item 3, above, for information in response hereto.

 

        (d)        Not applicable.

        

        (e)        Not applicable.


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

                Issuer.

 

Reference is made to Item 3, above, for information in response hereto.  In addition, Mr. Ray, as a result of his Employment Agreement with the Issuer is the holder of certain options to purchase shares of the Common Stock of the Issuer, as follows:  500,000 shares at $0.25 per share, 1,000,000 shares at $0.50 share, and 500,000 shares at $1.00 per share.  These options vest on September 8, 2005 and expire on September 8, 2007.  For further information concerning these options, reference is made to Exhibit 99.19 to the Issuer's Current Report on Firm 8-K dated September 7, 2004, which was filed with the Securities and Exchange Commission on September 10, 2004.

 

 

Item 7.     Materials to be Filed as Exhibits.

 

The Purchase Agreement was filed as Exhibit 10.3 to the Issuer's Current Report on Form 8-K dated April 15, 2005, which was filed with the Securities and Exchange Commission contemporaneously herewith.

 

 


 

CUSIP NO.  294269 10 5

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Page 6 of 6 Pages

 

 

 

SIGNATURES

 

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:

April 19,  2005


                        By: /s/ Rodney R. Ray

                               RODNEY R. RAY







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