-----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, NTwhyfQpbOvrcmdL8n+gFRRVS1VRr05qCXZ7gP0lzzrhDQyr7P5c0DQ9b3luGKkw Pm1PdMNXlUeCjEyFm1FQww== 0001144204-08-020331.txt : 20080403 0001144204-08-020331.hdr.sgml : 20080403 20080403132647 ACCESSION NUMBER: 0001144204-08-020331 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080403 DATE AS OF CHANGE: 20080403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cobra Oil & Gas CO CENTRAL INDEX KEY: 0001350421 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83928 FILM NUMBER: 08736659 BUSINESS ADDRESS: STREET 1: 17790 E. PURDUE PLACE CITY: AURORA STATE: CO ZIP: 80013 BUSINESS PHONE: (303) 618-2855 MAIL ADDRESS: STREET 1: 17790 E. PURDUE PLACE CITY: AURORA STATE: CO ZIP: 80013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POZZONI MASSIMILIANO CENTRAL INDEX KEY: 0001268703 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 8375 WIN SG ST STREET 2: #2GAR CITY: MIAMI STATE: FL ZIP: 33106 SC 13D 1 v109620_sc13d.htm SCHEDULE 13D Unassociated Document
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
 
 
COBRA OIL & GAS COMPANY

(Name of Issuer)
 
  COMMON STOCK, PAR VALUE $0.00001 PER SHARE

(Title of Class of Securities)
 
 19105E103

(CUSIP Number)
 
 SCOTT E. RAPFOGEL, ATTORNEY AT LAW
C/O GOTTBETTER & PARTNERS, LLP
488 MADISON AVENUE, 12TH FLOOR
NEW YORK, NEW YORK10020
(212) 400-6900

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
MARCH 21, 2008

(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.  o
 
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).
 

 
 
CUSIP No. 19105E103
13D
     
1 Names of Reporting Persons. I. R. S. Identification Nos. of above persons (entities only).  
     
  MASSIMILIANO POZZONI  
2 Check the Appropriate Box if a Member of a Group (See Instructions)  
   
(a) o
   
(b) o
3 SEC Use Only  
     
     
4
Source of Funds (See Instructions) NA
 
     
     
5
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
 
     
   
o
6
Citizenship or Place of Organization: Italy
 
     
     
 
7 Sole Voting Power: 5,000,000
 
   
 
    
Number of
8 Shared Voting Power: NA
Shares
   
Owned by
    
Each Reporting
9 Sole Dispositive Power : 5,000,000
Person With
   
 
    
 
10 Shared Dispositive Power: NA
 
   
      
11
Aggregate Amount Beneficially Owned by Each Reporting Person: 5,000,000
 
     
     
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares: NA
 
  (See Instructions)  
   
o
13
Percent of Class Represented by Amount in Row (11): 83.28%
 
     
     
14
Type of Reporting Person (See Instructions): IN
 
     
     
 
 
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Instructions for Cover Page
 
1.  
Names and I. R. S. Identification Numbers of Reporting Persons Furnish the full legal name of each person for whom the report is filed -i. e., each person required to sign the schedule itself -including each member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person. Reporting persons that are entities are also requested to furnish their I. R. S. identification numbers, although disclosure of such numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
 
2.  
If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
 
3.  
The 3rd row is for SEC internal use; please leave blank.
 
4.  
Classify the source of funds or other consideration used or to be used in making purchases as required to be disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if more than one is necessary) in row (4):

 
Category of Source Symbol
 
 
Subject Company (Company whose securities are being acquired)
SC
 
Bank
BK
 
Affiliate (of reporting person)
AF
 
Working Capital (of reporting person)
WC
 
Personal Funds (of reporting person)
PF
 
Other
OO
 
5.  
If disclosure of legal proceedings or actions is required pursuant to either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
 
6.  
Citizenship or Place of Organization -Furnish citizenship if the named reporting person is a natural person. Otherwise, furnish place of organization. (See of Schedule 13D.)
 
 
 
Rows (7) through (11) inclusive, and (13) are to be completed in accordance with the provisions of Item 5 of Schedule 13D. All Percentages are to be rounded off to nearest tenth (one place after decimal point).
 
12.  
Check if the aggregate amount reported as beneficially owned in row (11) does not include shares which the reporting person discloses in the report but as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
 
14.  
Type of Reporting Person Please classify each "reporting person" according to the following breakdown and place the appropriate symbol (or symbols, i. e., if more than one is applicable, insert all applicable symbols) on the form:
 
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Category
Symbol
 
Broker-Dealer
BD
 
Bank
BK
 
Insurance Company
IC
 
Investment Company
IV
 
Investment Adviser
IA
 
Employee Benefit Plan or Endowment Fund 
EP
 
Parent Holding Company/ Control Person
HC
 
Savings Association
SA
 
Church Plan
CP
 
Corporation 
CO
 
Partnership
PN
 
Individual 
IN
 
Other
OO
 
Notes:
 
Attach as many copies of the second part of the cover page as are needed, one reporting person per page.
 
Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an item or items on the cover page(s). This approach may only be used where the cover page item or items provide all the disclosure required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule and accordingly being considered as "filed" for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the liabilities of that section of the Act.
 
Reporting persons may comply with their cover page filing requirements by filing either completed copies of the blank forms available from the Commission, printed or typed facsimiles, or computer printed facsimiles, provided the documents filed have identical formats to the forms prescribed in the Commission's regulations and meet existing Securities Exchange Act rules as to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
 
 
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Commission is authorized to solicit the information required to be supplied by this schedule by certain security holders of certain issuers.
 
Disclosure of the information specified in this schedule is mandatory, except for I. R. S. identification numbers, disclosure of which is voluntary. The information will be used for the primary purpose of determining and disclosing the holdings of certain beneficial owners of certain equity securities. This statement will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public.
 
Because of the public nature of the information, the Commission can utilize it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. I. R. S. identification numbers, if furnished, will assist the Commission in identifying security holders and, therefore, in promptly processing statements of beneficial ownership of securities.
 
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Failure to disclose the information requested by this schedule, except for I. R. S. identification numbers, may result in civil or criminal action against the persons involved for violation of the Federal securities laws and rules promulgated thereunder.
 
 
A.  
The item numbers and captions of the items shall be included but the text of the items is to be omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state.
 
B.  
Information contained in exhibits to the statements may be incorporated by reference in answer or partial answer to any item or sub-item of the statement unless it would render such answer misleading, incomplete, unclear or confusing. Material incorporated by reference shall be clearly identified in the reference by page, paragraph, caption or otherwise. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the statement where the information is required. A copy of any information or a copy of the pertinent pages of a document containing such information which is incorporated by reference shall be submitted with this statement as an exhibit and shall be deemed to be filed with the Commission for all purposes of the Act.
 
C.  
If the statement is filed by a general or limited partnership, syndicate, or other group, the information called for by Items 2-6, inclusive, shall be given with respect to (i) each partner of such general partnership; (ii) each partner who is denominated as a general partner or who functions as a general partner of such limited partnership; (iii) each member of such syndicate or group; and (iv) each person controlling such partner or member. If the statement is filed by a corporation or if a person referred to in (i), (ii), (iii) or (iv) of this Instruction is a corporation, the information called for by the above mentioned items shall be given with respect to (a) each executive officer and director of such corporation; (b) each person controlling such corporation; and (c) each executive officer and director of any corporation or other person ultimately in control of such corporation.
 
 
     State the title of the class of equity securities to which this statement relates and the name and address of the principal executive offices of the issuer of such securities.
 
This Statement on Schedule 13D relates to the Common Stock of Cobra Oil & Gas Company. The principal executive offices of Cobra Oil & Gas Company are located at 17790 E. Purdue Place, Aurora, Colorado 80013.
 
 
     If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).
 
a.  
Name;
 
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b.  
Residence or business address;
 
c.  
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
 
(a - c) This Statement on Schedule 13D is being filed by Massimiliano Pozzoni. Mr. Pozzoni's business address is 17790 E. Purdue Place, Aurora, Colorado 80013.

Mr. Pozzoni has served as the Secretary, Treasurer, and Chief Financial and Accounting Officer of True North Energy Corporation, a U.S. public company engaged in oil and gas operations (“True North”), since June 1, 2006 and has been a director of True North since January 27, 2006. Mr. Pozzoni served as True North’s sole executive officer from January 27, 2006 until June 1, 2006. From March 2004 until January 18, 2007 Mr. Pozzoni served as an executive officer and as a Director for Falcon Natural Gas Corp., a U.S. public company engaged in oil and gas operations. From November 2003 to June 1, 2005, Mr. Pozzoni also served as the Chief Executive Officer and Director of Gulf Coast Oil & Gas Inc., formerly Otish Mountain Diamond Company, a public reporting company. From September 2001 to July 2003.
 
d.  
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case;
 
e.  
Whether or not, during the last five years, such person was 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and
 
(d-e) During the last five years, Mr. Pozzoni: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not 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.
 
f.  
 Citizenship.
 
Massimiliano Pozzoni is a citizen of Italy.
 
6

 
Item 3. Source and Amount of Funds or Other Consideration
 
     State the source and the amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities, a description of the transaction and the names of the parties thereto. Where material, such information should also be provided with respect to prior acquisitions not previously reported pursuant to this regulation. If the source of all or any part of the funds is a loan made in the ordinary course of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the bank shall not be made available to the public if the person at the time of filing the statement so requests in writing and files such request, naming such bank, with the Secretary of the Commission. If the securities were acquired other than by purchase, describe the method of acquisition.
 
Not Applicable
 
 
     State the purpose or purposes of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in:
 
a.  
The acquisition by any person 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 or transfer 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 existing 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 including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
 
g.  
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
 
h.  
Causing a class of securities of the issuer 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;
 
i.  
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to of the Act; or
 
j.  
Any action similar to any of those enumerated above.
 
 
7

 
Item 5. Interest in Securities of the Issuer
 
a.  
State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2.  The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
 
b.  
For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
 
c.  
Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§ 240.13d-191), whichever is less, by the persons named in response to paragraph (a).
 
 
Instruction. The description of a transaction required by Item 5(c) shall include, but not necessarily be limited to: (1) the identity of the person covered by Item 5(c) who effected the transaction; (2) the date of the transaction; (3) the amount of securities involved; (4) the price per share or unit; and (5) where and how the transaction was effected.
 
d.  
If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.
 
e.  
If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.
 
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1) and the note thereto.
 
(a) Massimiliano Pozzoni beneficially owns 5,000,000 shares of Common Stock, $0.00001 par value, of Cobra Oil & Gas Company. The shares of Common Stock beneficially owned by Mr. Pozzoni constitute approximately 83.28% of the total number of shares of Common Stock of Cobra Oil & Gas Company, based upon 6,004,000 shares of Common Stock outstanding as of March 28, 2008.

(b) Mr. Pozzoni has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, the shares beneficially owned by Mr. Pozzoni.
 
8

 
(c) Effective March 21, 2008, Massimiliano Pozzoni purchased 5,000,000 shares of the common stock of Cobra Oil & Gas Company from Doug Berry for $500,000. Following such purchase, Mr. Pozzoni owned 5,000,000 of our 6,004,000 outstanding common shares representing approximately 83.28% of our outstanding common shares. Mr. Pozzonni paid for the share purchase in cash. Effective March 21, 2008, Doug Berry resigned his positions as the Company’s President, Principal Executive Officer, Treasurer and Principal Financial Officer. Also effective March 21, 2008, John Herzog resigned his positions as our vice president and director. Effective March 21, 2008, the Company appointed Massimiliano Pozzoni as its new Sole Executive Officer to fill the positions vacated by Messrs. Berry and Herzog and as a Director to fill the position vacated by Mr. Herzog. In connection therewith, Mr. Pozzoni is presently serving as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary.
 
(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by Mr. Pozzoni.

(e) Not applicable.
 
 
      Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions contained in loan agreements need not be included.
 
None
 
 
     The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by §240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3) the transfer or voting of the securities, finder's fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
 
None
 
9

 
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.
 
April 2, 2008
Date
 
 
/s/ Massimiliano Pozzoni                              
Signature
 
 
Massimiliano Pozzoni/ President                           
Name/ Title
 
 
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U. S. C. 1001)
 
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