Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
§ 240.13d-2(a)
UMED Holdings, Inc.
(Name
of Issuer)
Class A common stock, par value $0.0001 per share
(Title
of Class of Securities)
90288A 101
(CUSIP
Number)
PAUL R. ALFANO
21 Barchan Dune Rise
Victor, New York, 14564
JOHN R. FAHY,
ESQ.
WHITAKER CHALK
SWINDLE & SCHWARTZ PLLC
301 Commerce
St. Suite
3500
Fort Worth, Texas
76102
(817)
878-0547
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 9, 2016
(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.
_______________
1
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. 90288A
101
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1
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NAME
OF REPORTING PERSON
Paul
R. Alfano
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(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
PF
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5
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CHECK
BOX 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
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SOLE
VOTING POWER
21,250,000
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8
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SHARED VOTING
POWER
- 0
-
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9
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SOLE
DISPOSITIVE POWER
21,250,000
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10
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SHARED DISPOSITIVE
POWER
- 0
-
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,250,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
9.8762%
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14
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TYPE
OF REPORTING PERSON
IN
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The following constitutes the Schedule 13D filed by the undersigned
(the “Schedule 13D”).
Item
1.
Security and
Issuer.
This
statement relates to the Class A common stock,
par value $0.0001 per share (the “Shares”), of
UMED Holdings, Inc., a Texas corporation
(“UMED”). The address of the principal
executive offices of UMED is 8851 Camp Bowie West
Blvd, Suite 240, Fort Worth, Texas 76116.
Item
2.
Identity and
Background.
(a)
This statement is
filed by Paul R. Alfano
(b)
Mr. Alfano’s
residential address is 21 Barchan Dune Rise, Victor, New York,
14564.
(c)
Mr. Alfano’s
principal occupations are business consulting through Alfano
Consulting Services and personal investing.
(d)
Mr. Alfano has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five
years.
(e)
Mr. Alfano has not
been 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 during the last five
years.
(f)
Mr. Alfano is a
United States citizen.
Item
3.
Source and Amount
of Funds or Other Consideration.
Mr.
Alfano purchased the Shares from UMED with his personal funds from
June 10, 2016 through January 13, 2017. Mr. Alfano holds the
20,000,000 Shares in his IRA and 1,250,000 Shares personally. Mr.
Alfano’s aggregate purchase price for the 21,250,000 Shares
is $1,100,000.
Item
4.
Purpose of
Transaction.
Mr.
Alfano purchased 16,250,000 Shares for an aggregate amount of
$800,000 between June 10, 2016 and August 9, 2016. At that time Mr.
Alfano had no plan or proposal which would relate to or result in
any of the matters set forth in subparagraphs (a) - (j) of Item 4
of Schedule 13D. On July 28, 2016 Mr. Alfano granted a proxy
relating to the voting of his 16,250,000 Shares to Raymond L.
Wright. Said proxy had a six-month term.
On
October 20, 2016 Mr. Alfano sent an e-mail to all the members of
the Board of Directors of UMED regarding Richard Halden’s and
Randy Moseley’s positions as directors and officers of UMED.
On November 3, 2016 Mr. Alfano’s counsel delivered a letter
to UMED’s Board of Directors and its counsel on Mr.
Alfano’s behalf a letter regarding the continuation of
Richard Halden and Randy Moseley as directors and officers of UMED.
Neither communication related to nominating anyone to the
UMED’s Board of Directors. Randy Moseley resigned from being
a UMED officer and director on November 7, 2016. On December 2,
2016, Mr. Alfano’s counsel delivered a letter to UMED’s
counsel and Ransom Jones, UMED’s President, stating that Mr.
Alfano was not interested in joining UMED’s Board of
Directors. On January 13, 2017 Mr. Alfano purchased 5,000,000
Shares from UMED for $300,000. Richard Halden resigned from being a
UMED director on February 3, 2017.
On
March 9, 2017 Mr. Alfano’s counsel delivered a letter to
UMED’s counsel stating that Mr. Alfano currently has no
intention or interest to lead or participate in any transaction,
plan or proposal relating to UMED that would result in any of the
following:
a.
The
acquisition by any person of additional UMED securities, or the
disposition of UMED securities;
b.
An
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving UMED or any of its
subsidiaries;
c.
A
sale or transfer of a material amount of
UMED's assets or any of its subsidiaries;
d.
Any
change in UMED's present board of directors or management,
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 UMED's present capitalization or dividend policy;
f.
Any
other material change in UMED"s business or corporate
structure;
g.
Changes
in UMED’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition
of control of UMED by any person;
h.
Causing
a class of UMED's securities 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.
Terminating
the SEC registration of a class of UMED’s equity securities
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or
j.
Any action similar
to any of those enumerated above. (See Exhibit
99.2)
Mr.
Alfano purchased the Shares based on his belief that the Shares,
when purchased, represented an attractive investment
opportunity. Depending upon overall market conditions,
other investment opportunities available to Mr. Alfano, and the
availability of Shares at prices that would make the purchase or
sale of Shares desirable, Mr. Alfano may endeavor to increase or
decrease his position in UMED through, among other things, the
purchase or sale of Shares on the open market or in private
transactions or otherwise, on such terms and at such times as Mr.
Alfano may deem advisable.
Mr.
Alfano currently has no present plan or proposal which would relate
to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D. Mr. Alfano intends to
review his investment in UMED on a continuing basis. Depending on
various factors including, without limitation, UMED’s
financial position, Mr. Alfano’s investment strategies, the
price levels of the Shares, conditions in the securities markets
and general economic and industry conditions, Mr. Alfano may in the
future take such actions with respect to his investment in UMED as
he deems appropriate including, without limitation, engaging in
additional communications with management and the Board of UMED,
engaging in discussions with stockholders of UMED and others about
UMED and Mr. Alfano’s investment, making proposals to UMED
concerning changes to the capitalization, ownership structure,
governance or operations of UMED, purchasing additional Shares,
selling some or all of his Shares, engaging in short selling of or
any hedging or similar transaction with respect to the Shares, or
changing his intention with respect to any and all matters referred
to in Item 4.
Item
5. Interest in Securities of
UMED.
The
aggregate percentage of Shares reported owned by Mr. Alfano is
based upon 215,163,134 Shares outstanding as of November 1, 2016,
which is the total number of Shares outstanding as reported in
UMED’s Quarterly Report on Form 10-Q, filed with the
Securities and Exchange Commission on November 21,
2016.
(a)
As of
the close of business on March 9, 2017, Mr. Alfano directly owned
21,250,000 Shares.
Percentage:
9.8762%
(b)
1. Sole power to
vote or direct vote: 21,250,000
2.
Shared power to vote or direct vote: 0
3.
Sole power to dispose or direct the disposition:
21,250,000
4.
Shared power to dispose or direct the disposition: 0
(c)
Mr.
Alfano made the following transaction in the Shares during the past
sixty (60) days: Mr. Alfano purchased 5,000,000 Shares for $300,000
on January 13, 2017 from UMED Holdings, Inc.
Item
6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of
UMED.
Mr.
Alfano has not entered into any agreements with any other owners or
prospective owners of the Shares. Mr. Alfano purchased 5,000,000
Shares from UMED for $300,000 on January 13, 2017. The Subscription
Agreement is attached as Exhibit 99.1.
Item
7. Material to be Filed as
Exhibits.
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Exhibit No.
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Description
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99.1
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MOU-Subscription Agreement dated
January 3, 2017
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99.2
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Letter
from John R. Fahy, Esq. to Jeff Ansley, Esq. dated March 9,
2017.
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SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated: March 10,
2017
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By:
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/s/
Paul R.
Alfano
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Paul R.
Alfano |
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