0001548123-19-000011.txt : 20190114 0001548123-19-000011.hdr.sgml : 20190114 20190114123842 ACCESSION NUMBER: 0001548123-19-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190114 DATE AS OF CHANGE: 20190114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gulf & Orient Steamship Company, Ltd. CENTRAL INDEX KEY: 0001365388 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841344320 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90763 FILM NUMBER: 19524432 BUSINESS ADDRESS: STREET 1: 601 SOUTH STATE STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 801-550-5800 MAIL ADDRESS: STREET 1: 601 SOUTH STATE STREET CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Biored, N.V. CENTRAL INDEX KEY: 0001764716 IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: DE TYRASLAAN 111, 1120 CITY: BRUSSELS STATE: C9 ZIP: 00000 BUSINESS PHONE: 0467 103 597 MAIL ADDRESS: STREET 1: DE TYRASLAAN 111, 1120 CITY: BRUSSELS STATE: C9 ZIP: 00000 SC 13D 1 schedule13d-biorednv.htm SCHEDULE 13D UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

 

Gulf & Orient Steamship Company, Ltd.

 

 

(Name of Issuer)

  

Common Stock

 

 

(Title of Class of Securities)

 

402055 107

 

  (CUSIP Number)


Robert N. Wilkinson, Esq.

Anderson Call & Wilkinson, P.C.

110 So. Regent Street, Suite 200

Salt Lake City, UT 84111

(801)-533-9645

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


December 31, 2018

 

              (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 Rule 13d-7(b) 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).




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  1

 

  NAMES OF REPORTING PERSONS

 

  Biored, N.V.

 

 

  2

 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (see instructions)

 

(a)  ¨

(b)  þ

  3

 

  SEC USE ONLY

 

 

 

  4

 

  SOURCE OF FUNDS (see instructions)

 

  WC

 

 

  5

 

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

 

 


¨

  6

 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

     Belgium

 

 

 

 

 

NUMBER OF

 SHARES

BENEFICIALLY OWNED BY 

EACH REPORTING PERSON WITH

 

 

 

7

    SOLE VOTING POWER

 

1,800,000  

8

    SHARED VOTING POWER

 

  0

9

    SOLE DISPOSITIVE POWER

 

1,800,000

10

    SHARED DISPOSITIVE POWER

 

  0

 

 

 

 

 

 11

 

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,800,000

 

 

 12

 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  (see instructions)

 


¨

 13

 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  8.92%

 

 

 14

 

  TYPE OF REPORTING PERSON (see instructions)

 

  CO

 

 




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Item 1.       Security and Issuer


The class of equity securities to which this statement on Schedule 13D (this Schedule 13D”) relates is the common stock, no par value per share (the “Common Stock”), of Gulf & Orient Steamship Company, Ltd., a Colorado corporation (the “Company”), with its principal executive offices at 2560 Greensboro Drive, Reno, NV 89509.


Item 2.       Identity and Background


The following information is presented in response to this Item:


(a)  This Schedule 13D is filed by Biored, N.V., a corporation formed under the laws of Belgium.


(b)  The principal address of Biored, N.V. is De Tyraslaan 111, 1120 Brussels, Belgium.


(c)  The principal business of Biored, N.V. is medical research, and its principal location is stated above.


(d) During the last five years, Biored, N.V. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e) During the last five years, Biored, N.V. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted 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) Not applicable.


Item 3.       Source and Amount of Funds or Other Consideration


On December 31, 2018, the Company entered into a Share Exchange Agreement with High Sierra Technologies, Inc., a Nevada corporation (“High Sierra”), and all of the Shareholders of High Sierra, pursuant to which the Company acquired 100% of the issued and outstanding shares of Common Stock of High Sierra.  The acquisition of High Sierra by the Company was successfully consummated on the same day, December 31, 2018.  


Under the terms of the Share Exchange Agreement, a total of 15,433,025 shares of the Company’s restricted Common Stock were issued to the fifteen (15) High Sierra shareholders on a 1 for 1 share basis as consideration in an exchange for all 15,433,025 issued and outstanding shares of High Sierra Common Stock being transferred to the Company, making High Sierra a wholly owned subsidiary of the Company.


Biored, N.V. loaned the Company $500,000 at 5.0% annual interest in June 2018 from its working capital funds.  As a condition of the closing of the acquisition of High Sierra by the Company, Biored, N.V. was required to convert the entire loan balance (principal and accrued interest) to 1,800,000 shares of the Common Stock of the Company.


As part of the Closing of the acquisition, the Company’s then sole director, Michael Vardakis, appointed Vincent C. Lombardi to the Company’s Board of Directors.  Mr. Vardakis and Melissa Ladakis resigned their positions as officers of the Company.  Mr. Lombardi and Mr. Vardakis as the Board of Directors then elected Mr. Lombardi to serve as the Company’s CEO and President, and Gregg W. Koechlein to serve as the Company’s CFO, COO, Secretary and Treasurer.


The acquisition of High Sierra resulted in a change of control of the Company.


The Company is now engaged, through its subsidiary, High Sierra, in the business of licensing third parties to use High Sierra’s technology to reduce or eliminate the odor and flavor associated with cannabis and hemp.




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Item 4.       Purpose of Transaction


See Item 3 above.


Item 5.       Interest in Securities of the Issuer


The following information is presented in response to this Item:


(a)  As of the date hereof, Biored, N.V. owns 1,800,000 shares of Common Stock, representing approximately 8.92% of the shares of outstanding Common Stock of the Company (based on the 20,189,642 shares of Common Stock of the Company outstanding as of December 31, 2018, including amounts issued in connection with the acquisition of High Sierra, effective December 31, 2018.


(b)  The President of Biored, N.V., Ms. Anna Cloof,  has the sole power to vote and dispose of the 1,800,000 shares of Common Stock of the Company beneficially owned by Biored, N.V.


(c)  Other than the transactions described herein, Biored, N.V. has not effected any transaction in the Common Stock of the Company during the past 60 days.


(d)  To the knowledge of Biored, N.V., no person other than Biored, N.V. (through its President) has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of the Company that are beneficially owned directly, or deemed beneficially owned indirectly, by Biored, N.V.


(e)  Not applicable.


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


None.


Other than as may be described above, to the knowledge of Biored, N.V., there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7.        Material to be Filed as Exhibits.


Not Applicable.


SIGNATURES


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

 


 

 

BIORED, N.V.

 

 

 

 

 


Dated:  January 9, 2019

 


/s/ Anna Cloof

 

 

Name: Anna Cloof, Chairman of the Board



SEC/1250



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