0001493152-19-002981.txt : 20190307 0001493152-19-002981.hdr.sgml : 20190307 20190307155752 ACCESSION NUMBER: 0001493152-19-002981 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190307 DATE AS OF CHANGE: 20190307 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NTN BUZZTIME INC CENTRAL INDEX KEY: 0000748592 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 311103425 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42217 FILM NUMBER: 19665800 BUSINESS ADDRESS: STREET 1: 1800 ASTON AVE. STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7604387400 MAIL ADDRESS: STREET 1: 1800 ASTON AVE. STREET 2: SUITE 100 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: NTN COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALROY INDUSTRIES INC DATE OF NAME CHANGE: 19850411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Reisz Pincus CENTRAL INDEX KEY: 0001769883 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 580 5TH AVE ROOM 1203 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G 1 sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

NTN BUZZTIME, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

629410606

(CUSIP Number)

August 9, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

^*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. 629410606

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Page 2 of 6 Pages

1.		NAMES OF REPORTING PERSONS Pincus Reisz I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 231,241
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 231,241

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,241
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.04%
12.		TYPE OF REPORTING PERSON (see instructions) IN

CUSIP No. 629410606

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Page 3 of 6 Pages

1.		NAMES OF REPORTING PERSONS P R Diamonds, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 13-3886839
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ]
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 231,241
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 231,241

9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,241
10.		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.04%
12.		TYPE OF REPORTING PERSON (see instructions) CO

CUSIP No. 629410606

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Page 4 of 6 Pages

Item 1.

(a)

Name of Issuer

NTN BUZZTIME INC (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices

1800 Aston Ave., Suite 100

Carlsbad, California, 92008

Item 2.

	(a)	Name of Person Filing This Schedule 13G is being filed on behalf of P R Diamonds Inc. and Pincus Reisz, as joint filers (the “Reporting Persons” and each a “Reporting Person”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

	(b)	Address of the Principal Office or, if none, residence The principal office address of the Reporting Persons is 580 5^th Ave. Room 1203, New York, NY 10036.

	(c)	Citizenship

		P R Diamonds Inc. is a corporation incorporated under the laws of the State of New York in the United States and Pincus Reisz, is a citizen of the United States.

	(d)	Title of Class of Securities Common Stock

	(e)	CUSIP Number 629410606

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Page 5 of 6 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Mr. Pincus Reisz holds 25,305 shares of the Issuer’s common stock and P R Diamonds Inc. holds 205,936 shares of the Issuer’s common stock. Mr. Reisz is the President of P R Diamonds Inc. and Mr. Reisz and P R Diamonds Inc. have joint voting and dipositive power of the 231,241 aggregate shares of the Issuer’s common stock owned by the Reporting Persons. The percentage of ownership of the Issuer’s common stock owned by the Reporting Persons is based on 2,873,340 shares of the Issuer’s common stock issued and outstanding as of November 7, 2018, the latest information reported by the Issuer in their Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2018.

(a)	Amount beneficially owned: 231,241

(b)	Percent of class: 8.04%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote. 0

	(ii)	Shared power to vote or to direct the vote . 231,241

	(iii)	Sole power to dispose or to direct the disposition of. 0

	(iv)	Shared power to dispose or to direct the disposition of. 231,241

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Please see Exhibit 1 attached hereto.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below each signatory certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 6 of 6 Pages

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.

	03/7/2019
	Date

	/s/ Pincus Reisz
	Signature

	Pincus Reisz
	Name/Title

	03/7/2019
	Date
	P R Diamonds, Inc.
	/s/ Pincus Reisz
	Signature

	Pincus Reisz/President
	Name/Title

EX-1 2 ex1.htm

Exhibit 1.

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 231,241 shares of Common Stock of NTN BUZZTIME INC. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on March 7, 2019

	/s/ Pincus Reisz
	Pincus Reisz

	P R Diamonds Inc.

	/s/ Pincus Reisz
	Title: Name:	President Pincus Reisz