UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the
Securities Exchange Act of 1934 (Amendment No. 2)
Smart-Tek Solutions, Inc.
(Name of
Issuer)
Common Stock
(Title of Class of
Securities)
83172A 20 4
(CUSIP Number)
Owen
Naccarato, Naccarato & Associates 1100 Quail Street, Suite 100, Newport
Beach, California 92660
Phone: 949-851-9261
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 17, 2011
(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(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).
SCHEDULE 13D
| CUSIP No. 83172A 20 4 |
| 1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Bonar |
||
| 2
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] |
||
| 3 |
SEC USE ONLY |
||
| 4 |
SOURCE OF FUNDS (See
Instructions) N/A |
||
| 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 0 |
|
| 8
|
SHARED VOTING POWER 0 |
||
| 9
|
SOLE DISPOSITIVE POWER 0 |
||
| 10
|
SHARED DISPOSITIVE POWER 0 |
||
| 11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 |
||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] |
||
| 13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 0% |
||
| 14 |
TYPE OF REPORTING PERSON
(See Instructions) |
||
Page 2
| Item 1. |
Security and Issuer | ||
|
The securities to which this statement relates are shares of the class A common stock, $.001 par value (the "common stock") of Smart-Tek Solutions, Inc. Principal executive offices of the Corporation are located at 1100 Quail Street, Suite 100, Newport Beach, CA 92660. | |||
| Item 2. |
Identity and Background | ||
| (a) |
Name: Brian Bonar | ||
| (b) |
Address of Principal Business
Office: | ||
| (c) |
Occupation:Executive, consultant | ||
| (d) |
Criminal Proceedings: |
None | |
| (e) |
Civil Proceedings: |
None | |
| (f) |
Citizenship: |
United States | |
| Item 3. |
Source and Amount of Funds or Other Considerations | ||
|
Mr. Bonar cancelled the 45 million shares of Smart-Tek Solutions Inc. previously issued as a result of the amending of the marketing partner agreement between Mr. Bonar and the Company on 12-9-2010. The purpose of the amendment was to clarify the basis for which shares for compensation are to be issued to Mr. Bonar. Based on the new terms, Mr. Bonar has not earned any shares as of this date. This amended agreement will ultimately result in the reissuance of the 45 million shares to Mr. Bonar upon reaching the performance goals of the amended agreement. A copy of the amended marketing agreement was filed on Edgar via Form 8-k on December 13, 2010. | |||
| Item 4. |
Purpose of Transaction | ||
| (a) |
An acquisition or Disposition: The purpose of this 13D/A No. 2 is to give additional information concerning the intent to engage in a transaction with Mr. Bonar that will lead to the future issuance of up to 45,000,000 shares of the Issuer where upon he will become the controlling member of the Company at that time. | ||
|
Smart-Tek Solutions, Inc. (“STTN”) first started exploring strategies back in late 2008 on whether to acquire or start up a potentially new high growth profitable business in a different business area. The reason for this strategy was that the existing business (advanced security business) was feeling the negative effects of the economic downturn and Mr. Law realized that to grow shareholder value he needed to either acquire a new business, be acquired, or start a new business line. At that time, Mr. Law made an inquiry to his Law firm, Clark Wilson LLP, asking if they knew of any profitable growing companies that were seeking to acquire a public entity or looking to be acquired. By February 2009, Mr. Law was in discussions with several potential acquisition candidates. Mr. Law was also advised that he should be prepared and have an entity to absorb any potential acquisition candidates he was in discussions with, accordingly, he requested Clark Wilson LLP to prepare and file the necessary documents for a new subsidiary. Mr. Law decided on the generic name Smart-Tek Automated Services, Inc. to allow for flexibility in the type of business ultimately chosen. Mr. Law was still in discussions with several candidates when he was introduced to Mr. Bonar in April 2009. Mr. Law and Mr. Bonar had discussions on starting up a new business line in the area of human resources for public and private companies which was Mr. Bonar’s area of expertise. | |||
Page 3
In May, 2009, Smart-Tek Solutions Inc. appointed Brian Bonar to the board of directors of Smart-Tek Automated Services Inc. with the goal to start-up the new business line focused on providing integrated and cost-effective management solutions in the area of human resources for public and private companies. On June 17, 2009, the Company entered into a Marketing Partner Agreement with Mr. Bonar whereby Mr. Bonar would promote and market the new line of business and services of Company to prospective clients (see Item 3).
Given the above, it was clear that Mr. Law was seeking a candidate that would either enhance or possibly take over STTN back in late 2008. However it appears the earliest that intent to engage in a transaction that would result in a change of control of the Issuer could be assigned to Mr. Law and Mr. Bonar would be in May 2009 since any discussions before then would have been only exploratory. An express intent would be assignable when the terms of Mr. Bonar’s marketing agreement was finalized on June 17, 2009.
| (b) |
A Corporate Transaction: There is no extraordinary corporate transaction such as a merger, reorganization or liquidation involved. | |
| (c) |
A sale or transfer of a Material Amount of Assets of the Issuer or any of its Subsidiaries: The Company will vend-out its Smart-Tek Communications Inc. subsidiary to its founder Mr. Law, but this transaction will not be material to the Company. | |
| (d) |
A Change in the Board of Directors: Mr. Bonar was added to the Board of Directors of the Issuer subsequent to the original agreement marketing agreement. | |
| (e) |
A Change in Capitalization: Once Mr. Bonar reaches his performance criteria pursuant to the amended marketing agreement and is issued the related shares, Mr. Bonar should be a majority shareholder in the corporation. | |
| (f) |
Other Material Change: There is no other material change in the issuer’s business or corporate structure anticipated. A revised preliminary proxy filed by the Company on March 16, 2011, disclosed its wholly owned subsidiary Smart-Tek Communications Inc. (“SCI”) will be sold to it founder Mr. Law. SCI is considered immaterial to the overall Company. | |
| (g) |
Changes to Charter or Bylaws: None | |
| (h) |
Causing a Delisting: None | |
| (i) |
Termination of Registration: Not applicable | |
| (j) |
A Similar Action: None. |
Page 4
| Item 5. | Interest in Securities of the Issuer | |
| (a) |
Mr. Bonar owns -0- shares of Common Stock as of the date of this report which represents 0% of Class A common stock of the Company. | |
| (b) |
Number of shares as to which there is sole power to vote or to direct the vote: 0 shares | |
| (c) |
Describe any transactions that were effected during the past sixty days or since the most recent filing of Schedule 13D: Mr. Bonar cancelled 45 Million shares on December 9, 2010 which was originally reported as issued on October 6, 2009 pursuant to an amended marketing agreement that revised the terms of the original agreement with the intent to clarify the performance criteria for earning shares of STTN pursuant to the agreement. It is anticipated that some time in the future Mr. Bonar will earn these shares back in the aggregate. | |
| (d) |
If any other person is known to have the right to receive or direct dividends or proceeds from the sale of securities, a statement to that effect should be included: n/a. | |
| (e) |
The date the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: (If applicable : December 9, 2010. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer | |
|
There are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Company. | ||
| Item 7. | Material to Be Filed as Exhibits |
|
None |
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.
| March 17, 2011 | |
| Dated | |
| /s/ Brian Bonar | |
| Signature | |
| President/Director | |
| 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 this 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).