Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE
ACT OF 1934
(Amendment No. 2)
| BUCKINGHAM EXPLORATION INC. |
| (Name of Issuer) |
| Common Stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 11840P |
| (CUSIP Number) |
| Alison Auld |
| Six Fingers Pty. Ltd. as Trustee for |
| Six Fingers Discretionary Trust |
| Suite 21, 22 Railway Road |
| Subiaco, WA 6008 |
| Australia |
| +61 419 119 363 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and |
| Communications) |
| July 20, 2012 |
| (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 Rule 13d-1(e), 13d-1(f) or 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 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 purposes of Section 18 of the Securities Exchange Act of 1934 (the “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. 11840P | ||
| (1) | Names of Reporting Persons: Six Fingers Pty. Ltd. as Trustee for Six Fingers | |
| Discretionary Trust | ||
| (2) | Check the Appropriate Box if a Member of a Group: | |
| (a) o | ||
| (b) o | ||
| (3) | SEC Use Only | |
| (4) | Source of Funds: WC | |
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): o | |
| (6) | Citizenship or Place of Organization: Australia | |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
(7) | Sole Voting Power: 7,159,000(1) |
| (8) | Shared Voting Power: 0 | |
| (9) | Sole Dispositive Power: 7,159,000(1) | |
| (10) | Shared Dispositive Power: 0 | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person 7,159,000(1) | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: o | |
| (13) | Percent of Class Represented by Amount in Row (11): 8.9% | |
| (14) | Type of Reporting Person: CO | |
(1) Represents 5,359,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Issuer.
| CUSIP No. 11840P | ||
| (1) | Names of Reporting Persons: Benjamin Auld | |
| (2) | Check the Appropriate Box if a Member of a Group: | |
| (a) o | ||
| (b) o | ||
| (3) | SEC Use Only | |
| (4) | Source of Funds: OO | |
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): o | |
| (6) | Citizenship or Place of Organization: Australia | |
| Number of Shares Beneficially Owned by Each Reporting Person with: |
(7) | Sole Voting Power: 1,000,000 |
| (8) | Shared Voting Power: 29,659,000(1)(2) | |
| (9) | Sole Dispositive Power: 1,000,000 | |
| (10) | Shared Dispositive Power: 29,659,000(1)(2) | |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 30,659,000(1)(2) | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: o | |
| (13) | Percent of Class Represented by Amount in Row (11): 34.8% | |
| (14) | Type of Reporting Person: IN | |
(1) Represents (i) 15,000,000 shares of common stock and warrants to acquire 7,500,000 shares of common stock of the Issuer held by Aviador Corporation Pty Ltd. (“Aviador”) and (ii) 5,359,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Issuer held by Six Fingers Pty. Ltd. as Trustee for Six Fingers Discretionary Trust (“Six Fingers”).
(2) Mr. Auld is a director of Aviador and an officer of Six Fingers and disclaims beneficial ownership of the securities of the Issuer held by Aviador and Six Fingers as investment and voting control over the securities held by Aviador and Six Fingers rests with the board of directors of Aviador and Six Fingers, respectively.
Item 1. Security and Issuer
This Schedule 13D/A (Amendment No. 2) amends the Schedule 13D/A (Amendment No. 1) filed by Six Fingers Pty Ltd. as Trustee for Six Fingers Discretionary Trust (“Six Fingers”) on October 17, 2011 and relates to the common stock, par value $0.0001 per share of Buckingham Exploration Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at Suite 418-831 Royal Gorge Blvd., Cañon City, CO 81212, USA.
Item 2. Identity and Background
| (a) | This statement on Schedule 13D/A (Amendment No. 2) is filed on behalf of Six Fingers and Benjamin Auld, a director of the Issuer (together the “Reporting Persons”). Mr. Auld is also a director of Aviador Corporation Pty. Ltd. (“Aviador”), which filed a Schedule 13D/A (Amendment No. 1) on November 8, 2011, and an officer of Six Fingers and disclaims beneficial ownership of the securities of the Issuer held by Aviador and Six Fingers as investment and voting control over the securities of the Issuer held by Aviador and Six Fingers rests with the board of directors of Aviador and Six Fingers, respectively. | |
| Six Fingers is organized under the laws of Australia. The principal business of Six Fingers is investment. The business address of Six Fingers is Suite 21, 22 Railway Rd., Subiaco WA, 6008 Australia. The name, business address, citizenship and present principal occupation or employment of each executive officer and director of Six Fingers are set forth in Schedule “A” attached hereto and incorporated herein by reference. | ||
| (b) | See (a) above. | |
| (c) | See (a) above. | |
| (d) | During the past five years, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, any of the persons listed in Schedule “A”, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, any of the persons listed in Schedule “A”, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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) | See (a) above. | |
Item 3. Source and Amount of Funds or Other Consideration
On January 25, 2012, the Issuer appointed Benjamin Auld as a director of the Issuer. In connection with his appointment, the Issuer issued 500,000 restricted shares of common stock to Mr. Auld as a one-time incentive for joining its board of directors and other contributions to date.
On June 14, 2012, Six Fingers acquired 100,000 shares of common stock of the Issuer at a price of $0.10 per share in a private placement for an aggregate of $10,000, from working capital.
On June 21, 2012, Six Fingers acquired 25,000 shares at a price of approximately $0.1036 per share in the open market for an aggregate of $2,589.53, from working capital.
On July 5, 2012, Six Fingers acquired 100,000 shares at a price of approximately $0.0935 per share in the open market for an aggregate of $9,359.10, from working capital.
On July 5, 2012, Six Fingers acquired 4,000 shares at a price of approximately $0.0957 per share in the open market for an aggregate of $383.07, from working capital.
On July 20, 2012, the Issuer issued 500,000 shares to Mr. Auld as payment for services rendered to the Issuer.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Issuer’s common stock for investment purposes. None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D. The Reporting Persons reserve the right to acquire additional securities of the Issuer, to dispose of such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities.
Item 5. Interest in Securities of the Issuer
| (a) | Mr. Auld beneficially owns an aggregate of 1,000,000 shares, or approximately 1.3% of the Issuer’s outstanding common stock. | |
| Aviador beneficially owns an aggregate of 15,000,000 shares and warrants to acquire up to 7,500,000 shares of the Issuer, or approximately 26.1% of the Issuer’s outstanding common stock. Six Finge rs beneficially owns an aggregate of 5,359,000 shares and warrants to acquire up to 1,800,000 shares of the Issuer, or approximately 8.9% of the Issuer’s outstanding common stock. Mr. Auld is a director of Aviador and an officer of Six Fingers and disclaims beneficial ownership of the securities of the Issuer held by Aviador and Six Fingers as investment and voting control over the securities of the Issuer held by Aviador and Six Fingers rests with the board of directors of Aviador and Six Fingers, respectively. | ||
| (b) | Aviador has the sole power to vote and to dispose of the securities of the Issuer held by it. Six Fingers has the sole power to vote and to dispose of the securities of the Issuer held by it. Mr. Auld has the sole power to vote and to dispose of the securities of the Issuer held by him. | |
| (c) | None of the Reporting Persons has effected any other transactions in the Issuer’s common stock within the past 60 days, except as provided herein. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Materials to be Filed as Exhibits
Joint Filing Agreement.
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.
| Date: | July 20, 2012 | Six Fingers Pt. Ltd. as Trustee for | |
| Six Fingers Discretionary Trust | |||
| Per: | /s/ Alison Auld | ||
| Name: Alison Auld | |||
| Title: Director | |||
| Date: | July 20, 2012 | /s/ Benjamin Auld | |
| Benjamin Auld | |||
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to jointly prepare and file a Schedule 13D/A (including any future amendments thereto) reporting each of the undersigned’s ownership of securities of Buckingham Exploration Inc. and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to file on its behalf any and all amendment to such Schedule 13D/A. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: | July 20, 2012 | Six Fingers Pt. Ltd. as Trustee for | |
| Six Fingers Discretionary Trust | |||
| Per: | /s/ Alison Auld | ||
| Name: Alison Auld | |||
| Title: Director | |||
| Date: | July 20, 2012 | /s/ Benjamin Auld | |
| Benjamin Auld | |||
SCHEDULE “A”
EXECUTIVE OFFICERS AND DIRECTORS OF SIX FINGERS
The following is a list of the directors and executive officers of Six Fingers and sets forth the business address, present principal occupation or employment and citizenship for each such person.
| Present Principal | ||||||
| Name | Business Address | Occupation | Citizenship | |||
| Alison Auld | 29 Beach Street, | Director of Six | Australian | |||
| Bicton, WA 6157, | Fingers Pty. Ltd. | |||||
| Australia | ||||||
| Benjamin Auld | 29 Beach Street, | Managing Director – | Australian | |||
| Bicton, WA 6157, | Mining Plus Pty. Ltd. | |||||
| Australia | ||||||