Sec Form 13D Filing - GALLAGHER SCOTT filing for METAWORKS PLATFORMS INC. (MWRK) - 2024-01-10

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D
(Amendment No. ___)

 

Under the Securities Exchange Act of 1934

METAWORKS PLATFORMS, INC.

(Name of Issuer)

 

Common Stock, $0.001 Par Value

(Title of Class of Securities)

 

23131W103

(CUSIP Number)

 

copy to:   MetaWorks Platforms, Inc. 3250 Oakland Hills Crt, Fairfield, CA 94534 Scott Gallagher 424.570.9446

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

January 6, 2024

(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.

 

* 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.

23131W103

 

1	NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Scott Gallagher
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)
	PF
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
		5,972,380(1)
	8	SHARED VOTING POWER
		Nil
	9	SOLE DISPOSITIVE POWER
		5,972,380(1)
	10	SHARED DISPOSITIVE POWER
		Nil

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,972,380 shares of common stock
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)
	5.22%(2)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

(1)

Consists of 1,305,714 shares of common stock, 666,666 stock options exercisable at a price of $0.09 per share until August 26 2032, 2,000,000 stock options exercisable at a price of $0.091 per share until April 21, 2033 and 2,000,000 stock options exercisable at a price of $0.02 per share until January 6, 2034.

 

(2)

Calculated based on the aggregate of 114,394,589 shares, which consists of 109,727,923 shares outstanding as of January 9, 2024, 4,666,666 shares that may be acquired on exercise of stock options exercisable, all within sixty days, pursuant to Rule 13d-3 of the Act.

 

 

Item 1. Security and Issuer

 

This Statement relates to shares of common stock (each, a “Share”) with $0.001 par value of MetaWorks Platforms, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 3250 Oakland Hills Court, Fairfield, CA 94534.

 

Item 2. Identity and Background

 

(a)	Name: Scott Gallagher.

 

(b)	Residence or business address: 3415 Loggerhead Way, Wesley Chapel, FL 33544.

 

(c)	During the last five years, Mr. Gallagher has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).

 

(d)

During the last five years, Mr. Gallagher was not a 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.

 

(e)	Mr. Gallagher is a citizen of United States.

 

Item 3. Source and Amount of Funds or Other Considerations

 

Pursuant to a stock option agreement dated January 6, 2024, Mr. Gallagher was granted 2,000,000 stock options which stock options are exercisable at a price of $0.02 per Share until January 6, 2034. The options vest immediately.

 

Pursuant to a debt settlement and subscription agreement dated January 6, 2024, Mr. Gallagher was issued 920,000 Shares at a deemed price of $0.02 per Share in settlement of debt in the amount of $18,400 in consideration for services rendered to the Issuer.

 

Item 4. Purpose of Transaction

 

Mr. Gallagher acquired the securities of the Issuer for investment purposes, but may transfer or sell such Shares as necessary and in accordance with applicable securities laws.

 

As of the date hereof, except as described in this Schedule 13D, Mr. Gallagher does not have any plans or proposals which relate to or would result in:

 

	●	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
	●	an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
	●	a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, although Mr. Gallagher has disclosed that he is investigating other business opportunities for the Issuer;
	●	any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

 

	●	any material change in the present capitalization or dividend policy of the Issuer;
	●	any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
	●	changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
	●	causing a class of securities of the Issuer 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;
	●	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
	●	any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

The aggregate number and percentage of Shares beneficially owned by Mr. Gallagher is 5,972,380 Shares (including stock options to acquire 4,666,666 Shares), or 5.22% of the Issuer, based on 114,394,589 Shares, which consists of 109,727,923 Shares outstanding as of January 9, 2024, 4,666,666 Shares that may be acquired on exercise of stock options exercisable, all exercisable within sixty days, pursuant to Rule 13d-3 of the Act.

 

Mr. Gallagher has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 5,972,380 Shares.

 

Other than as described in Item 3 above, Mr. Gallagher has not effected any transaction in the Shares in the past sixty days.

 

No person, other than Mr. Gallagher, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 5,972,380 Shares.

 

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

 

Except as set forth above or set forth in the exhibits and this Schedule 13D/A, there are no contracts, arrangements, understandings or relationships between reporting persons and any other person with respect to any securities of the Issuer.

 

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.

 

Dated: January 10, 2024	/s/ Scott Gallagher
	Signature
	Scott Gallagher

 

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).