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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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
VISION HYDROGEN CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
92837Y 101
(CUSIP Number)
January 31, 2021
(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) | |
| ☒ | 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 the disclosures provided in a prior cover page.
The information required in 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. 92837Y 101 | 13G | Page 2 of 8 pages |
| NAMES OF REPORTING PERSONS | |
| First Finance Limited | |
| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) N/A |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [ ] | |
| 2 | (b) [ ] |
| SEC USE ONLY | |
| 3 | |
| CITIZENSHIP OR PLACE OF ORGANIZATION | |
| 4 | Canada |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
SOLE VOTING POWER | |
| 5 | 0 | |
| SHARED VOTING POWER | ||
| 6 | 1,000,000 | |
| SOLE DISPOSITIVE POWER | ||
| 7 | 0 | |
| SHARED DISPOSITIVE POWER | ||
| 8 | 1,000,000 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 9 | 1,000,000 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| 10 | [ ] |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 11 | 7.75%* |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| 12 | CO |
* Based upon an aggregate of 12,897,576 shares of common stock issued and outstanding, including 397,576 shares issued and outstanding as of October 30, 2020, as set forth in the Issuer’s quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on November 2, 2020, and 12,500,000 shares of common stock issued in a company offering, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on February 1, 2021. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.
| CUSIP No. 92837Y 101 | 13G | Page 3 of 8 pages |
| NAMES OF REPORTING PERSONS | |
| 1 | I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew Hromyk |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [ ] | |
| 2 | (b) [ ] |
| SEC USE ONLY | |
| 3 | |
| CITIZENSHIP OR PLACE OF ORGANIZATION | |
| 4 | Canada |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
SOLE VOTING POWER | |
| 5 | 0 | |
| SHARED VOTING POWER | ||
| 6 | 1,000,000 | |
| SOLE DISPOSITIVE POWER | ||
| 7 | 0 | |
| SHARED DISPOSITIVE POWER | ||
| 8 | 1,000,000 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| ; | |
| 9 | 1,000,000 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| 10 | [ ] |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 11 | 7.75% * |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| 12 | PN |
* Based upon an aggregate of 12,897,576 shares of common stock issued and outstanding, including 397,576 shares issued and outstanding as of October 30, 2020, as set forth in the Issuer’s quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on November 2, 2020, and 12,500,000 shares of common stock issued in a company offering, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on February 1, 2021. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.
| CUSIP No. 92837Y 101 | 13G | Page 4 of 8 pages |
| Item 1(a). | Name of Issuer: | |
| The name of the issuer is Vision Hydrogen Corporation (the “Company”). | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| The Company’s principal executive offices are located at 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302. | ||
| Item 2(a). | Name of Person Filing. | |
| This statement is filed by the entities and persons listed below, who are collectively referred to herein as “Reporting Persons” with respect to the shares of common stock of the Company: | ||
| First Finance Limited, a Canadian corporation | ||
| Reporting Individual | ||
| Mr. Andrew Hromyk (the “Reporting Individual”), with respect to the shares of common stock held by the First Finance Limited. Mr. Hromyk is the President of First Finance Limited. | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence.
200 Burrard Street, Suite 1615 Vancouver, British Columbia Canada V6C 3L6 | |
| Item 2(c). | Citizenship. | |
| Citizenship is set forth in Row 4 of the cover page for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 2(d). | Title of Class of Securities. | |
| Common Stock, $0.0001 par value per share | ||
| Item 2(e). | CUSIP Number. | |
| 92837Y 101 |
| CUSIP No. 92837Y 101 | 13G | Page 5 of 8 pages |
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _______
Item 4. Ownership.
| (a) | Amount beneficially owned: |
First Finance Limited — 1,000,000 shares of common stock
Andrew Hromyk — 1,000,000 shares of common stock
| (b) | Percent of class: |
First Finance Limited — 7.75%**
Andrew Hromyk — 7.75%**
** Based upon an aggregate of 12,897,576 shares of common stock issued and outstanding, including 397,576 shares issued and outstanding as of October 30, 2020, as set forth in the Issuer’s quarterly report on Form 10-Q as filed with the Securities and Exchange Commission on November 2, 2020, and 12,500,000 shares of common stock issued in a company offering, as reported by the Issuer on its Form 8-K filed with the Securities and Exchange Commission on February 1, 2021. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.
| CUSIP No. 92837Y 101 | 13G | Page 6 of 8 pages |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: | |
| First Finance Limited —0 shares of common stock | ||
| Andrew Hromyk —0 shares of common stock | ||
| (ii) | Shared power to vote or to direct the vote: | |
| First Finance Limited — 1,000,000 shares of common stock | ||
| Andrew Hromyk — 1,000,000 shares of common stock | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| First Finance Limited — 0 shares of common stock | ||
| Andrew Hromyk — 0 shares of common stock | ||
| (iv) | Shared power to dispose or to direct the disposition of: | |
| First Finance Limited — 1,000,000 shares of common stock | ||
| Andrew Hromyk — 1,000,000 shares of common stock |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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 by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
| CUSIP No. 92837Y 101 | 13G | Page 7 of 8 pages |
Item 10. Certification.
By signing below I certify that, to the best of my 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.
| CUSIP No. 92837Y 101 | 13G | Page 8 of 8 pages |
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: February 8, 2021 | By: | /s/ Andrew Hromyk |
| Andrew Hromyk | ||
| First Finance Limited | ||
| Date: February 8, 2021 | By: | /s/ Andrew Hromyk |
| Name: | Andrew Hromyk | |
| Title: | President | |
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated February 8, 2021, is entered into by and between First Finance Limited, a Canadian corporation and Andrew Hromyk, an individual (collectively referred to herein as (the “Filers”). Each of the Filers may be required to file with the U.S. Securities and Exchange Commission a statement on Schedule 13G with respect to shares of common stock, $0.0001 par value per share, of Vision Hydrogen Corporation beneficially owned by them from time to time. Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
DATED: February 8, 2021
| By: | /s/ Andrew Hromyk | |
| Andrew Hromyk | ||
| First Fire Limited | ||
| By: | /s/ Andrew Hromyk | |
| Name: | Andrew Hromyk | |
| Title: | President | |