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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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
USBC, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
499238202 (CUSIP Number) |
Robert Gregory Kidd 26 State Route 28, #1186, Crystal Bay, NV, 89402 510-495-4686 Goldeneye 1995 LLC 26 State Route 28, #1186, Crystal Bay, NV, 89402 510-495-4686 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/19/2025 (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.
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
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| CUSIP No. | 499238202 |
| 1 |
Name of reporting person
Robert Gregory Kidd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
357,815,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
92.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
|
| CUSIP No. | 499238202 |
| 1 |
Name of reporting person
Goldeneye 1995 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEVADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
357,815,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
92.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
USBC, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
300 E 2nd Street, 15th Floor, Reno,
NEVADA
, 89501. | |
Item 1 Comment:
Item 1 of the Schedule 13D is hereby supplemented as follows: This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons (as defined in Item 2 of the Schedule 13D) with the U.S. Securities and Exchange Commission on August 13, 2025 (the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported on the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. The securities to which this Amendment relates are shares of common stock, par value $0.001 (the "Common Stock"), of USBC, Inc. (the "Issuer"). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 5 of this Amendment is hereby incorporated by reference in its entirety into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows: On September 19, 2025, Goldeneye entered into a Registration Rights Agreement (the "Registration Rights Agreement") with the Issuer and certain other signatories thereto, pursuant to which, among other things, the Issuer filed a Registration Statement on Form S-1 on September 19, 2025 covering the resale of the shares of Common Stock issued to Goldeneye in the Private Placement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby supplemented as follows: The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover pages of this Amendment and the information set forth in or incorporated by reference in Item 3 of this Amendment are hereby incorporated by reference in its entirety into this Item 5. As of the date hereof, Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has sole voting and dispositive power. The holdings of Mr. Kidd represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons). As of the date hereof, Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. The holdings of Goldeneye represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons). As of September 19, 2025, Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has sole voting and dispositive power. The holdings of Mr. Kidd represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons). As of September 19, 2025, Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. The holdings of Goldeneye represent an aggregate of approximately 92.1% of the Issuer's outstanding shares of Common Stock (based on 388,143,679 shares of Common Stock issued and outstanding as of September 15, 2025 as reported directly by the Issuer to the Reporting Persons). | |
| (b) | As of the date hereof, (i) Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has the sole voting and dispositive power, and (ii) Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has the sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. As of September 19, 2025, (i) Mr. Kidd may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Mr. Kidd has the sole voting and dispositive power, and (ii) Goldeneye may be deemed to be the beneficial owner of an aggregate of 357,815,000 shares of Common Stock, all of which Goldeneye has the sole voting and dispositive power, in which Mr. Kidd, as the sole owner and manager of Goldeneye, exercises such voting and dispositive power over such securities. | |
| (c) | Except for the Registration Rights Agreement, there were no other transactions by the Reporting Persons in shares of Common Stock as of the date hereof or during the period commencing sixty (60) days prior to the date hereof. Except for the Registration Rights Agreement, there were no other transactions by the Reporting Persons in shares of Common Stock as of September 19, 2025 or during the period commencing sixty (60) days prior to September 19, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented as follows: The disclosure set forth above in Item 4 of this Amendment is hereby incorporated by reference in its entirety into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 - Joint Filing Agreement, dated August 13, 2025, signed by each of the Reporting Persons in order to confirm that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D). Exhibit 4 - Registration Rights Agreement, dated September 19, 2025, by and between the Issuer, Goldeneye, Cohen & Company Securities, LLC and Fifth Era LLC (incorporated by reference to Exhibit 10.45 to the Issuer's Registration Statement on Form S-1, filed September 19, 2025). | ||
| 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.
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