(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 o
.
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).
Persons
who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control
number.
CUSIP
No. 25849C
10 5
Schedule
13D
1
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
Lee
Johnson
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
3
SEC
USE ONLY
4
SOURCE
OF FUNDS (See Instructions)
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
United
States
NUMBER
OF
SHARES
7
SOLE
VOTING POWER
11,102,479
BENEFICIALLY
OWNED
BY
EACH
8
SHARED
VOTING POWER
10,000
REPORTING
PERSON
WITH
9
SOLE
DISPOSITIVE POWER
11,102,479
10
SHARED
DISPOSITIVE POWER
10,000
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,112,479
12
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.77%
14
TYPE
OF REPORTING PERSON (See Instructions)
IN
2
CUSIP
No. 25849C
10 5
Schedule
13D
1
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
Hue
Johnson
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
3
SEC
USE ONLY
4
SOURCE
OF FUNDS (See Instructions)
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
United
States
NUMBER
OF
SHARES
7
SOLE
VOTING POWER
0
BENEFICIALLY
OWNED
BY
EACH
8
SHARED
VOTING POWER
5,000
REPORTING
PERSON
WITH
9
SOLE
DISPOSITIVE POWER
0
10
SHARED
DISPOSITIVE POWER
5,000
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
14
TYPE
OF REPORTING PERSON (See Instructions)
IN
*Represents
beneficial ownership of less than one percent.
3
CUSIP
No. 25849C
10 5
Schedule
13D
1
NAMES
OF REPORTING PERSONS.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only):
Tran
Johnson
2
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
x
3
SEC
USE ONLY
4
SOURCE
OF FUNDS (See Instructions)
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
United
States
NUMBER
OF
SHARES
7
SOLE
VOTING POWER
0
BENEFICIALLY
OWNED
BY
EACH
8
SHARED
VOTING POWER
5,000
REPORTING
PERSON
WITH
9
SOLE
DISPOSITIVE POWER
0
10
SHARED
DISPOSITIVE POWER
5,000
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
*
14
TYPE
OF REPORTING PERSON (See Instructions)
IN
*Represents
beneficial ownership of less than one percent.
4
Item
1.SECURITY
AND ISSUER.
This
statement relates to shares of the common stock, par value $.001 per share,
of
Dot VN, Inc., a Delaware corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 9449 Balboa Avenue, Suite 114
SanDiego, CA92123.
Item
2.IDENTITY
AND BACKGROUND.
(a)
- (c)
This Statement is filed by Lee P. Johnson. Mr. Johnson’s address is c/o Dot VN,
Inc. 9449 Balboa Avenue, Suite 114 San Diego, CA92123. Mr. Johnson’s present
principal occupation or employment is the President, Chief Technology Officer,
Chief Financial Officer, and Director of Dot VN, Inc. and the principal place
of
business and address of Dot VN, Inc. is 9949 Balboa Avenue, Suite 114 San Diego,
CA92123.
(d)
- (e)
During the last five years, Mr. Johnson has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor has he
been 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
violations with respect to such laws.
(f)
Mr.
Johnson is a United States citizen.
Item
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr.
Johnson acquired 3,078,750 of the shares of common stock of the Issuer on July 17, 2006 as a
result of that certain Agreement and Plan of Merger by and among (i) Dot VN,
Inc., a California corporation (“Dot VN CA”), (ii) the Issuer, and (iii) Malers
Acquisition Corp. (“MAC”), a Washington corporation and wholly owned subsidiary
of the Issuer, the completion of which transaction resulted in (w) MAC merging
with and into Dot VN CA there by ending MAC’s corporate existence; (x) Dot VN CA
becoming a wholly owned subsidiary of the Issuer; (y) Dot VN CA being renamed
“Hi-Tek Multimedia, Inc.”; and (z) the Issuer being renamed its current name,
“Dot VN, Inc.” In connection with the merger, the 14,232,250 outstanding shares
Dot VN CA Common Stock were exchanged for 11,368,068 shares of the Issuer’s
common stock. Mr. Johnson was a beneficial holder of common stock of Dot VN
CA
and received shares of common stock of the Issuer in connection with the merger.
On
October 9, 2006 the Issuer granted an option to purchase 1,200,000 shares of
common stock, at an exercise price of $0.50 per share, currently exercisable
and
which expires on August 1, 2016.
On
October 9, 2006 the Issuer granted an option to purchase 1,200,000 shares of
common stock, at an exercise price of $0.50 per share, currently exercisable
and
which expires on August 1, 2017.
On
October 10, 2006 the Issuer issued 3,000 shares of common stock to Hue Johnson,
Mr. Johnson’s wife, pursuant to an employment agreement with a fair value of
approximately $7,800 and 3,000 shares of common stock to Tran Johnson, Mr.
Johnson’s daughter, pursuant to an employment agreement with a fair value of
approximately $7,800.
On
July5, 2007, the Issuer issued 2,000 shares of common stock to Hue Johnson, Mr.
Johnson’s wife, as a compensation for past services with a fair value of
approximately $3,980 and 2,000 shares of common stock to Tran Johnson, Mr.
Johnson’s daughter, as a compensation for past services with a fair value of
approximately $3,980.
On
August1, 2007, the Issuer converted $1,989,065.78 of accrued and unpaid salary with
interest at 10% per annum into a one year convertible note (the “Note”). The
Note accrued interest at 8% per annum and converts at the option of Mr. Johnson
into shares of the Issuers common stock at $1.43 per share. On August 1, 2008,
the Note was not converted or repaid. On August 14, 2008, the Issuer executed
a
new six month convertible note with Mr. Johnson due on February 15, 2009 (the
“New Note”). The New Note continues to accrue interest at 8% per annum and
converts at the option of Mr. Johnson into shares of the Issuers common stock
at
$1.43 per share; there were no material changes to the terms or conditions
from
the previous Note. On August 1, 2008, the Note was convertible into
approximately 1,507,062 shares of the Issuer’s common stock
5
On
August7, 2007, the Issuer issued 116,667 shares of common stock to Mr. Johnson as
a
compensation for past services with a fair value of approximately
$210,001.
Item
4.PURPOSE
OF TRANSACTION.
Mr.
Johnson acquired the shares of common stock and other securities of the Issuer,
as described in Item 3 herein, for investment purposes.
Depending
upon then prevailing market conditions, other investment opportunities available
to Mr. Johnson, the availability of shares of common stock at prices that would
make the purchase of additional shares of common stock desirable and other
investment considerations, Mr. Johnson may endeavor to increase his position
in
the Issuer through, among other things, the purchase of shares of common stock
on the open market if the Issuer’s common stock is traded in the future, or in
private transactions or otherwise, on such terms and at such times as Mr.
Johnson may deem advisable. Mr. Johnson reserves the right to dispose of any
or
all of his shares of common stock in the open market, if such market is created
in the future, or otherwise, at any time and from time to time and to engage
in
any hedging or similar transactions subject to that certain lock-up agreement
dated April 15, 2008 (see Item 6).
Mr.
Johnson intends to review his investment in the Issuer on a continuing basis
and
may engage in communications with one or more stockholders of the Issuer, one
or
more officers of the Issuer, one or more members of the board of directors
of
the Issuer and/or one or more other representatives of the Issuer concerning
the
business, operations and future plans of the Issuer.
Mr.
Johnson does not have a present plan or proposal which would relate to or result
in:
(a)
The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b)
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c)
A
sale or transfer of a material amount of assets of the issuer or any of its
subsidiaries;
(d)
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;
(e)
Any
material change in the present capitalization or dividend policy of the
issuer;
(f)
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;
(g)
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;
(h)
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;
(i)
A
class of equity securities of the issuer becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Act; or
(j)
Any
action similar to any of those enumerated above.
6
Mr.
Johnson may, at any time and from time to time, review or reconsider his
position and/or change his purpose and/or formulate and adopt plans or proposals
with respect thereto subject to compliance with applicable regulatory
requirements.
Item
5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
On
the filing date of this Schedule 13D, Mr. Johnson beneficially owned, in the
aggregate, 11,112,479 shares of common stock, representing approximately 35.77%
of the Issuer’s outstanding shares of common stock, based on 27,160,224 shares
of common stock issued and outstanding as of August 1, 2008, as stated in the
Issuer’s Amendment No. 5 to Form S-1 of the Issuer as filed with the Securities
and Exchange Commission on August 1, 2008.
(b)
Mr.
Johnson directly owns and has sole voting power and sole dispositive power
with
respect to all of the shares of common stock reported in this Schedule 13D
as
being beneficially owned by him, with the exception of 10,000 shares of common
stock held indirectly through Hue Johnson (5,000) and Tran Johnson
(5,000).
(c)
Except as set forth in this Schedule 13D, Mr. Johnson has not effected any
transaction in the shares of common stock during the past sixty (60)
days.
(d)
Except for Mr. Johnson, no person is known by Mr. Johnson to have the right
to
receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Mr.
Johnson.
(e)
Not
applicable.
Item
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On
April15, 2008, Mr. Johnson entered into a lock-up agreement with the Company pursuant
to which Mr. Johnson agreed that he will not offer, sell, contract to sell,
grant an option to purchase, or otherwise dispose of any shares of common stock
of the Issuer until April 15, 2009.
Mr.
Johnson holds (i) an option, currently exercisable, to purchase 1,200,000 shares
of common stock of the Issuer, at an exercise price of $0.50 per share, until
August 1, 2016; (ii) an option, currently exercisable, to purchase 1,200,000
shares of common stock of the Issuer, at an exercise price of $0.50 per share,
until August 1, 2017; and (iii) an option, exercisable on October 1, 2008,
to
purchase 1,200,000 shares of common stock, at an exercise price of $0.50 per
share, until August 1, 2018.
Other
than the arrangements and understanding stated above, to the knowledge of Mr.
Johnson, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between himself and any other person with respect to the
securities of the Issuer, including, but not limited to, transfer or voting
of
any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss,
or the giving or withholding of proxies or any pledge or contingency, the
occurrence of which would give another person voting or investment power over
the securities of the Issuer.
Item
7.MATERIAL
TO BE FILED AS EXHIBITS.
Exhibit
99.1:
One
year security lock-up agreement by and between the Issuer and Lee Johnson dated
April 15, 2008 (incorporated by reference as Exhibit 10.19 to the Issuer’s
Amendment No. 2 to Form S-1 (File No. 333-146129), filed with the Securities
and
Exchange Commission on April 29, 2008).
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this statement
is
true, complete and correct.
