SEC Info - Moore Charles William III - ‘SC 13D/A’ on 10/20/14 re: Hawker Energy, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 1

Under the Securities Exchange Act of 1934

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 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 (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. 42012W 107

SCHEDULE 13D

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.001 per share, of Hawker Energy, Inc., a Nevada corporation, and amends the Schedule 13D filed on behalf of Charles William Moore III (“Moore”) on January 14, 2014 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed to amend Item 1, Item 3, Item 4, Item 5 and Item 6 of the Schedule 13D as follows:

Item 1.

Security and Issuer.

Item 1 of the Schedule 13D is amended and restated in its entirety to read as follows:

This statement on Schedule 13D is related to shares of common stock, par value $0.001 per share (the “Common Stock”), of Hawker Energy, Inc., a Nevada Corporation (the “Issuer”). The principal executive offices of the Issuer are located at 326 S. Pacific Coast Highway, Suite 102, Redondo Beach, California 90277.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended and restated in its entirety to read as follows:

1,500,000 shares of the Issuer were acquired by Moore on January 1, 2014 in consideration for the sale of all of Moore’s membership interests of Hawker Energy, LLC, a California limited liability company (“Hawker”), to the Issuer, pursuant to the Issuer’s exercise of its option to acquire all of the membership interests of Hawker under the terms of that certain Amended and Restated Option Agreement, dated November 20, 2013 (the “Option Agreement”), by and among the Issuer, Darren Katic (“Katic”) and Moore.

On October 10, 2014, 16,500,000 shares of Common Stock were issued to Moore under the Option Agreement. Of those shares, 9,500,000 of the shares will be held in escrow (the “Escrow Shares”), to be released as follows: (i) 5,000,000 Escrow Shares will be released upon completion of a transaction resulting in Issuer ownership of oil and gas interests currently held by TEG Oil & Gas, Inc. located in the Tapia Field, Los Angeles County, California, and (ii) 4,500,000 Escrow Shares will be released upon completion, on or before December 31, 2017, of any one of the transactions evaluated by Hawker prior to January 1, 2014, including a transaction resulting in Issuer ownership of oil and gas lease interests in any one of the following unique oil fields: Cat Canyon (leases Tognazzini, Wickenden, Los Alamos, GWP, and those immediately adjacent to, in each case, in Santa Barbara County), Santa Maria (T 11N, R 36W extending southeast through T9N R33W in Santa Barbara County), Casmalia (leases Tompkins, Peshine, and those immediately adjacent to, in each case, in Santa Barbara County), North Lost Hills (Sections 12 & 13, T25S, R19E, and Sections 7 & 18, T25S, R 20E, totaling 1,500 acres in Kern County CA), Maricopa (McFarland and Jameson leases totaling 40 acres in Kern County), Pine Meadows (Section 1 Township 31 South Range 22E in Kern County) or Torrance (Joughin and South Torrance Units in totaling 900 acres in Los Angeles County).

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:

CUSIP No. 42012W 107

SCHEDULE 13D

Moore acquired beneficial ownership of the shares of Common Stock for investment purposes. Moore from time to time intends to review his investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, Moore will take such actions in the future as he may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently owned by him or otherwise acquired by him, either in the open market or in privately negotiated transactions.

(a)

Under the terms of that certain Warrant Agreement, dated December 27, 2013 (the “Warrant Agreement”), by and among Katic, Moore and Gerald Tywoniuk (“Tywoniuk”), Moore granted Tywoniuk warrants (the “Hawker Warrants”) to purchase up to 725,000 shares of Common Stock issued to Katic under the Option Agreement, as set forth in Item 3, above. Each such Hawker Warrant shall be immediately exercisable in full for a period of five (5) years from the date of each issuance of shares of Common Stock to Katic by the Issuer pursuant to the terms of the Option Agreement. The Hawker Warrants were granted in consideration of certain professional services provided by Tywoniuk to the Issuer.

(b)

Not Applicable

(c)

Not Applicable

(d)

Not Applicable

(e)

Not Applicable

(f)

Not Applicable

(g)

Not Applicable

(h)

Not Applicable

(i)

Not Applicable

(j)

Not Applicable

Moore reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:

(a) As of October 16, 2014, Moore was the beneficial owner of 18,000,000 shares of Common Stock, which represents approximately 24.1046% of the outstanding shares of Common Stock. Percentage ownership is calculated based on 74,674,703 shares of Common Stock issued and outstanding as of the October 16, 2014,

As of the date hereof, Moore has no other ownership or interest in the Issuer other than through the shares of Common Stock acquired, or that may be acquired, in connection with the Option Agreement.

CUSIP No. 42012W 107

SCHEDULE 13D

(b)

	Shared Voting Power	Sole Voting Power	Shared Dispositive Power	Sole Dispositive Power

Charles William Moore III	0	18,000,000	0	18,000,000

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6.

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

Item 6 of the Schedule 13D is amended and restated in its entirety to read as follows:

Moore is a party to the Warrant Agreement, pursuant to which Moore may dispose of up to 725,000 shares of Common Stock of the Issuer to Tywoniuk, as further described in Item 4(a) above.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any 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.

CUSIP No. 42012W 107

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 20, 2014	/s/ *Charles William Moore III*
	Charles William Moore III, an individual

1	NAMES OF REPORTING PERSONS Charles William Moore III I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 18,000,000
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 18,000,000
	10	SHARED DISPOSITIVE POWER 0

This ‘SC 13D/A’ Filing	Date	Other Filings

	12/31/17
Filed on:	10/20/14	SC 13D/A
	10/16/14	8-K
	10/10/14	3, 4, 8-K
	1/14/14	4, SC 13D, SC 13D/A
	1/1/14	3, 4, 8-K, 8-K/A
	12/27/13
	11/20/13
		List all Filings

Moore Charles William III – ‘SC 13D/A’ on 10/20/14 re: Hawker Energy, Inc.

On: Monday, 10/20/14, at 1:11pm ET · Accession #: 1214659-14-7075 · File #: 5-87671

Previous ‘SC 13D’: ‘SC 13D’ on 1/14/14 · Next: ‘SC 13D/A’ on 11/19/14 · Latest: ‘SC 13D/A’ on 12/22/14

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,000,000 (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) 24.1046% (2)
14	TYPE OF REPORTING PERSON IN

Moore Charles William III – ‘SC 13D/A’ on 10/20/14 re: Hawker Energy, Inc.

On: Monday, 10/20/14, at 1:11pm ET · Accession #: 1214659-14-7075 · File #: 5-87671

Previous ‘SC 13D’: ‘SC 13D’ on 1/14/14 · Next: ‘SC 13D/A’ on 11/19/14 · Latest: ‘SC 13D/A’ on 12/22/14

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents