(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 which 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.
This statement is being filed by Bradley Brothers, LLC (“BB”), Nathaniel Bradley and Sean Bradley (collectively, the “Reporting Persons”). BB is an Arizona limited liability company, whose principal business is investments. Nathaniel Bradley and Sean Bradley are each 50% owners of BB. Nathaniel Bradley is the Issuer’s Chief Executive Officer, President and a director and Sean Bradley is the Issuer’s Chief Technology Officer, Vice
President, Secretary, and a director. The principal business address for each of the Reporting Persons is 9070 S. Rita Road, Suite 1450, Tucson, Arizona85747. During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result, of which none of the Reporting Persons 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of the Issuer beneficially owned by BB were issued in connection with and as the merger consideration pursuant to the merger of AudioEye Acquisition Corporation (“AEAC”) into the Issuer which occurred on March 25, 2013. BB was a shareholder of AEAC. Each of Nathaniel Bradley and Sean Bradley received the shares beneficially owned by such Reporting Persons as to which they have sole voting power and sole dispositive power as a dividend from CMG Holdings Corporation, Inc., the Issuer’s former parent, on February 22, 2013.
ITEM 4. PURPOSE OF TRANSACTION
Reference is made to the disclosure set forth under Item 3 of this Schedule 13D.
All of the shares of Common Stock beneficially owned by the Reporting Persons are held for investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Reference is made to the disclosure set forth under Items 1 and 3 of this Schedule 13D.
As of April 19, 2013, BB owned 11,296,067 shares of Common Stock. Assuming a total of 43,062,199 shares of Common Stock outstanding, BB’s ownership constitutes approximately 26.24% of the shares of Common Stock outstanding.
Nathaniel Bradley owns directly 3,001 shares of Common Stock. Nathaniel Bradley is a 50% owner of BB and shares investment and dispositive power with Sean Bradley as to 5,648,033 shares of Common Stock (50% of 11,296,067 shares). Nathaniel Bradley disclaims beneficial ownership as to 50% of the 11,296,067 shares. Based on 43,062,199 shares of Common Stock outstanding, Nathaniel Bradley beneficially owns approximately 13.12% of the shares of Common Stock outstanding.
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Sean Bradley owns directly 2,587 shares of Common Stock. Sean Bradley is a 50% owner of BB and shares investment and dispositive power with Nathaniel Bradley as to 5,648,033 shares of Common Stock (50% of 11,296,067 shares). Sean Bradley disclaims beneficial ownership as to the 50% of the 11,296,067 shares. Based on 43,062,199 shares of Common Stock outstanding, Sean Bradley beneficially owns approximately 13.12% of the outstanding Common Stock.
Transactions by the Reporting Persons in shares of Common Stock effected in the past 60 days are described in Item 3 of this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Reference is made to the disclosure set forth under Items 1 and 3 of this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 - Joint Filing Agreement.
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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.
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
