General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 9 42K
2: EX-10 Material Contract 4 12K
3: EX-10.2 Material Contract 11 39K
4: EX-10.3 Material Contract 13 40K
5: EX-10.4 Material Contract 7 22K
6: EX-10.5 Material Contract 3 11K
7: EX-10.6 Material Contract 1 6K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Mountains West Exploration, Inc.
(Name of Issuer)
Common Stock,
(Title of Class of Securities)
624516 20 9
(CUSIP Number)
Lee Wiskowski
3111 N. Seminary
Suite 1N
Chicago, Illinois 60657
(312) 952-7100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 15, 2005
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
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 ("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).
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CUSIP No. 624516 20 9 13D Page 2 of 10 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
LD Acquisition, LLC
FEIN: 85-0280415
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
Shares 10,725,000*
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 0
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9. Sole Dispositive Power
10,725,000*
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,725,000*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
94.9%
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14. Type of Reporting Person (See Instructions)
OO
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* Includes warrants to purchase 10,000,000 shares of Issuer's common stock
which are immediately exercisable.
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CUSIP No. 624516 20 9 13D Page 3 of 10 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Grander, LLC
FEIN: 36-4448057
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
Illinois
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7. Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 10,725,000*
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
10,725,000*
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,362,500*
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
47.4%
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14. Type of Reporting Person (See Instructions)
OO
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* Includes warrants to purchase 10,000,000 shares of Issuer's common stock
which are immediately exercisable.
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CUSIP No. 624516 20 9 13D Page 4 of 10 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
DJS Investments II, LLC
FEIN: 43-2069627
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
------------------------------------------------------------------------------
6. Citizenship or Place of Organization
Illinois
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7. Sole Voting Power
Number of
Shares 0
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 10,725,000*
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9. Sole Dispositive Power
0
------------------------------------------------------------------------------
10. Shared Dispositive Power
10,725,000
------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,362,500
------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
47.4%
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14. Type of Reporting Person (See Instructions)
OO
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* Includes warrants to purchase 10,000,000 shares of Issuer's common stock
which are immediately exercisable.
CUSIP No. 624516 20 9
Page 5 of 10
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock $0.001 par value per share
("common stock"), of Mountains West Exploration, Inc., a New Mexico corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
3111 N. Seminary, Suite 1N, Chicago, Illinois 60657.
Item 2. Identity and Background.
(a)-(c) LD Acquisition, LLC ("LD") is a Delaware limited
liability company with its principal office located at 3111 N.
Seminary, Suite 1N, Chicago, Illinois 60657. LD is a newly formed
company formed for the purpose of acquiring shares of the Issuer.
LD is member - managed.
Grander, LLC ("Grander") is an Illinois limited liability company
with its principal office located at 3111 N. Seminary, Suite 1N,
Chicago, Illinois 60657. Grander is a private investment company.
Grander is a member of LD. Lee Wiskowski is the sole member of
Grander and beneficial owner.
Grander, LLC and DJS Investments II, LLC are the members of LD.
DJS Investments II, LLC ("DJS") is an Illinois limited liability
company with its principal office located at 350 Houbolt Road,
Suite 205, Joliet 60431 Shorewood, Illinois 60431. DJS is a
private investment company. Douglas Stukel is the sole member of
DJS and beneficial owner.
Lee Wiskowski, the sole member of Grander, has an office located
at 3111 N. Seminary, Suite 1N, Chicago, Illinois 60657. Mr.
Wiskowski is the co-chief executive officer of Capital Growth
Systems, Inc., with an office located at 50 East Commerce Drive,
Suite A, Schaumburg, Illinois 60173. Mr. Wiskowski also provides
financial and advisory services to emerging growth companies
through Momentum Capital, L.L.C., located at 3111 N. Seminary,
Suite 1N, Chicago, Illinois 60657. Mr. Wiskowski is also an
officer and director of Health Partnership, Inc.
Douglas Stukel, the sole member of DJS, has an office at 350
Houbolt Road, Suite 205, Joliet, Illinois 60431. Mr. Stukel is
the co-chief executive officer of Capital Growth Systems, Inc.,
with an office located at 50 East Commerce Drive, Suite A,
Schaumburg, Illinois 60173. Mr. Stukel also provides financial
and advisory services to emerging growth companies through
Momentum Capital, L.L.C., located at 3111 N. Seminary, Suite 1N,
Chicago, Illinois 60657. Mr. Stukel is also an officer and
director of Health Partnership, Inc.
(d)-(e)During the past five years, none of LD, Grander, DJS, Lee
Wiskowski and Douglas Stukel has (i) been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which he or it 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 a
finding of any violation with respect to such laws.
CUSIP No. 624516 20 9
Page 6 of 10
(f) Lee Wiskowski and Doug Stukel are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
LD Acquisition, LLC ("LD"), is a Delaware limited liability
company and has two members: Grander, LLC and DJS Investments II,
LLC. The members are joint filers in this Schedule 13D. On
November 7, 2005, LD borrowed $430,000 from Louis L. Orenstein,
pursuant to a Promissory Note (the "Orenstein Loan"). LD used the
$430,000 in loan proceeds to purchase 725,000 shares (the
"Shares") of Issuer's common stock represent approximately 55% of
Issuer's issued and outstanding shares. LD purchased the newly
issued 300,000 Shares at $0.01 per share for an aggregate
purchase price of $3,000. Additionally the Company issued a
warrant to LD to purchase up to 10,000,000 shares. LD loaned a
portion of the balance of the Orenstein Loan proceeds ($197,000)
to Issuer. LD purchased the remaining 425,000 shares from Skye
Blue Ventures, LLC for an aggregate purchase price of $230,000.
The Orenstein Loan bears simple interest in the amount of
$26,000, and is due and payable in a single installment on
February 7, 2006. As part of the Orenstein Loan, LD agreed to
assign to Mr. Orenstein 100,000 shares of common stock of Issuer.
The Orenstein Loan is secured by a pledge of the remaining shares
of Issuer's common stock to be held by LD and the warrant.
Item 4. Purpose of Transaction.
LD Acquisition, LLC ("LD"), is a Delaware limited liability
company and has two members: Grander, LLC and DJS Investments II,
LLC. The members are joint filers in this Schedule 13D. On
November 15, 2005, LD purchased 725,000 shares (the "Shares") of
Issuer's common stock (representing approximately 55% of the
Issuer's issued and outstanding shares) for an aggregate purchase
price of $233,000. See Item 3 for a description of the financial
terms surrounding the acquisition.
The acquisition resulted in a change in control of Issuer.
Effective concurrently with the closing of the acquisition, the
size of Issuer's board was increased from two to four members.
The Issuer's current directors will resign effective 10 days
after mailing the 14f Notice to Shareholders and Lee Wiskowski
(the sole member of Grander, LLC) and Douglas Stukel (the sole
member of DJS Investments II, LLC) will be the remaining
Directors.
Additionally, in connection with the change of control of the
Issuer on November 15, 2005, the Issuer's chief executive
officer, treasurer and secretary resigned and Lee Wiskowski was
appointed to serve as Issuer's President and Douglas Stukel was
appointed to serve as Issuer's treasurer and secretary.
After the change of control, it is contemplated that Issuer will
change its business plan. Historically, Issuer has been engaged
in business endeavors including energy exploration. Issuer has
not realized significant profitable revenues in these endeavors.
CUSIP No. 624516 20 9
Page 7 of 10
It is contemplated that going forward, Issuer will pursue
business activities related to communications commerce or such
other businesses as the Board may determine. In order to pursue
these activities, it is anticipated that the Issuer will seek to
raise additional capital to fund the purchase of one or more
businesses.
The contemplated change in business plans could relate to or result in:
(a) The acquisition 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) A 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 boards;
(e) A material change in the present capitalization or dividend policy
of the Issuer;
(f) A material change in the Issuer's business or corporate structure;
(g) A change 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
(i) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a)-(c) LD Acquisition, LLC ("LD"), is a Delaware limited liability company
and has two members: Grander, LLC and DJS Investments II, LLC; LD and the two
members are joint filers in this Schedule 13D. On November 15, 2005, LD
purchased 725,000 shares (the "Shares") of Issuer's common stock (representing
approximately 55% of the Issuer's issued and outstanding shares) for an
aggregate purchase price of $233,000.
CUSIP No. 624516 20 9
Page 8 of 10
* Lee Wiskowski, Director and as the sole member of Grander, LLC, may
be deemed to beneficially own the shares through Grander, LLC.
** Douglas Stukel, Director and as the sole member of DJS Investments
II, LLC may be deemed to beneficially own the shares through DJS
Investments II, LLC.
(d) No person, other than a Filing Person, is known to have the right to
receive or the power to direct the receipt of dividends from, or proceeds from
the sale of, the shares of the common stock beneficially owned by the Filing
Person.
(e) LD continues to own Warrants to purchase 10,000,000 shares of Issuer's
common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
See the responses to Items 3 and 4.
Item 7. Material to be filed as Exhibits.
A. Promissory Note in the amount of $197,000.
B. Share Purchase Agreement effective as of November 15, 2005, among
Skye Blue Ventures, LLC, LD Acquisition, LLC, Denis Iler and Michael
Littman.
C. MW Share Purchase Agreement, effective November 15, 2005 by and
amoung Mountains West Exploration, Inc., Denis Iler, LD Acquisition
and Michael Littman.
D. Form of Warrant Agreement.
E. Form Security Agreement.
F. Joint Filing Agreement
CUSIP No. 624516 20 9
Page 9 of 10
Signatures
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.
December 2, 2005
LD Acquisition, LLC
By: /S/Lee Wiskowski
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Its: Lee Wiskowski, a Member
Grander, LLC
By: /S/Lee Wiskowski
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Its: Lee Wiskowski, Its Sole Member
DJS Investments II, LLC
By: /S/Douglas Stukel
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Its: Douglas Stukel, Its Sole Member
Dates Referenced Herein and Documents Incorporated by Reference
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