SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
| GOPHER
PROTOCOL INC. |
| (Name of Issuer) |
| |
| COMMON STOCK, PAR VALUE $.00001 PER
SHARE |
| (Title of Class of Securities) |
| |
| 38268V108 |
| (CUSIP Number) |
| |
| c/o Gopher Protocol Inc. |
| 23129
Cajalco Road, Perris, CA 92570 |
| (Name, Address and Telephone
Number of Person |
| Authorized to Receive Notices and
Communications) |
| |
| March
4, 2014 |
| (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 Rule 13d-1(e), 13d-1(f) or 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(b) for other parties to whom copies are to be sent.
(Continued
on following pages)
(Page
1of 6 Pages)
| |
|
|
|
CUSIP
No. 38268V108
|
13D |
Page
3 of 8 Pages |
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael D. Murray
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) ☐
(b) ☐ |
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS* OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
|
7
|
SOLE
VOTING POWER
9,900,000(1) |
BENEFICIALLY
OWNED
BY
|
8
|
SHARED
VOTING POWER
0 |
| |
9
|
SOLE
DISPOSITIVE POWER
9,900,000(1) |
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
0 |
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,900,000(1)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES*
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.8%
(2) |
14
|
TYPE
OF REPORTING PERSON*
IN
|
(1)
As of the date of the event which requires filing of this Schedule 13D the Reporting Person beneficially owns 9,900,000 shares
of common stock representing shares of common stock issuable upon conversion of 9,900 Series D Preferred Shares having a stated
value of $10.00 and a conversion price of $0.01 per share.
(2)
Percentage of class calculated based on an aggregate of 5,871,602 shares issued and outstanding as of September 28, 2015, after
giving effect to the transactions described in Item 4 of this Schedule 13D.
Item
1. Security and Issuer.
This
Schedule 13D relates to the Common Stock, par value $0.00001 per share (the “Common Stock”), of Gopher Protocol Inc.,
a Nevada Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 23129 Cajalco Road,
Perris, CA 92570.
Item
2. Identity and Background.
This
statement is being filed by and on behalf of Michael D. Murray (“Reporting Person”).
The
address of the principal office of the Reporting Person is c/o Gopher Protocol Inc., 23129 Cajalco Road,
Perris, CA 92570.
Reporting
Person is principally involved in the business of consulting.
Reporting
Person is a citizen of the United States.
Reporting
Person is an accredited investor.
During
the last five years, Reporting Person has not (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 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 any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
On
March 4, 2015, the Reporting Person received Series D Preferred Shares (the “Securities”) pursuant to a Territorial
License Agreement entered into between the Issuer and Hermes Roll LLC.
The
Reporting Person acquired beneficial ownership of the Securities with his own personal funds.
The
Reporting Person did not acquire beneficial ownership of any Securities with borrowed funds.
Item
4. Purpose of Transaction.
The
Reporting Person has acquired the Securities of the Issuer for investment purposes, and such purchases have been made in the Reporting
Person’s ordinary course of business.
Item
5. Interest in Securities of the Issuer.
As
of September 28, 2015, Reporting Person beneficially owned 9,900,000 or 62.8% of Issuer’s common stock representing shares
of common stock issuable upon conversion of 9,900 Series D Preferred Shares having a stated value of $10.00 and a conversion price
of $0.01 per share.
Except
as described in this Schedule 13D, Reporting Person has not effectuated any other transactions involving the securities in the
last 60 days.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Other
than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item
7. Material to be Filed as Exhibits.
Exhibit
No.
4.1
10.1 |
|
Description
of Exhibit
Certificate
of Designation (1)
Territorial
License Agreement dated March 4, 2015, by and between Gopher Protocol Inc. and Hermes Roll LLC (1)
|
(1)
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 12, 2015
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 accurate.
| October 9, 2015 |
/s/ Michael D. Murray |
|
| |
Michael D. Murray |
|