UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. )
Under
the Securities Exchange Act of 1934
REALSOURCE
RESIDENTIAL, INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
91678P203
(CUSIP
Number)
Piers
Cooper
11753
Willard Avenue
Tustin,
CA 92782
Telephone:
(714) 352-5315
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
12, 2018
(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.
[ ]
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).
1
|
name
of reporting person
i.r.s. identification no. of above person (entities
only)
Piers
Cooper
|
2
|
check
the appropriate box if a member of a group*
N/A
(A)
[ ]
(B)
[ ]
|
3
|
sec
use only
|
4
|
source
of funds*
PF
|
5
|
check
if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
6
|
citizenship
or place of organization
United
States
|
number
of
shares
beneficially
owned by
each
reporting
person
with
|
7
|
sole
voting power
4,674,330
shares
(1)
|
|
8
|
shared
voting power
0
shares
|
|
9
|
sole
dispositive power
4,674,330
shares
(1)
|
|
10
|
shared
dispositive power
0
shares
|
11
|
aggregate
amount beneficially owned by each reporting person
4,674,330
shares
(1)
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
|
13
|
percent
of class represented by amount in row (11)
28.80%
|
14
|
type
of reporting person*
IN
|
|
|
|
|
(1)
Includes 4,674,330 shares of Series A Preferred Stock, par value $0.001 per share, that are convertible into 4,674,330 shares
of Common Stock on the business day immediately following effectiveness of an amendment to the Issuer’s articles of incorporation
to increase the number of shares of Common Stock that the Issuer is authorized to issue to 100,000,000 shares.
ITEM
1.
|
SECURITY
AND ISSUER.
|
This
statement relates to shares of Common Stock, $0.001 par value per share (the “Common Stock”), of RealSource Residential,
Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 11753 Willard
Avenue, Tustin, CA 92782.
ITEM
2.
|
IDENTITY
AND BACKGROUND.
|
Pursuant
to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), this Schedule 13D Statement is hereby filed by Piers Cooper. Mr. Cooper’s principal address
is 452 Lakeview Way, Emerald Hills, CA 94062. Mr. Cooper is the President and a director of the Issuer. Mr. Cooper is a citizen
of the United States.
During
the last five years, Mr. Cooper (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and, (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result
of such proceeding, there was or is 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
September 12, 2018, Mr. Cooper acquired 4,674,330 shares of Series A Preferred Stock, $0.001 par value per share (the “Shares”),
pursuant to the Preferred Purchase Agreement (as defined below) for an aggregate price of $4,674.33 that are convertible into
4,674,330 shares of Common Stock. The funds used to purchase the Shares were from Mr. Cooper’s personal funds.
ITEM
4.
|
PURPOSE
OF TRANSACTION.
|
On
September 12, 2018, the Issuer entered into a Series A Preferred Stock Purchase Agreement dated as of September 12, 2018 (the
“Preferred Purchase Agreement”) with Mr. Cooper, M1 Advisors LLC (an entity controlled by Michael Campbell, the Chief
Executive Officer and a director of the Issuer), and the other investors who were signatories thereto (collectively, the Purchasers”).
Pursuant to the Preferred Purchase Agreement, the Purchasers purchased from the Company an aggregate of 15,600,544 shares of Series
A Preferred Stock for an aggregate purchase price of $15,600.54, or $0.001 per share. Of the shares purchased, 4,674,330 shares
were purchased by Mr. Cooper. Each share of Series A Preferred Stock is automatically convertible into one share of Common Stock,
subject to certain conditions.
Immediately
following the issuance of the shares of Series A Preferred Stock pursuant to the Preferred Purchase Agreement, an aggregate of
15,600,544 shares of Series A Preferred Stock and 628,817 shares of Common Stock was issued and outstanding. At such time, the
shares of Series A Preferred Stock owned by Mr. Cooper represented approximately 28.80% of the issued and outstanding shares of
capital stock of the Issuer on a fully-diluted basis. Mr. Cooper acquired the Shares for investment purposes. At the time of the
purchase, the Issuer was, and on the date hereof the Issuer is, a shell company as defined in Rule 12b-2 of the Exchange Act with
no operating business. It is the intention of Mr. Cooper to work with Mr. Campbell to develop the proposed business of the Issuer,
which is to acquire proprietary cannabis processing methodologies or product formulations and to develop, test, produce and sell
unique pharma-grade Tetrahydrocannabinol (THC) and Cannabidiol (CBD) powders and liquids formulated for food and beverage companies
and retail products for consumers in cannabis-legal states. In order to fund such proposed business plan, the Issuer intends to
raise funds from equity investors by issuing Common Stock, preferred stock and/or convertible debt securities.
Except
to the extent provided in this Schedule 13D, Mr. Cooper does not have any plans or proposals which relate to, or could result
in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. Mr. Cooper may, at any time and from
time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.
ITEM
5.
|
INTEREST
IN SECURITIES OF THE ISSUER.
|
Pursuant
to Rule 13d-3(a), at the close of business on September 12, 2018, the Issuer had 15,600,544 shares of Series A Preferred Stock
issued and outstanding and 628,817 shares of Common Stock issued and outstanding. Mr. Cooper has sole power to vote and direct
the disposition of 4,674,330 shares of Series A Preferred Stock, which are convertible into 4,674,330 shares of Common Stock,
and which constitute approximately 28.80% of the outstanding Common Stock of the Issuer on a fully-diluted basis. Mr. Cooper has
not effected any transactions in the Common Stock during the past 60 days, except as described in this Schedule 13D.
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
To
the best knowledge of Mr. Cooper, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between
Mr. Cooper and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting
of any of the securities of the Issuer, finders 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 a pledge or contingency, the occurrence of which
would give another person voting power over the Shares.
ITEM
7.
|
MATERIALS
TO BE FILED AS EXHIBITS.
|
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.
DATED:
September 24, 2018
|
|
|
|
|
/s/
Piers Cooper
|
|
Piers
Cooper
|
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