Statement of Ownership (sc 13g)
April 17 2017 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
DUO
WORLD, INC.
(Name
of Issuer)
Common
Stock, $.001 Par Value
(Title
of Class of Securities)
266037
100
(CUSIP
Number)
December
31, 2016
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
/ /
Rule 13d-1(b)
/ /
Rule 13d-1(c)
/X/
Rule 13d-1(d)
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).
Persons
who respond to the collection of information contained in this form are not required to respond unless the form displays a currently
valid OMB control number.
1
|
NAMES
OF REPORTING PERSONS Dr. Ganga Kosala Bandara Heengama
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Voluntarily withheld
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[
X
]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sri Lanka
|
|
|
|
NUMBER
OF SHARES
BENEFICIALLY OWNED BY EACH
REPORTING
PERSON WITH:
|
5
|
SOLE
VOTING POWER
|
3,840,000
(1)
|
|
|
|
6
|
SHARED
VOTING POWER
|
3,654,000
(2)
|
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
3,840,000
(1)
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
3,654,000
(2)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,494,000
(2)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
17.76
% of Common Stock (1) (2)
|
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|
(1)
|
These
3,840,000 shares of common stock are held of record by Spearfish Capital Group Limited, which company is owned 100% by Dr.
Ganga Kosala Bandara Heengama, who has sole voting and dispositive power over such shares.
|
|
(2)
|
Includes
20,000 shares of common stock registered in the name of Yenom (Pvt.) Limited, which company is owned 50% by Dr. Ganga Kosala
Bandara Heengama and 50% by Gregory Scott Newsome, who share voting and dispositive power over such shares. This total number
also includes 363,400 shares of Series “A” Preferred Stock, registered in the name of Yenom (Pvt.) Limited, which
shares are also beneficially owned by Dr. Ganga Kosala Bandara Heengama and Gregory Scott Newsome. Each share of Series A
Preferred Stock is convertible into 10 shares of common stock. For purposes of Rule 13d-3, these 363,400 shares of Series
A Preferred Stock equate to 3,634,000 shares of common stock. These 3,634,000 shares are included in both the numerator and
denominator for purposes of calculating Dr. Heengama’s beneficial ownership in the Issuer’s common stock.
|
1
|
NAMES
OF REPORTING PERSONS Gregory Scott Newsome
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Voluntarily withheld
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
[ ]
(b)
[
X
]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
|
|
NUMBER
OF SHARES BENE-
FICIALLY
OWNED BY EACH
REPORTING
PERSON WITH:
|
5
|
SOLE
VOTING POWER
|
-0-
|
|
|
|
6
|
SHARED
VOTING POWER
|
3,654,000
(1)
|
|
|
|
7
|
SOLE
DISPOSITIVE POWER
|
-0-
|
|
|
|
8
|
SHARED
DISPOSITIVE POWER
|
3,654,000
(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,654,000
(1)
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11).
8.66
% of Common Stock (1)
|
|
|
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|
(1)
|
Includes
20,000 shares of common stock registered in the name of Yenom (Pvt.) Limited, which company is owned 50% by Dr. Ganga Kosala
Bandara Heengama and 50% by Gregory Scott Newsome, who share voting and dispositive power over such shares. This total number
also includes 363,400 shares of Series “A” Preferred Stock, registered in the name of Yenom (Pvt.) Limited, which
shares are also beneficially owned by Dr. Ganga Kosala Bandara Heengama and Gregory Scott Newsome. Each share of Series A
Preferred Stock is convertible into 10 shares of common stock. For purposes of Rule 13d-3, these 363,400 shares of Series
A Preferred Stock equate to 3,634,000 shares of common stock. These 3,634,000 shares are included in both the numerator and
denominator for purposes of calculating Mr. Newsome’s beneficial ownership in the Issuer’s common stock.
|
13G
Item 1.
Duo
World, Inc.
|
(b)
|
Address
of Issuer’s Principal Executive Offices
|
c/o
Duo Software (Pvt.) Ltd., No. 403 Galle Road, Colombo 03, Sri Lanka.
Item
2.
|
(a)
|
Name
of Person Filing
|
The
Schedule 13G is being filed jointly by Dr. Ganga Kosala Bandara Heengama (“Dr. Heengama”) and Gregory Scott Newsome
(“Mr. Newsome”), each a “
Reporting Person
” and collectively the “
Reporting Persons
.”
The Reporting Persons are making a single joint filing pursuant to Rule13d-1(k)(1). Set forth below is information with respect
to each Reporting Person.
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
Dr.
Heengama
532/3C
Sirikotha Lane
Galle
Road
Colombo
02, Sri Lanka
Gregory
Scott Newsome
14
Cambridge Terrace
Colombo
07, Sri Lanka
Dr.
Heengama is a citizen of Sri Lanka.
Mr.
Newsome is a citizen of the United States of America
|
(d)
|
Title
of Class of Securities
|
Common
Stock, $.001 par value
266037
100
Item
3.
|
If
this statement is filed pursuant to section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
:
[Not applicable to either Reporting Person]
|
(a)
|
/ /
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
(b)
|
/ /
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
13G
(c)
|
/ / Insurance company as defined in section 3(a)19 of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
/ / Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
/ / An investment advisor in accordance with section 240.13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
/ / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/ / A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
/ / A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
/ / A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3).
|
|
|
(j)
|
/ / Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
|
|
(a)
|
Amount
beneficially owned.
|
|
|
|
|
|
See
item 9 on Cover Page to this Schedule 13G for Dr. Heengama.
|
|
|
|
|
|
See
item 9 on Cover Page to this Schedule 13G for Mr. Newsome.
|
|
|
|
|
(b)
|
Percent
of class:
|
|
|
|
|
|
See
item 11 on Cover Page to this Schedule 13G for Dr. Heengama. The percentages reported are based on 38,567,467 shares of Common
Stock outstanding as of the date of this Schedule 13G, and take into account the conversion rights afforded to the holders
of Series A Preferred Stock with each share of Series A Preferred Stock being convertible into 10 shares of common stock.
|
|
|
|
|
|
See
item 11 on Cover Page to this Schedule 13G for Mr. Newsome. The percentages reported are based on 38,567,467 shares of Common
Stock outstanding as of the date of this Schedule 13G, and take into account the conversion rights afforded to the holders
of Series A Preferred Stock with each share of Series A Preferred Stock being convertible into 10 shares of common stock.
|
|
(c)
|
Number
of shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
|
|
|
See
item 5 on Cover Page to this Schedule 13G for Dr. Heengama.
|
|
|
|
|
|
See
item 5 on Cover Page to this Schedule 13G for Mr. Newsome.
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
|
|
|
|
See
item 6 on Cover Page to this Schedule 13G for Dr. Heengama.
|
|
|
|
|
|
See
item 6 on Cover Page to this Schedule 13G for Mr. Newsome.
|
13G
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
|
|
|
See
item 7 on Cover Page to this Schedule 13G for Dr. Heengama.
|
|
|
|
|
|
See
item 7 on Cover Page to this Schedule 13G for Mr. Newsome.
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
|
|
|
|
See
item 8 on Cover Page to this Schedule 13G for Dr. Heengama.
|
|
|
|
|
|
See
item 8 on Cover Page to this Schedule 13G for Mr. Newsome.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
|
|
Not
applicable to either Reporting Person.
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
|
|
|
Not
applicable to either Reporting Person.
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
|
|
|
|
Not
applicable to either Reporting Person.
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group
|
|
|
|
Not
applicable as the Reporting Persons are not members of a group, but are simply making a joint filing on Schedule 13G.
|
|
|
Item
9.
|
Notice
of Dissolution of Group
|
|
|
|
Not
applicable as there is no group involved.
|
|
|
Item
10.
|
Certification
|
|
|
|
Not
applicable to either Reporting Person.
|
Special
Note:
Please
direct any questions you may have about this filing to our special counsel, David E. Wise, Esq., WiseLaw, P.C., 9901 IH-10 West,
Suite 800, San Antonio, Texas 78230. Tel.: (210) 558-2858.
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.
Date:
April 17, 2017
|
|
|
|
|
/s/
Dr. Ganga Kosala Bandara Heengama
|
|
Signature
|
|
|
|
Dr.
Ganga Kosala Bandara Heengama
|
|
Name
|
|
|
|
An
Individual
|
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.
Date:
April 17, 2017
|
|
|
|
|
/s/
Gregory Scott Newsome
|
|
Signature
|
|
|
|
Mr.
Gregory Scott Newsome
|
|
Name
|
|
|
|
An
Individual
|
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