Statement of Ownership (sc 13g)
February 16 2018 - 6:09AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ZERO GRAVITY SOLUTIONS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
98949G102
(CUSIP Number)
December 31, 201
7
(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)
☒ 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 the disclosures provided in a prior cover page.
The information required in 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.
98949G102
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13G
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Harvey "Kaye" Klebanoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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N/A
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,483,000
(1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,483,000
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,483,000
(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.
1
%
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12
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TYPE OF REPORTING PERSON
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IN
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(1
) Includes 983,000 shares of Common Stock owned of record by Harvey “Kaye” Klebanoff and 1,500,000 shares of Common Stock owned of record by Helen Klebanoff, Mr. Kaye’s wife.
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CUSIP No.
98949G102
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13G
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
Helen Klebanoff
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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N/A
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(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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2,483,000
(1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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2,483,000
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,483,000
(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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6.
1
%
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12
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TYPE OF REPORTING PERSON
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IN
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(1) Includes
1,500,000 shares of Common Stock owned of record by Helen Klebanoff and 983,000 shares of Common Stock owned of record by Harvey “Kaye” Klebanoff, Ms. Kaye’s husband.
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CUSIP No.
98949G102
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13G
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Page 4 of 7 Pages
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SCHEDULE 13G
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Item 1(a).
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Name of Issuer:
Zero Gravity Solutions, Inc.
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Item 1(b).
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Address of Issuer
’s Principal Executive Offices:
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190 NW Spanish River Boulevard
Boca Raton, Florida 33431
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Item 2(a).
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Name of Person Filing:
(i) Harvey “Kaye” Klebanoff
(ii) Helen Klebanoff
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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(i) Harvey “Kaye” Klebanoff
190 NW Spanish River Boulevard
Boca Raton, Florida 33431
(ii) Helen Klebanoff
190 NW Spanish River Boulevard
Boca Raton, Florida 33431
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Item 2(c).
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Citizenship:
(i)
Harvey “Kaye” Klebanoff, United States of America
(ii) Helen Klebanoff, United States of America
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Item 2(d).
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Title of Class of Securities:
Common Stock
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Item 2(e).
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CUSIP Number:
98949G102
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
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Item 4.
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Ownership:
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(i)
Harvey “Kaye” Klebanoff
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(a)
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Amount beneficially owned: 2,483,000
(1)
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(b)
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Percent of class: 6.1%**
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 2,483,000 (1)
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 2,483,000 (1)
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CUSIP No.
98949G102
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13G
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Page 5 of 7 Pages
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(ii) Helen Klebanoff
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(a)
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Amount beneficially owned: 2,483,000
(1)
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(b)
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Percent of class: 6.1%**
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 2,483,000 (1)
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(iii)
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Sole power to dispose or to direct the disposition of: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 2,483,000 (1)
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______________________
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(1)
Includes 1,500,000 shares of Common Stock owned of record by Helen Klebanoff and 983,000 shares of Common Stock owned of record by Harvey “Kaye” Klebanoff, Ms. Kaye’s husband.
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**
Based on the 40,648,727 shares of Common Stock outstanding as of December 31, 2017.
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Item 5.
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Ownership of Five Percent or Less of a Class:
Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group:
Not Applicable.
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Item 9.
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Notice of Dissolution of Group:
Not Applicable.
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Item 10.
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Certifications:
Not Applicable.
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CUSIP No.
98949G102
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13G
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Page 6 of 7 Pages
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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.
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February 15, 2018
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Date
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Harvey “Kaye” Klebanoff
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/s/
Harvey “Kaye” Klebanoff
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Signature
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Harvey “Kaye” Klebanoff
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Name
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Helen Klebanoff
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/s/
Helen Klebanoff
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Signature
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Helen Klebanoff
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Name
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CUSIP No.
98949G102
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13G
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Page 7 of 7 Pages
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EXHIBIT A
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing, on behalf of each of them, of a Statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of
Zero Gravity Solutions, Inc. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: February 15
, 2018
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Harvey “Kaye” Klebanoff
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/s/
Harvey “Kaye” Klebanoff
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Signature
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Harvey “Kaye” Klebanoff
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Name
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Helen Klebanoff
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/s/
Helen Klebanoff
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Signature
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Helen Klebanoff
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Name
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7
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