|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,599,217,524 (2)
(3)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,599,217,524
(2)
(3)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,599,217,524
(2)
(3)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% (2)
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
|
(1)
|
TCA Global Credit
Master Fund L.P. (“TCA Fund”) is a Cayman Islands Limited Partnership. As previously disclosed, on May 31, 2015 and
made effective as of December 24, 2015, TCA Fund and Artec Global Media Holding, Inc. (the “Company”) entered into
that certain Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”), pursuant to which TCA Fund
agreed to make available to the Company a secured revolving loan in an amount up to $10,000,000. On November 18, 2016 (the “Amendment
Date”), the Company and TCA Fund entered into an Amendment to the Credit Agreement (such amendment, the “Amendment”).
Pursuant to the Amendment, TCA agreed to release an additional $450,000, subject to certain terms and conditions, of which $300,000
was released as of December 30, 2016, with the remaining $150,000 held in reserve by TCA.
Additionally,
in connection with the Amendment, on the Amendment Date, the Company issued to TCA one (1) share of Series X Preferred Stock of
the Company (the “Series X Preferred”).
On or about June
27, 2017, TCA Fund delivered notice to the Company of an Event of Default (as defined in the Credit Agreement) under the Credit
Agreement, which occurred and remained continuing and uncured for non-payment (the “Continuing Default”). Accordingly,
due to the Continuing Default, the Company’s issuance of the one (1) share of Series X Preferred to TCA Fund entitles TCA
Fund to exercise voting control of the Company.
|
|
|
|
|
(2)
|
Solely upon the occurrence and continuation of an Event of Default, TCA Fund as the sole holder of one (1)
share of Series X Preferred, is entitled to vote on all matters subject to a vote or written consent of the holders of the Company’s
common stock. In the event that TCA Fund is so entitled to vote, the one (1) share of Series X Preferred entitles TCA Fund to that
number of votes equal to the number of issued and outstanding shares of the Company’s common stock and all other securities,
as of the applicable date of determination, on a fully diluted basis, plus one (1) vote, it being the intent that TCA Fund, as
the holder of one (1) share of Series X Preferred, shall have effective voting control of the Company upon the occurrence and continuation
of an Event of Default under the Company’s Credit Agreement with TCA.
|
|
(3)
|
As disclosed in the Company’s Definitive Information Statement on 14-C, as of June 22, 2016, the Company has 699,217,523 shares of common stock issued and outstanding and 900 shares of Series A Convertible Preferred Stock issued and outstanding. Pursuant to the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, (i) the Company's Series A Convertible Preferred Stock votes together with the Common Stock and (ii) for each share of the Series A Convertible Preferred Stock held by a holder thereof, such holder is entitled (in any stockholders' meeting and in any action to be voted on or consented to by the stockholders) to the voting rights that such holder would have if such holder were holding 1,000,000 shares of Common Stock. As a result, as of June 22, 2016, there are an aggregate of 1,599,217,523 total votes of capital stock of the Company.
|
Item
1 Security and Issuer.
The
statement relates to one (1) share of the Company’s Series X Preferred. The principal executive office of the Company is
located at 1000 E William St., Suite 204, Carson City, NV 89701.
Item
2 Identity and Background
The
Statement is being filed by TCA Global Credit Master Fund L.P. a Cayman Islands limited partnership (“TCA Fund”).
TCA
Fund’s address is as follows:
3960
Howard Hughes Parkway, Suite 500
Las
Vegas, NV 89169
TCA
Fund is a short duration, absolute return fund specializing in senior secured lending and advisory services to small, publicly
listed companies predominately in the U.S., Canada, Western Europe and Australia.
During
the last five years neither TCA Fund nor any of its representatives 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 proceeding he 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.
TCA
Fund acquired the reported shares of Series X Preferred of the Company as follows:
TCA
Global Credit Master Fund L.P. (“TCA Fund”) is a Cayman Islands Limited Partnership. As previously disclosed, on May
31, 2015 and made effective as of December 24, 2015, TCA Fund and Artec Global Media Holding, Inc. (the “Company”)
entered into that certain Senior Secured Revolving Credit Facility Agreement (the “Credit Agreement”), pursuant to
which TCA Fund agreed to make available to the Company a secured revolving loan in an amount up to $10,000,000. On November 18,
2016 (the “Amendment Date”), the Company and TCA Fund entered into an Amendment to the Credit Agreement (such amendment,
the “Amendment”). Pursuant to the Amendment, TCA agreed to release an additional $450,000, subject to certain terms
and conditions, of which $300,000 was released as of December 30, 2016, with the remaining $150,000 held in reserve by TCA.
Additionally,
in connection with the Amendment, on the Amendment Date, the Company issued to TCA one (1) share of Series X Preferred Stock of
the Company (the “Series X Preferred”).
On
or about June 27, 2017, TCA Fund delivered notice to the Company of an Event of Default (as defined in the Credit Agreement) under
the Credit Agreement, which occurred and remained continuing and uncured for non-payment (the “Continuing Default”).
Accordingly, due to the Continuing Default, the Company’s issuance of the one (1) share of Series X Preferred to TCA Fund
entitles TCA Fund to exercise voting control of the Company.
Item
4 Purpose of Transaction.
As of the date hereof, TCA Fund does not have
any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Company,
or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change
in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business
or corporate structure; (g) any change in the Company’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company 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 Company becoming eligible for termination of
registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item
5 Interest in Securities of the Issuer.
(a)
As of the date hereof, TCA Fund holds one (1) share of Series X Preferred of the Company and such amount represents 100% of the
total issued and outstanding shares of the Company’s Series X Preferred. As of the date hereof, the Series X Preferred represents
a majority of the voting equity of the Company.
(b)
The Investment Manager of TCA Fund, TCA Management, holds sole voting and dispositive power over the Series X Preferred. Bob Press
is the Chief Executive Officer of TCA Management.
(c)
Other than disclosed below, there were no transactions by TCA Fund in the Company’s capital stock during the last 60 days:
(d)
No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the securities of the Company owned by TCA Fund.
(e)
Not applicable.
Item
6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
To
the knowledge of TCA Fund, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including
but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies between Mr. Press
and/or any other person, with respect to any securities of the Company.
Item
7 Material to be Filed as Exhibits.
None.
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.
TCA
GLOBAL CREDIT MASTER FUND LP
|
Date:
March
23, 2018
|
|
|
|
|
|
/s/
Bob Press
|
|
|
Name: Bob Press
|
|
|
Title: Chief Executive
Officer
|
|
5
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