Amended Statement of Ownership (sc 13g/a)
September 30 2014 - 2:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GOLD AND
GEMSTONE MINING INC.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
380485102
(CUSIP Number)
September 30, 2014
(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)
x 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 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).
13G
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| 1. |
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Names of
reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Macallan Partners LLC EIN: 46-1703417 |
| 2. |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) ¨ |
| 3. |
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SEC use only
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| 4. |
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Citizenship or place of
organization Delaware |
| Number of
shares beneficially
owned by each
reporting person
with |
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5. |
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Sole voting power
0 |
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6. |
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Shared voting power
0 |
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7. |
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Sole dispositive power
0 |
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8. |
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Shared dispositive power
0 |
| 9. |
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Aggregate amount beneficially owned by each reporting person
0 |
| 10. |
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Check if the aggregate amount in Row
(9) excludes certain shares (see instructions) ¨ |
| 11. |
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Percent of class represented by amount
in Row (9) 0.00% |
| 12. |
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Type of reporting person (see
instructions) OO |
13G
| Item 1.(a) |
Name of Issuer |
Gold and Gemstone Mining Inc., a Nevada corporation
| Item 1.(b) |
Address of Issuer’s Principal Executive Offices |
4020 N. MacArthur Blvd., Suite 122, Irving, TX
75038
| Item 2.(a) |
Name of Person Filing |
This statement is being filed by and on behalf of Macallan Partners LLC.
| Item 2.(b) |
Address of Principal Business Office or, if None, Residence |
The business address of Macallan Partners
LLC is 1201 N. Orange Street, Suite 7401, Wilmington, DE 19801.
Macallan Partners LLC is a Delaware limited liability company.
| Item 2.(d) |
Title of Class of Securities |
Common Stock, $0.0001 par value per share
380485102
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| (c) |
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¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| (d) |
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¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
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¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K); |
Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(c).
13G
Item 4. Ownership
MACALLAN PARTNERS LLC:
| (a) |
Amount beneficially owned: 0 |
| (b) |
Percent of class: 0.00% |
| (c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition: 0 |
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(iv) |
Shared power to dispose or to direct the disposition: 0 |
Item 5. Ownership of Five Percent or Less of
a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following: x
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and
Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not
Applicable.
(a) The following certification shall be included if the statement is filed pursuant to
§240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
(b) The following certification shall be included if the statement
is filed pursuant to §240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
13G
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.
Dated: September 30, 2014
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| MACALLAN PARTNERS LLC |
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By: |
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/s/ Adam Didia |
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Name: |
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Adam Didia |
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Title: |
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Member |
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