UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D/A
Under the
Securities Exchange Act of 1934
(Amendment No. 2)*
QUANTUM SOLAR POWER CORP.
(Name of Issuer)
COMMON STOCK, $0.001 PER SHARE PAR VALUE
(Title
of Class of Securities)
74766C102
(CUSIP Number)
J. ERIC TRYGG
PO Box 200,
Milner, B.C. V0X 1T0,
Canada
(604) 290-3337
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
July 18, 2012
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
*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. 74766C102
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1.
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Names of Reporting Person:
J. ERIC TRYGG
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2.
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Check the Appropriate Box if a Member
of a Group (
See
Instructions)
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(a)
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[ ]
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(b)
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[ ]
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NOT APPLICABLE
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3.
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SEC Use Only:
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4.
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Source of Funds (See Instructions):
PF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
N/A
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6.
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Citizenship or Place of Organization:
Canadian
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Number of Shares Beneficially by Owned by Each
Reporting Person With:
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7.
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Sole Voting Power:
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26,250,000 shares of common stock
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8.
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Shared Voting Power:
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N/A
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9.
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Sole Dispositive Power:
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26,250,000 shares of common stock
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10.
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Shared Dispositive Power:
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N/A
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11.
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Aggregate Amount Beneficially Owned
by Each Reporting Person:
26,250,000 shares of common
stock
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (
See
Instructions):
Not
Applicable
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13.
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Percent of Class Represented by Amount in Row (11):
15.1%
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14.
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Type of Reporting Person (
See
Instructions):
IN
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Page 2 of 6
This Schedule 13D/A (Amendment No. 2) is being filed by J.
Eric Trygg pursuant to Section 240.13d -2(a) of the Securities Exchange Act of
1934 to amend and supplement the Schedule 13D of the Reporting Person filed with
the United States Securities and Exchange Commission on June 5, 2012, as amended
June 20, 2012. Except as specifically amended hereby, the disclosure set forth
in the previously filed Schedule 13D shall remain unchanged.
ITEM 1.SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D
Statement relates is shares of common stock, par value $0.001 per share (the
“Shares”) of Quantum Solar Power Corp. (the “Issuer”). The principal executive
office of the Issuer is located at 300 - 1055 West Hastings Street, Vancouver,
British Columbia, Canada V63 2E9.
ITEM 2.IDENTITY AND BACKGROUND
J. ERIC TRYGG (
the “Reporting Person”).
The business address of the Reporting Person is at PO Box 200,
Milner B.C. V0X1T0 Canada.
The Reporting Person is a self-employed businessperson.
During the past five years, the Reporting Person has not
been:
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(a)
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convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors); or
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(b)
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a party to any 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.
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The Reporting Person is a citizen of Canada.
ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Item 3 of the previously filed Schedule 13D is amended to
read as follows:
On March 9, 2011, the Reporting Person, in a private
transaction with Kahala Financial Corp., directly acquired voting and
dispositive power over 250,000 Shares.
On August 29, 2011, the Reporting Person, in a private
transaction with Kahala Financial Corp., directly acquired voting and
dispositive power over 750,000 Shares.
On November 4, 2011, the Reporting Person, in a private
transaction with Lazarus Capital Corp., directly acquired voting and dispositive
power over 250,000 Shares.
On April 23, 2012, the Reporting Person, in a private
transaction with Moatcroft Limited, directly acquired voting and dispositive
power over 1,250,000 Shares.
On May 23, 2012, the Reporting Person, indirectly acquired
voting and dispositive power over the right to acquire 9,650,000 Shares when the
Issuer closed escrow on an amended loan agreement with Foundation Freehold Ltd.
(“Foundation”) granting the Issuer a loan in the principal amount of CDN
$475,000 (USD $466,630) (the “Loan”), of which, CDN $193,000 (USD $189,599) has
been released from escrow. At any time Foundation (indirectly the Reporting
Person) may elect to receive Shares in exchange for any advanced portion of the
principal or interest outstanding on the basis of one Share for each CDN $0.02 of
indebtedness converted. The Issuer is required to pay 9% annual interest on the
Loan from the day of the first advance. The Loan is payable on April 23,
2015.
Page 3 of 6
On June 19, 2012, CDN $150,000 (USD $147,357) was advanced to
the Issuer in accordance with the terms of the Loan. As a result, the Reporting
Person indirectly acquired voting and dispositive power over the right to
acquire an additional 7,500,000 Shares. The remaining CDN $132,000 (USD
$129,674) will be advanced on or before July 23, 2012.
On July 18, 2012, CDN $132,000 (USD $129,674) was advanced
to the Issuer in accordance with the terms of the Loan. As a result, the
Reporting Person indirectly acquired voting and dispositive power over the right
to acquire an additional 6,600,000 Shares
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ITEM 4.PURPOSE OF TRANSACTION.
Item 4 of the previously filed Schedule 13D is amended to
read as follows:
The 250,000 Shares acquired on March 9, 2011, by the Reporting
Person, in a private transaction with Kahala Financial Corp., were acquired for
investment purposes.
The 750,000 Shares acquired on August 29, 2011, by the
Reporting Person, in a private transaction with Kahala Financial Corp., were
acquired for investment purposes.
The 250,000 Shares acquired on November 4, 2011, by the
Reporting Person, in a private transaction with Lazarus Capital Corp., were
acquired for investment purposes.
The 1,250,000 Shares acquired on April 23, 2012, by the
Reporting Person, in a private transaction with Moatcroft Limited, were acquired
for investment purposes.
The right to convert CDN $475,000 (USD $466,630) into
23,750,000 Shares, by Foundation Freehold Ltd. (indirectly the Reporting Person)
was acquired for investment purposes.
As of the date hereof, except as otherwise disclosed above, the
Reporting Person does not have any plans or proposals which relate to or would
result in:
(a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer;
(b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries;
(c) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present
board of directors or management of the Issuer including any plans or proposals
to change the number of 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 Issuer;
(f) any other material change in
the Issuer’s business or corporate structure;
(g) changes in the Issuer’s
Articles of Incorporation or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities
of the Issuer 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;
Page 4 of 6
(i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) any action similar to any of
those enumerated above.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the previously filed Schedule 13D is amended to
read as follows:
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(a)
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Aggregate Beneficial
Ownership:
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As of the date of this Report, the
Reporting Person beneficially owned the following securities of the Issuer:
Class of Securities
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Number of
Securities
(1)
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Percentage of
Class
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Common Stock
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2,500,000 (direct)
(2)
23,750,000 (indirect)
(3)
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15.1%
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(1)
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Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the person’s actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on the date of this Schedule 13D Statement. As
of June 19, 2012, there were 150,179,742 shares of common stock issued and
outstanding.
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(2)
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Consists of 2,500,000 Shares held directly by the
Reporting Person.
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(3)
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Consists of Foundation Freehold Ltd.’s (indirectly the
Reporting Person’s) right to acquire up to 23,750,000
Shares.
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Page 5 of 6
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(b)
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Power to Vote and Dispose of the Issuer
Shares:
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The Reporting Person has the sole power to vote or to
direct the vote of the Shares held by him in his name, and the Shares (on
exercise of conversion rights) held in the name of Foundation Freehold
Ltd.
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The Reporting Person has the sole power to dispose of or
to direct the disposition of the Shares held by him in his name, and the
Shares (on exercise of conversion rights) held in the name of Foundation
Freehold Ltd.
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(c)
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Transactions Effected During the Past 60
Days:
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Except for the transactions described in Item 3 above,
the Reporting Person has not effected any transactions in the Issuer’s
securities during the 60 days prior to the date of this
Statement.
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(d)
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Right of Others to Receive Dividends or Proceeds of
Sale:
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None.
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(e)
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Date Ceased to be the Beneficial Owner of More Than
Five Percent:
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Not Applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.
None.
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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Date: July 31, 2012
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By:
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/s/ J. Eric Trygg
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J. ERIC TRYGG
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Page 6 of 6
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