Statement of Beneficial Ownership (sc 13d)
August 30 2018 - 5:51AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Blue
Eagle Lithium, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
09540T104
(CUSIP
Number)
Rupert
Ireland, Chief Executive Officer
2831
St Rose Parkway Suite 200 Henderson, NV 89052
(
702)
899-3369
with
a copy to:
Barry
I. Grossman
Lawrence
A. Rosenbloom
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas, Floor 11
New
York, NY 10105
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
14, 2018
(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 that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
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).
SCHEDULE
13D
CUSIP
NO.
09540T104
1.
|
NAME
OF REPORTING PERSON
Rupert
Ireland
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
[ ]
|
|
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
SOURCE
OF FUNDS
PF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
Kingdom
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
40,000,000
|
BENEFICIALLY
OWNED BY
EACH
|
8.
|
SHARED
VOTING POWER
0
|
REPORTING
PERSON
WITH
|
9.
|
SOLE
DISPOSITIVE POWER
40,000,000
|
|
10.
|
SHARED
DISPOSITIVE POWER
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,000,000
Shares of the Issuer’s Common Stock are held directly by the Reporting Person.
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.3%
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
Item
1. Security and Issuer
This
statement on Schedule 13D (this “
Schedule 13D
”) relates to shares of common stock, par value $0.001 per share
(“
Common Stock
”), of Blue Eagle Lithium, Inc. (the “
Issuer
”). The address and principal
executive office of the Issuer is 2831 St Rose Parkway Suite 200 Henderson, NV 89052.
Item
2. Identity and Background
This
Schedule 13D is being filed pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended (the “
Act
”), by Mr. Rupert Ireland (the “
Reporting Person
”) a citizen
of the United Kingdom whose business address is 2831 St Rose Parkway Suite 200 Henderson, NV 89052. The Reporting Person is currently
the Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Issuer.
During
the past five (5) years the Reporting Person has not been convicted in any criminal proceeding and has not been a party to a civil
proceeding of a judicial or administrative body, or subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
The
shares of Common Stock described in this Schedule 13D were acquired by the Reporting Person as follows: on August 14, 2018, Rami
Tabet, the former majority shareholder, President, Director an Executive Officer of the Issuer (“
Tabet
”) and
the Reporting Person entered into a Stock Purchase Agreement (the “
Purchase Agreement
”), which provides for
the sale by Tabet to the Reporting Person of forty million (40,000,000) shares of Common Stock (the “
Shares
”)
for a purchase price of one hundred thousand dollars ($100,000) (the “
Purchase Price
”), in exchange for a promissory
note in the original principal amount of one hundred thousand dollars ($100,000) (the “
Promissory Note
”). The
Promissory Note bears interest at a per annum rate of 5.0%, and is due and payable in full on August 14, 2019 (the “
Maturity
Date
”) by the Reporting Person to Tabet, and may be prepaid at the Reporting Person’s discretion at any time prior
to the Maturity Date. The Purchase Agreement became effective on August 14, 2018. Upon the Reporting Person’s acquisition
of the Shares, the Reporting Person became the holder of a majority (approximately 53.3%) of the outstanding Common Stock of the
Company. Tabet owns no shares of Common Stock immediately after giving effect to the Purchase Agreement.
Item
4. Purpose of the Transaction
The
purpose of the purchase of the Shares by the Reporting Person is to acquire a controlling interest in the Issuer’s outstanding
shares to further explore the mining opportunities presented by the property assignment agreement dated August 9, 2018 by and
between the Issuer and Oriental Rainbow Group Limited, of 200 mineral claims and 4,000 acres in the Railroad Valley of Nevada.
Pursuant to this opportunity, portions of the Shares may be allocated for future financings of the Issuer. However, the Reporting
Person has no other plans or proposals that may lead to any of the enumerated results of Item 4 of 17 CFR 240.13d-101.
Item
5. Interest in Securities of the Issuer
As
of the date hereof, the Reporting Person beneficially owns forty million (40,000,000) shares of Common Stock of the Issuer, which
represents about 53.3% of all outstanding shares of Common Stock. The Reporting Person has the sole power to vote, direct the
vote, dispose or direct the disposal of the Shares. In the past sixty (60) days, the only transaction the Reporting Person had
entered into that effected the class of securities of the Shares was that certain Purchase Agreement described above, by and between
Tabet and the Reporting Person, dated August 14, 2018, for the purchase of such Shares for a purchase price of one hundred thousand
dollars ($100,000).
Item
6. Contract, Arrangments, Understandings or Relationships With Respect to Securities of the Issuer
On
August 14, 2018, the Reporting Person entered into the Purchase Agreement with Tabet for the purchase of the Shares in exchange
for the Promissory Note with an original principal amount of one hundred thousand dollars ($100,000), due and payable on August
14, 2019, at a per annum rate of 5.0%. The Reporting Person has full voting control and Dispositive power over the Shares and
does not have any arrangement with any other person or persons regarding the control of such shares. As the Chief Executive Officer
and majority shareholder of the Issuer, the Reporting Person may, in the ordinary course of business, issue shares to third parties
for services on behalf of the Issuer.
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.
Dated:
August 30, 2018
|
/s/
Rupert Ireland
|
|
Name:
|
Rupert
Ireland
|
|
Title:
|
Chief
Executive Officer, Blue Eagle Lithium, Inc.
|