Amended Statement of Ownership (sc 13g/a)
11 Febrero 2016 - 5:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
Axiologix, Inc.
(Name of
Issuer)
400,000 shares of common stock
(Title of Class of
Securities)
05462T106
(CUSIP Number)
1/22/2015
(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 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).
| 1. |
NAMES OF REPORTING PERSONS |
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
| |
|
| |
Pyrenees Investments, LLC |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) |
| |
|
| |
(a) [ ] |
| |
(b) [ ] |
| 3. |
SEC USE ONLY |
| |
|
| |
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
Nevada |
| |
5. |
SOLE VOTING POWER |
| |
|
|
| |
|
400,000 |
| NUMBER OF |
6. |
SHARED VOTING POWER |
| SHARES |
|
|
| BENEFICIALLY |
|
0 |
| OWNED BY |
7. |
SOLE DISPOSITIVE POWER |
| EACH |
|
|
| REPORTING |
|
400,000 |
| PERSON WITH |
8. |
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
| |
|
| |
400,000 |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES |
| |
(see instructions) |
| |
|
| 11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
| |
|
| |
0.89% (A) |
| 12. |
TYPE OF REPORTING PERSON (see
instructions) |
| |
|
| |
OO |
(A) Percentage based on 45,047,948 shares of the Issuer’s
Common Stock outstanding as of January 29, 2016.
| 1. |
NAMES OF REPORTING PERSONS |
| |
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
| |
|
| |
Matthew L. Schissler |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) |
| |
|
| |
(a) [ ] |
| |
(b) [ ] |
| 3. |
SEC USE ONLY |
| |
|
| |
|
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
|
| |
U.S. Citizen |
| |
5. |
SOLE VOTING POWER |
| |
|
|
| |
|
0 |
| NUMBER OF |
6. |
SHARED VOTING POWER |
| SHARES |
|
|
| BENEFICIALLY |
|
400,000 |
| OWNED BY |
7. |
SOLE DISPOSITIVE POWER |
| EACH |
|
|
| REPORTING |
|
0 |
| PERSON WITH |
8. |
SHARED DISPOSITIVE POWER |
| |
|
|
| |
|
400,000 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
| |
|
| |
400,000 (A) |
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES |
| |
(see instructions) |
| |
|
| 11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
| |
|
| |
0.89% (B) |
| 12. |
TYPE OF REPORTING PERSON (see
instructions) |
| |
|
| |
IN |
(A) Pyrenees Investments, LLC directly beneficially owns
400,000 shares of Common Stock. As managing member of Pyrenees Investments, LLC,
Matthew L. Schissler may be deemed to have voting and investment power over the
shares beneficially owned by Pyrenees Investments, LLC.
(B) Percentage based
on 45,047,948 shares of the Issuer’s Common Stock outstanding as of January 29,
2016.
Item 1.
| (a) |
Name of Issuer:
Axiologix, Inc. |
| |
|
| (b) |
Address of Issuer’s Principal Executive
Offices: |
|
400 Perimeter Center Terrace, Suite 900, Atlanta, GA
30346 |
Item 2.
| (a) |
Names of Persons Filing: |
| |
|
|
|
(i) |
Pyrenees Investments, LLC |
| |
|
|
|
(ii) |
Matthew L. Schissler |
Pyrenees Investments, LLC directly
beneficially owns 400,000 shares of Common Stock. As managing member of Pyrenees
Investments, LLC, Matthew L. Schissler may be deemed to have voting and
investment power over the shares beneficially owned by Pyrenees Investments,
LLC.
An Agreement of Joint Filing by and
between Pyrenees Investments, LLC and Matthew L. Schissler is filed herewith as
Exhibit A.
| (b) |
Address of the Principal Office or, if none, residence:
c/o Pyrenees Investments, LLC |
|
7380 S. Eastern Ave. #124376, Las Vegas, NV
89123 |
| |
|
|
| (c) |
Citizenship: |
| |
|
|
|
(i) |
Pyrenees Investments, LLC: Delaware limited liability
company |
| |
|
|
|
(ii) |
Matthew Schissler: U.S. Citizen |
| |
|
|
| (d) |
Title of Class of Securities:
Common Stock |
| |
|
|
| (e) |
CUSIP Number:
05462T106 |
Item 3. If this statement is filed pursuant to §§240.13d
-1(b) or 240.13d -2(b) or (c), check whether the person filing is a:
| (a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o). |
| |
| (b) [ ] Bank as defined in section 3(a) (6) of the Act (15
U.S.C. 78c). |
| |
| (c) [ ] Insurance company as defined in section 3(a) (19)
of the Act (15 U.S.C. 78c). |
| |
| (d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| |
| (e) [ ] An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
| |
| (f) [ ] An employee benefit plan or endowment
fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| (g) [ ] A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with §240.13d -1(b) (1) (ii) (J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in
Item 1.
| (a) |
Amount beneficially owned: See Row 9 of the cover page of
each Reporting Person |
| |
|
| (b) |
Percent of class: See Row 11 of the cover page of each
Reporting Person |
| |
|
| (c) |
Number of shares as to which the person
has: |
| |
(i) |
Sole power to vote or to direct the vote of
shares: See Row 5 of the cover page of each Reporting Person |
| |
|
|
| |
(ii) |
Shared power to vote or to direct the vote of
shares: See Row 6 of the cover page of each Reporting Person |
| |
|
|
|
(iii) |
Sole power to dispose or to direct the
disposition of shares: See Row 7 of the cover page of each Reporting
Person |
| |
|
|
|
(iv) |
Shared power to dispose or to direct the
disposition of shares: See Row 8 of the cover page of each Reporting
Person |
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.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
| (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. |
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.
Date: February 11, 2016
| |
Pyrenees Investments, LLC |
| |
|
|
| |
By: |
/s/
MATTHEW L. SCHISSLER |
| |
|
Managing Member |
| |
|
|
| |
|
|
| |
|
/s/
MATTHEW L. SCHISSLER |
| |
|
Matthew L. Schissler |
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that
a single Schedule 13G (or any amendment thereto) relating to the Common Stock of
Axiologix, Inc. shall be filed on behalf of each of the undersigned and that
this Agreement of Joint Filing shall be filed as an exhibit to such Schedule 13G.
Date: February 11, 2016
| |
Pyrenees Investments, LLC |
| |
|
|
| |
By: |
/s/
MATTHEW L. SCHISSLER |
| |
|
Managing Member |
| |
|
|
| |
|
|
| |
|
/s/
MATTHEW L. SCHISSLER |
| |
|
Matthew L. Schissler |
Axiologix (CE) (USOTC:AXLX)
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