UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN MINING CORPORATION
(Name of Issuer)
Common stock, $0.0001 par value per share
(Title of Class of Securities)
66988G101
(CUSIP Number)
Laughlin International, Inc.
2533 North Carson Street
Carson City, Nevada
Telephone (775) 841-7018
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 24, 2013
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following boxo
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).
CUSIP No. 66988G101
1. | Names of Reporting Persons | Ophion Management Ltd. | ||
2. | Check the appropriate box if a member of a group | (a)o | ||
(b)¨ | ||||
3. | SEC use only | |||
4. | Source of funds* | WC | ||
5. | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) | o | ||
6. | Citizenship or place of organization | Canadian | ||
Number of shares beneficially owned by each reporting person with: | ||||
7. | Sole voting power | 20,000,000 | ||
8. | Shared voting power | Nil | ||
9. | Sole dispositive power | 20,000,000 | ||
10. | Shared dispositive power | Nil | ||
11. | Aggregate amount beneficially owned by each reporting person | 20,000,000 | ||
12. | Check box if the aggregate amount in row 11 excludes certain shares | ¨ | ||
13. | Percent of class represented by amount in row 11 | 99 | ||
14. | Type of reporting person* | CO | ||
CUSIP No. 66988G101
1. | Names of Reporting Persons | Thomas Mills | ||
2. | Check the appropriate box if a member of a group | (a)o | ||
(b)¨ | ||||
3. | SEC use only | |||
4. | Source of funds* | AF | ||
5. | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) | o | ||
6. | Citizenship or place of organization | Canadian | ||
Number of shares beneficially owned by each reporting person with: | ||||
7. | Sole voting power | 20,510,000 | ||
8. | Shared voting power | Nil | ||
9. | Sole dispositive power | 20,510,000 | ||
10. | Shared dispositive power | Nil | ||
11. | Aggregate amount beneficially owned by each reporting person | 20,510,000 | ||
12. | Check box if the aggregate amount in row 11 excludes certain shares | ¨ | ||
13. | Percent of class represented by amount in row 11 | 99 | ||
14. | Type of reporting person* | IN | ||
Item 1. | Security and Issuer. |
This Schedule 13-D relates to the common stock, par value $0.0001 ("Common Stock") of American Mining Corporation (the "Issuer"). The principal executive offices of the Issuer are located at 970 Caughlin Crossing, Suite 100, Reno, Nevada 89519.
Item 2. | Identity and Background. |
This Schedule 13D is being filed by Ophion Management Ltd., a Canadian company formed to provide management and consulting services; and Thomas Mills, the sole officer, director and controlling stockholder of Ophion Management Ltd. (collectively, the "Reporting Persons").
The principal business address of the Reporting Persons is 157 Adelaide Street West #338, Toronto, Ontario. Thomas Mills is a Canadian citizen.
During the last five years, neither of the Reporting Persons have been convicted in a criminal proceeding, nor have they been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.
Item 3. | Source and Amount of Funds or Other Consideration. |
The aggregate purchase price of the shares of Common Stock was $100,000, which amount was loaned to Ophion Management Ltd. by Thomas Mills from his personal funds.
Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the securities referred to in this Schedule 13D for investment purposes and not with the purpose influencing control of the Issuer. Subject to the availability of Common Stock at prices deemed favorable by the Reporting Persons, their liquidity, the financial condition and results of operations of the Issuer, and general economic and market conditions prevailing at the time, the Reporting Persons reserve the right to, and may in the future, purchase additional shares of Common Stock from time to time in the open market, through privately negotiated transactions, or otherwise.
Other than as set forth herein, the Reporting Persons have no present plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, renew or reconsider their position and formulate plans or proposals with respect to any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. | Interest in Securities of the Issuer. |
As of June 28, 2013, the Reporting Persons beneficially own 20,510,000 shares of Common Stock constituting 99% of the Issuer's outstanding common stock, based on 680,202 issued and outstanding shares of Common Stock as of February 28, 2013, as reported in the Issuer's Quarterly Financial Report on Form 10Q that was filed with the Securities and Exchange Commission on April 15, 2013.
The Reporting Persons have the sole power to vote or dispose of all of the shares of Common Stock beneficially owned by them.
In the sixty days prior to June 24, 2013, the Reporting Person did not engage in any transactions involving the Common Stock.
On June 5, 2013, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Thomas Mills loaned the sum of $100,000 to Ophion Management Ltd. to acquire 20,000,000 shares of Common Stock from the Issuer. The loan is interest free and payable on demand.
Except as provided above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7. | Material to be Filed as Exhibits. |
Exhibit | Description |
Exhibit 10.1 | Private Placement Subscription Agreement dated June 21, 2013 |
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.
Date: June 28, 2013
OPHION MANAGEMENT LTD.
/s/ Thomas Mills
Thomas Mills
President
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).