UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
ABAKAN INC.
(Name of Issuer)
Shares of Common Stock, $0.0001 Par Value
(Title of Class of Securities)
00258J 107
(CUSIP Number)
Robert Miller
2829 Bird Avenue, Suite 12, Miami, Florida 33133
Telephone:(786) 206-5368
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 8,2009
(Date of Event Which Requires Filing of this Statement)
If the filing person has previouslyfiled a statement on Schedule 13G to reportthe acquisition that is the subject of this Schedule13D, and is filing thisschedule because of§§240.13d-1(e), 240.13d-1(f) or240.13d-1(g), check the following box.o
Note: Schedulesfiled in paper format shall include a signed original and fivecopies of the schedule, including allexhibits.See Rule 13d-7(b) for otherparties to whom copies are to be sent.
*Theremainderof this cover page shall be filled out for a reportingperson'sinitial filing on this form with respect to the subject class of securities, andforanysubsequentamendmentcontaininginformationwhichwouldalterdisclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemedto be "filed" for the purpose of Section 18 of theSecuritiesExchangeAct of1934 ("Act") or otherwisesubject to the liabilities of that section of the Actbutshall besubjectto all otherprovisionsof the Act(however,see theNotes).
CUSIP NO.00258J 107
1. NAMES OF REPORTING PERSONS. Robert Miller
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(SEE INSTRUCTIONS)
(a) o
(b) o
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANTTO ITEMS 2(d) OR 2(e) o
6. CITZENSHIP OR PLACE OF ORGANIZATION American
NUMBER OFSHARED BENEFICIALLYOWNED BYEACHREPORTINGPERSONWITH
7. SOLE VOTING POWER 21,950,000(indirect)
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 21,950,000(indirect)
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,950,000shares ofcommonstock(indirect ownership)
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(SEE INSTRUCTIONS)o
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.0% of the issued and outstanding shares of common stock(based on54,865,000shares of theIssuer's common stock outstanding asJanuary11, 2010).
14. TYPE OF REPORTING PERSON(SEE INSTRUCTIONS) IN
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock,$0.0001 par value, ofAbakanInc.,a Nevadacorporation (the "Issuer"). The principal offices of the Issuerarelocated at2829 Bird Avenue,Suite 12,Miami, Florida 33133.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement:Robert Miller(the "ReportingPerson").
(b) The business address[or residence]of the Reporting Person is:4801 Alhambra Circle, Coral Gables, Florida, 33146.
(c) The present principal occupation of the Reporting Person is:business consultant.
(d) During the last five years, the ReportingPersonhas not been convicted in acriminal proceeding.
(e) During the last five years, the Reporting Person was not a party to anycivil proceeding of a judicial or administrative body of competent jurisdictionand is not subject to any judgment, decree or final order enjoining futureviolations of, or prohibiting or mandating activities subject to, federal orstate securities laws or finding any violation with respect to such laws.
(f) TheReportingPerson is a citizen ofthe United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December8, 2009 Prosper Financial Inc.(“Prosper”)a company controlledby Maria C. Maz who is the wifeoftheReporting Personand a director of the Issuer, purchased 260,000 shares of the Issuer’s common stock and 130,000 warrants to purchase shares of the Issuer’s common stock for a total consideration of $130,000pursuant to the terms ofasecuritiespurchase agreement. On December8, 2009 Ms. Mazgifted 4,200,000 shares of the Issuer’s common stock to a fund in trust for related parties ofboththe ReportingPerson and herself. On September 9, 2008Ms. Mazpurchased 15,000,000 shares of the Issuer's common stockfrom Mr. Aaron Bard(12,500,000 shares)and Mr. Shlomo Friedman(2,500,000 shares), both sellers being former directors and officers of theIssuer, for atotal consideration of$120,000, pursuant to the terms of twoshare purchase agreements. On November 30, 2009 Ms. Mazpurchased6,690,000 shares of the Issuer's common stockfromBeta Service SA (2,500,000 shares), Ms. Nora Coccaro (2,490,000 shares),and Mr.CostasTakkas(1,700,000 shares), foratotal consideration of$50,100, pursuant to the terms ofthreeshare purchase agreements. Considerationforall ofthe acquisitions waspaid from thepersonal funds of Ms. Maz.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the shares by Ms. Mazwas for investmentin the Issuer.
(a) While the Reporting Person has no plans or proposals as such, depending on market conditions and other factors,the Reporting Person may acquire shares of the Issuer's common stockas he deems appropriate, whether in open market purchases, privately negotiatedtransactions or otherwise.
(b)The ReportingPerson has no plans for any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries.
(c) While the Reporting Person has no plans or proposals as such, the Reporting Person reserves the right todispose of some or all of his(indirect)shares in the open market, in privately negotiatedtransactions to third parties or otherwise.
(d)The Reporting Person has nopresentplans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
(e) The Reporting Person has no plans or proposals to make any material change in the present capitalization or dividend policy of the Issuer.
(f) The Reporting Person has no plans or proposals to make any other material change in the issuer’s business or corporate structure
(g) The Reporting Person has no plans or proposals to make any changes in theIssuer’s charter, bylaws or instruments corresponding thereto or other actions which may impedetheacquisition of control of the Issuer by any person.
(h) The Reporting Person has no plans or proposals to cause 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.
(i) The Reporting Person has no plans or proposals to cause a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section12(g)(4) of the Securities Exchange Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)The Issuer has54,865,000issued and outstanding shares of common stock as ofJanuary11, 2010.The Reporting Personindirectlyowns21,950,000shares(representing40.0%) of the issued and outstanding common stock of the Issuer.
(b) The Reporting Person has theindirectpower to vote or direct the vote and theindirectpower to dispose or direct the disposition of all of the shares reportedabove in this Item 5(a).
(c)The ReportingPerson has not effected any transactions in the shares of the Issuer during thepast 60 days.
(d) No person other than the Reporting Personand Ms. Mazhas the right to receive or thepower to direct the receipt of dividends from, or the proceeds from the sale of,the shares reported above in this Item 5(a).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TOSECURITIES OF THE ISSUER
The Issuer and Prosperentered into a Unit Purchase Agreement on December8, 2009, which included 130,000 warrants to purchase shares of the Issuer’s common stockfor a period of twoyears at a purchase price of $0.75 per share.
The Issuer and Prosperentered into a Stock Option Agreement on December 14, 2009 pursuant to which it was granted the option to purchase up to 1,000,000sharesof the Issuer’scommon stock at an exercise price of $0.60 per share under the Issuer’s 2009 Stock Option Plan. The option willvestin successive one third increments on an annual basisbeginning December 14, 2010.
Other than as reflected above, the Reporting Person does not have any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
10.1 Share Purchase Agreement dated September 4, 2008 between Mr. Aaron Bard andMs. Maz, incorporated by reference to the Schedule 13DofMs. Mazfiled with the Securities and Exchange Commission on September 29, 2008.
10.2 Share Purchase Agreement datedSeptember 4, 2008 between Mr. Shlomo Friedman and Ms. Maz, incorporated by reference to the Schedule 13DofMs. Mazfiled with the Securities and Exchange Commission on September 29, 2008.
10.3 Share Purchase Agreement dated November 30, 2009between Beta Service SA and Ms. Maz, incorporated by reference to the Schedule 13D/A1ofMs. Mazfiled with the Securities and Exchange Commission on December 7, 2009.
10.4 Share Purchase Agreement dated November 30, 2009 between Ms. Nora Coccaro andMs. Maz, incorporated by reference to the Schedule 13D/A1ofMs. Mazfiled with the Securities and Exchange Commission on December 7, 2009.
10.5 Share Purchase Agreement dated November 30, 2009 between Mr. CostasTakkasand Ms. Maz, incorporated by reference to the Schedule 13D/A1ofMs. Mazfiled with the Securities and Exchange Commission on December 7, 2009.
10.6 UnitPurchase Agreement datedDecember 8, 2009 betweenthe IssuerandProsper, incorporated by reference to the Schedule 13D/A2filedfor Ms. Mazwith the Securities andExchange Commission on January12, 2010.
10.7 Stock Option Agreement dated December 14, 2009 between the Issuer andProsper, incorporated by reference to the Schedule 13D/A2filed for Ms. Maz with the Securities and Exchange Commission on January12, 2010.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, Icertify that the information set forth in this statement is true, complete andcorrect.
January 12, 2010
Date
/s/ Robert Miller
Signature
Robert Miller/chief executive officer anddirector ofAbakanInc.
Name/Title
Attention: Intentional misstatements or omissions of fact
constitute Federalcriminal violations (See 18 U.S.C. 1001).
