UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| FuLuCai Productions Ltd. |
| (Name of Issuer) |
| |
| Common Stock, $0.0001 par value |
| (Title of Class of Securities) |
| |
| N/A |
| (CUSIP Number) |
| |
| James Durward |
| 3632 13 St SW |
| Calgary, Alberta T2T 3R1 |
| (403) 689-3901 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| |
| August 15, 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 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. [ ]
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): | James Durward |
| | | | |
| 2. | Check the Appropriate Box if a Member of Group: | (a) | |
| | | (b) | X |
| 4. | Source of Funds (See Instructions) | 00 |
| | | | |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2 (d) or (e) | |
| 6. | Citizenship or Place of Organization | Canadian |
| Number of shares beneficially owned by each reporting person with | 7. | Sole Voting Power | Yes |
| | | |
| 8. | Shared Voting Power | No |
| | | |
| 9. | Sole Dispositive Power | Yes |
| | | |
| 10. | Shares Dispositive Power | No |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | 65,692,400 shares of common stock |
| | | | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) | |
| | | | |
| 13. | Percent of Class Represented by Amount in Row (11) | 72.99% |
| | | | |
| 14. | Type of Reporting Person (See Instructions) | IN |
Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends the Schedule 13D originally filed on October 14, 2010 (the “Original 13D”), as previously amended on November 15, 2010 by Amendment No. 1 to Schedule 13D and on May 8, 2012 by Amendment No. 2 to Schedule 13D (the Original 13D as so amended, the “Schedule 13D”), filed by James Durward (the “Reporting Person”), with respect to the Common Stock, $0.0001 par value, of FuLuCai Productions Ltd. (the “Issuer”). Its principal executive offices are located at 161 Silverado Ponds Way S.W., Calgary, Alberta T2X 0B7.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
Except as specifically amended by this Amendment No. 3, items in the Schedule 13D remain unchanged.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3. is restated as follows:
The consideration for the purchase was $24,000.00. The source of funds for the purchase was a promissory note between the Reporting Person and Loesha Henchall, the previous shareholder of the Issuer. The note, secured by 4,800,000 restricted shares of the Issuer, was paid in full on November 5, 2010 and the security was released to the Reporting Person.
On April 24, 2012, the Reporting Person gifted a total of 14,200,000 shares of Common Stock of the Issuer to four recipients for no consideration.
On April 27, 2012, the Reporting Person sold a total of 1,400 shares of Common Stock in a market transaction at $1.25 per share of Common Stock for gross proceeds before commission of $1,750.
On May 17, 2012, the Reporting Person sold a total of 1,500 shares of Common Stock in a market transaction at $1.0862 per share of Common Stock for gross proceeds before commission of $1,629.30.
On May 18, 2012, the Reporting Person sold a total of 1,000 shares of Common Stock in a market transaction at $0.9974 per share of Common Stock for gross proceeds before commission of $997.40.
On July 5, 2012, the Reporting Person sold a total of 2,500 shares of Common Stock in a market transaction at $1.01 per share of Common Stock for gross proceeds before commission of $2,525.00.
On July 26, 2012, the Reporting Person sold a total of 7,800 shares of Common Stock in a market transaction at $0.7388 per share of Common Stock for gross proceeds before commission of $$10,557.66.
On July 31, 2012, the Reporting Person sold a total of 33,000 shares of Common Stock in a market transaction at $0.7388 per share of Common Stock for gross proceeds before commission of $24,380.40
On August 13, 2012, the Reporting Person sold a total of 45,400 shares of Common Stock in a market transaction at $0.7388 per share of Common Stock for gross proceeds before commission of $31,984.07.
On August 15, 2012, the Reporting Person sold a total of 20,000 shares of Common Stock in a market transaction at $0.7388 per share of Common Stock for gross proceeds before commission of $14,067.66
| Item 4. | Purpose of Transaction |
Item 4 is amended to add the following information at the end thereof:
The purpose of the transactions described in Item 3 of Amendment No. 3 was to sell certain of the shares of Common Stock of the Issuer in the open market for cash consideration.
Item 5. Interest in Securities of the Issuer
Items 7 through 11 and 13 of the cover page of this Amendment No. 2 are incorporated hereby by reference. Such information is based upon 90,000,000 shares of the Issuer’s common stock outstanding as of August 15, 2012, as provided to the Reporting Person by the Company.
(a) Beneficial Ownership
As of August 15, 2012, the Reporting Person owns a total of 65,692,400 shares of common stock of the Issuer, of which a total of 65,000,000 shares of Common Stock are held directly, and 692,400 shares of Common Stock are held indirectly by JMD123LLC, a limited liability company whose sole beneficial owner is the Reporting Person.
(b) Voting Power
The Reporting Person has the sole voting power and sole dispositive power over 65,692,400 shares of Common Stock as referred to above in paragraph (a) of this Item 5.
(c) Transactions within the Past 60 Days
During the past 60 sixty days the Reporting Person has not effected any transactions in the Issuer’s Common Stock other than as set forth in Item 3 above.
(d) Certain Rights of Other Persons
Not applicable
(e) Beneficial Ownership Percentage
Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
On June 29, 2012, the Issuer and Equine Venture Group, Inc. (“Equine”) and Jennifer Serek (“Serek”) entered into an Aquisition Agreement (the “Agreement”) whereby the Company will acquire all of the issued and outstanding shares of Equine from Serek.
Further to the terms of the Agreement, the Reporting Person has agreed to return a total of 15,000,000 shares of the Issuer to treasury. The acquisition has not yet closed but is expected to close prior to August 31, 2012.
| Item 7. | Material to Be Filed as Exhibits |
Not applicable.
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.
August 16, 2012
/s/ James Durward
| Mr. James Durward, Reporting Person | |
