SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
SOUL AND VIBE INTERACTIVE INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
836050104
(CUSIP Number)
Peter Anthony Chiodo
1660 South Hwy 100
Suite 500
St. Louis Park, MN 55416
(763) 400-8040
With Copies To:
Richard Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Tel: (212) 930-9700
Fax: (212) 930-9725
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 2, 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 which 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 box¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
| CUSIP No. 836050104 | 13D | |||||
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | |||||
| Peter Anthony Chiodo | ||||||
| 2 | CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP | |||||
| (a)¨ | ||||||
| (b) o Reporting person is affiliated with other persons | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS | |||||
| PF/OO | ||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) | |||||
| o | ||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
| United States | ||||||
| 7 | SOLE VOTING POWER | |||||
| 87,400,000 | ||||||
| NUMBER OF | 8 | SHARED VOTING POWER | ||||
| SHARES | ||||||
| BENEFICIALLY | 0 | |||||
| OWNED BY | 9 | SOLE DISPOSITIVE POWER | ||||
| EACH REPORTING | ||||||
| PERSON WITH | 87,400,000 | |||||
| 10 | SHARED DISPOSITIVE POWER | |||||
| 0 | ||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
| 87,400,000 | ||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||||
| o | ||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||||
| 80.2%* | ||||||
| 14 | TYPE OF REPORTING PERSON | |||||
| IN | ||||||
* Represents the percentage ownership based on 109,000,000 shares of common stock of Soul and Vibe Interactive Inc. outstanding as of February 14, 2013.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”) of Soul and Vibe Interactive Inc., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 1660 South Hwy 100, Suite 500, St. Louis Park, MN 55416.
Item 2. Identity and Background.
| (a) | Peter Anthony Chiodo, an individual (the “Reporting Person”). |
| (b) | The business address of the Reporting Person is 1660 South Hwy 100, Suite 500, St. Louis Park, MN 55416. |
| (c) | Reporting Person is the Chief Executive Officer, President and Sole Director of the Issuer. |
| (d) | Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Reporting person is a citizen of United States |
Item 3. Source and Amount of Funds or Other Consideration.
On November 2, 2012, the Reporting Person purchased 50,400,000 shares of Common Stock from existing shareholders of the Issuer for an aggregate of $25,200 (the “Initial Purchase”).
On February 5, 2013, the Issuer entered into a Share Exchange Agreement (the “Agreement”) by and among the Issuer, Soul and Vibe Entertainment, Inc., a Nevada corporation (“Soul”) and the Reporting Person. Pursuant to the Agreement, Soul became a wholly owned subsidiary of the Issuer (the “Exchange”). As consideration for the Exchange, the Reporting Person exchanged an aggregate of 18,000,000 shares of common stock of Soul, constituting all shares of capital stock of Soul issued and outstanding (the “Soul Shares”) for an aggregate of 37,000,000 shares of Common Stock . The Agreement contains customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the consideration exchanged, the process of exchanging the consideration and the effect of the Exchange. The closing of the Exchange took place on February 6, 2013 (the “Closing Date”). There were no rights to acquire any equity interests of Soul prior to the closing of the Exchange. Subsequent to the consummation of the Exchange, the Issuer had 109,000,000 shares of Common Stock issued and outstanding. The Agreement and the Exchange were previously disclosed by the Issuer on the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2013.
Item 4. Purpose of Transaction.
The Reporting Person entered into the Initial Purchase to effect a change in control of the Issuer. Pursuant to the Agreement, the Reporting Person became the Issuer’s sole officer and member of its board of directors.
Except as described above, the Reporting Person does not have a definitive plan, arrangement or understanding to seek to cause the Issuer to be merged, reorganized or liquidated, to sell or transfer any assets of the Issuer, to cause the Issuer to change its current board of directors or management, to cause any material change to its capitalization, dividend policy, business, corporate structure, charter or bylaws, to cause the common stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or to take any action similar to the above.
Item 5. Interest in Securities of the Issuer.
| (a) | As of the date hereof, the Reporting Person beneficially owns 87,400,000 shares of the Common Stock, which represents approximately 80.2% of such shares. |
| (b) | The Reporting Person may be deemed to hold sole voting and dispositive power over his 87,400,000 shares of Common Stock. |
| (c) | Other than the acquisition of the shares as reported herein, and as described under Item 4, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days or since the most recent filing of Schedule 13D, whichever is less. |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 87,400,000 shares of Common Stock reported in Item 5(a). |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described above, there are no contracts, agreements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities 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 accurate.
| Peter Anthony Chiodo | ||
| February 15, 2013 | By: | /s/Peter Anthony Chiodo |
| Peter Anthony Chiodo | ||
