UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Big Time Acquisition, Inc.
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(Name of Issuer)
Common Stock, $0.0001 Par Value
---------------------------------
(Title of Class of Securities)
---------------------------------
(CUSIP Number)
Scot Scheer
780 Reservoir Avenue, #123
Cranston, RI 02910
Telephone: (401)641-0405
---------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with copies to:
Scot Scheer
Big Time Acquisition, Inc.
780 Reservoir Avenue, #123
Cranston, RI 02910
Telephone: (401)641-0405
December 14, 2010
---------------------------------
(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), (f)or (g),check the following box |_|.
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SCHEDULE 13D
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
LMIC, Inc.
I.R.S. #84-1209978
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 10,000
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 10,000
With
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
13 Percent of Class Represented By Amount in Row (11)
10.00%
14 Type of Reporting Person (See Instructions)
CO
2
SCHEDULE 13D
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Scot Scheer
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
3 SEC Use Only
4 Source of Funds (See Instructions)
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 45,000
Shares
Beneficially 8 Shared Voting Power
Owned By 55,000
Each
Reporting 9 Sole Dispositive Power
Person 45,000
With
10 Shared Dispositive Power
55,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
55,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
13 Percent of Class Represented By Amount in Row (11)
100%
14 Type of Reporting Person (See Instructions)
IN
3
SCHEDULE 13D
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Lisa DeNunzio
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
3 SEC Use Only
4 Source of Funds (See Instructions)
PF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 45,000
Shares
Beneficially 8 Shared Voting Power
Owned By 55,000
Each
Reporting 9 Sole Dispositive Power
Person 45,000
With
10 Shared Dispositive Power
55,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
100,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
13 Percent of Class Represented By Amount in Row (11)
100.00%
14 Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Moorpark Limited, LLC
2 Check the Appropriate Box If a Member of a Group
a. |X|
b. |_|
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) |_|
6 Citizenship or Place of Organization
Rhode Island
7 Sole Voting Power
Number of 10,000
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 10,000
With
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
|_|
13 Percent of Class Represented By Amount in Row (11)
10.00%
14 Type of Reporting Person (See Instructions)
OO
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ITEM 1. SECURITY AND ISSUER.
The security upon which this report is based is the common stock, par value
$0.0001, of Big Time Acquisition, Inc., a Delaware corporation, with its
principal place of business located at 780 Reservoir Avenue, #123, Cranston,RI
02910.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by LMIC,Inc., a Delaware corporation("LMIC"),Moorpark
Limited, LLC, a Rhode Island limited liability company,("Moorpark"),
Scot Scheer and Lisa DeNunzio (together with LMIC, and Moorpark), the
("Reporting Persons"). LMIC, Inc.is presently a shell corporation trading on
the pink sheets. The principal business of Moorpark is a holding company for
control stock of LMIC. Scot Scheer's principal occupation is serving as
a Director of LMIC, Inc. Lisa DeNunzio's principal occupation is an investor.
The principal office of LMIC, Moorpark, Scot Scheer, and Lisa DeNunzio is 780
Reservoir Avenue, #123, Cranston,RI 02910.
During the past five years, the Reporting Persons or entities have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
In addition, the Reporting Persons or entities have not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
during the last five years which would make them 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
violations with respect to such laws. Each individual with respect to
whom information is provided in response to this Item is a citizen of the
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 17, 2010, we issued 45,000 shares of common stock at .0001 par value
to Scot Scheer,(our sole officer and director) for $4.50 in exchange for founder
services that include Mr. Scheer's paid-in-capital in the approximate amount of
$1449 that the Company utlized to pay towards audited financials in the amount
of $3000,incorporation fees of $98.00, and annual resident agent fees in the
State of Delaware in the amount of $50.00 and developing the Company's business
concept.
On August 17, 2010, we issued 45,000 shares of common stock at .0001 par value
to Lisa DeNunzio for $4.50 in exchange for founder services that include Ms.
DeNunzio's paid-in-captital in the approximate amount of $1449 that the Company
utlized to pay towards audited financials in the amount of $3000,incorporation
fees of $98.00, and annual resident agent fees in the State of Delaware in the
amount of $50.00.
On August 17, We issued 10,000 shares of common stock at .0001 par value to
LMIC, Inc. for $1.00 in exchange for founder services that include LMIC's paid
- -in-capital in the approximate amount of $200 that the Company utlized to pay
towards the cost of audited financials in the amount of $3000,incorporation
feesof $98.00, and annual resident agent fees in the State of Delaware in the
amount of $50.00. Such shares were issued pursuant to an exemption from
registration at Section 4(2) of the Securities Act of 1933.
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ITEM 4. PURPOSE OF TRANSACTION.
The Issuer's Form 10 registration of its Common Stock under Section 12(g) of the
exchange act became effective December 14, 2010.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)and (b) The information in this form 5(a) and 5(b)is given as of
the date hereof, and is based on 100,000 shares of outstanding Common
Stock pursuant to the Issuer's Form 10 filed on October 15, 2010.
(i) LMIC has direct beneficial ownership of 10,000 shares of outstanding
Common Stock, constituting 10% of the outstanding Common Stock.LMIC has
sole power to vote and dispose of 10,000 shares of Common Stock.
(ii) Scot Scheer has direct beneficial ownership of 45,000 shares of
outstanding Common Stock, constituting 45% of the outstanding Common
Stock. Scot Scheer has sole power to vote and dispose of such shares
of Common Stock. Scot Scheer by virtue of being the brother-in-law
of Lisa DeNunzio may be deemed to be the beneficial owner of 45,000
shares of Common Stock (constituting 45% of the outstanding Common
Stock) beneficially owned by Ms. DeNunzio. Mr. Scheer disclaims
beneficial ownership of such shares.
(iii) Lisa DeNunzio has direct beneficial ownership of 45,000 shares of
outstanding Common Stock, constituting 45% of the outstanding Common
Stock. Lisa DeNunzio has sole power to vote and dispose of such shares
of Common Stock. Lisa DeNunzio by virtue of being the sister-in-law
of Scot Scheer may be deemed to be the beneficial owner of 45,000
shares of Common Stock (constituting 45% of the outstanding Common
Stock) beneficially owned by Mr. Scheer. Ms. DeNunzio disclaims
beneficial ownership of such shares.
(iv) By virtue of being the control shareholder of LMIC's issued and
outstanding common restricted stock,Moorpark is deemed to be the
beneficial owner(as such term is defined in Rule 13d-3)of all the
10,000 shares of Common Stock owned by LMIC, Inc. constituting 10%
of the outstanding Common Stock.Moorpark has sole power to vote
and dispose of 10,000 shares of Common Stock.
(v) By virtue of being a Managing Member of Moorpark,Mr. Scheer
is deemed to be the beneficial owner (as such term is defined
in Rule 13d-3) of all the 10,000 shares of Common Stock owned by LMIC,
constituting 10% of the outstanding Common Stock.Mr. Scheer has shared
power to vote and dispose of 10,000 shares of Common Stock.
(vi)By virtue of being a Managing Member of Moorpark,Ms. DeNunzio is
deemed to be the beneficial owner (as such term is defined in Rule 13d-3)
of all the 10,000 shares of Common Stock owned by LMIC constituting 10%
of the outstanding Common Stock.Ms. DeNunzio has shared power to vote
and dispose of 10,000 shares of Common Stock.
(c) The Reporting Person(s) have the power to vote or to direct the vote of
100,000 shares of Company's Common Stock, constituting 100% of the shares of
the Company's Common Stock outstanding, as calculated above. The Reporting
Person(s)have the power to dispose of or to direct the disposition of 100,000
shares of the Company's Common stock outstanding,as calculated above.
(d) The 100,000 shares of the Company's Common Stock were acquired by the
Reporting person(s) on August 17, 2010 in certificated form directly from the
Company.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS with RESPECT
TO SECURITIES OF THE ISSUER.
Right of First Refusal. Receipt of Bona-Fide Offer.(1)
If LMIC, Inc. ("Selling Shareholder") receives a bona-fide written offer
for the purchase of any or all of its shares of issued and outstanding Common
Stock of the Issuer,("Stock to be Sold"), which offer Selling Shareholder
desires to accept, the Company and Scot Scheer and Lisa DeNunzio,
("Control Shareholders") shall have the option, as hereafter described to
purchase any or all of the Stock to be Sold at par value.
Notice of Offer; Company's Right to Purchase.
The Selling Shareholder shall promptly give the Company and Control
Shareholders' written notice of the receipt of any bona-fide offer
including a copy of such offer, a statement identifying the real party in
interest making the offer, the offering price, all other terms and conditions
of the proposed sale, and a statement of Selling Shareholder of its
desire to accept the offer. The Company shall have the right, but
not the obligation within (30) days of actual receipt of such notice,
to purchase from the Selling Shareholder any or all of the Stock to
be Sold at par value.
Control Shareholders' Right to Purchase.
If the Company does not exercise its right to purchase the Stock to
be Sold, the Control Shareholders shall have the right but not
the obligation to purchase at par value any or all of the Stock to be
Sold, within (30) days after the Company's right to purchase has
terminated.
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(1)Pursuant to the Issuer's Common Stock Agreement filed as Exhibit 10
and attached to the Issuer's Form 10 registration statment dated
October 15, 2010.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit "A" Agreement to file Joint Statement on Schedule 13D (filed
as Exhibit "A" to the initial filing of the Schedule 13D
and incorporated herein by reference).
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.
Dated: December 21, 2010
By: /s/ Scot Scheer
- --------------------
Name: Scot Scheer
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.
Dated: December 21, 2010
By: /s/ Lisa DeNunzio
- ----------------------
Name: Lisa DeNunzio
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.
Dated: December 21, 2010
LMIC, Inc.
By: /s/ Scot Scheer
- ----------------------
Name: Scot Scheer
Title:Director
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.
Dated: December 21, 2010
Moorpark Limited, LLC
By: /s/ Scot Scheer
- ----------------------
Name: Scot Scheer
Title:Managing Member
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