SC 13D 1 d106134dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Nuvola, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

67076J 106

(CUSIP Number)

Barry M. Monheit

c/o Nuvola, Inc.

7333 East Doubletree Ranch Road, Suite D-250

Scottsdale, Arizona 85258

(480) 219-8439

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Robert S. Kant, Esq.

Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

December 31, 2015

(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.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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 (“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).

 

 

 


Page 2 of 8

 

CUSIP No. 67076J 106

       
         

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Barry M. Monheit

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(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

 

U.S.A.

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

7,150,449(1)

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

7,150,449(1)

   10   

SHARED DISPOSITIVE POWER

 

0

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,150,449(1)

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)

 

19.37%(2)

14   

TYPE OF REPORTING PERSON (See Instructions)

 

IN

(1) Includes 2,500 shares of Common Stock held by Barry M. Monheit, Trustee, SEP PROP Monheit Family Trust U/A Dtd 7/16/2002; 6,138,383 shares of Common Stock held by BK Entertainment, L.L.C., of which Barry M. Monheit controls the investment decisions and is owned by The Monheit Family Trust U/A Dtd 7/16/2002, of which Barry M. Monheit is a trustee and a beneficiary; 521,762 shares of Common Stock issuable upon exercise of currently exercisable stock options held by BK Entertainment, L.L.C.; and 487,804 shares of Common Stock issuable upon conversion of an 8% convertible promissory note held by BK Entertainment, L.L.C., calculated based on the conversion price of $0.41 per share.

(2) Based on 35,904,033 shares of Common Stock outstanding on December 31, 2015, plus 521,762 shares of Common Stock issuable upon exercise of currently exercisable stock options held by BK Entertainment, L.L.C. and 487,804 shares of Common Stock issuable upon conversion of an 8% convertible promissory note held by BK Entertainment, L.L.C., calculated based on the conversion price of $0.41 per share.


Page 3 of 8

 

CUSIP No. 67076J 106

       
         

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

BK Entertainment, L.L.C.

I.R.S. Identification No. ###-##-####

  2   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(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

 

Arizona

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

7,147,949(3)

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

7,147,949(3)

   10   

SHARED DISPOSITIVE POWER

 

0

11   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,147,949(3)

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)

 

19.36%(4)

14   

TYPE OF REPORTING PERSON (See Instructions)

 

OO

(3) Includes 6,138,383 shares of Common Stock held by BK Entertainment, L.L.C., of which Barry M. Monheit controls the investment decisions and is owned by The Monheit Family Trust U/A Dtd 7/16/2002, of which Barry M. Monheit is a trustee and a beneficiary; 521,762 shares of Common Stock issuable upon exercise of currently exercisable stock options held by BK Entertainment, L.L.C.; and 487,804 shares of Common Stock issuable upon conversion of an 8% convertible promissory note held by BK Entertainment, L.L.C., calculated based on the conversion price of $0.41 per share.

(4) Based on 35,904,033 shares of Common Stock outstanding on December 31, 2015, plus 521,762 shares of Common Stock issuable upon exercise of currently exercisable stock options held by BK Entertainment, L.L.C. and 487,804 shares of Common Stock issuable upon conversion of an 8% convertible promissory note held by BK Entertainment, L.L.C., calculated based on the conversion price of $0.41 per share.


Page 4 of 8

 

CUSIP No. 67076J 106

       
         

 

Item 1. Security and Issuer

This Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”) of Nuvola, Inc., a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 7333 East Doubletree Ranch Road, Suite D-250, Scottsdale, Arizona 85258.

 

Item 2. Identity and Background

(a) This Schedule 13D is being jointly filed by the following persons (together, the “Reporting Persons”): (i) Barry M. Monheit, an individual (“Monheit”), and (ii) BK Entertainment, L.L.C., an Arizona limited liability company (“BK Entertainment”). Monheit controls the investment decisions of BK Entertainment, which is owned by The Monheit Family Trust U/A Dtd 7/16/2002 (the “Trust”), of which Monheit is a trustee and a beneficiary. As a result of the foregoing, Monheit may be deemed beneficially to own the securities of the Issuer owned by BK Entertainment and the Trust.

The Reporting Persons have entered into a Joint Filing Agreement dated as of January 11, 2016, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly.

(b) The business address of Monheit is c/o Nuvola, Inc., 7333 East Doubletree Ranch Road, Suite D-250, Scottsdale, Arizona 85258. The address of the principal office of BK Entertainment is c/o Nuvola, Inc., 7333 East Doubletree Ranch Road, Suite D-250, Scottsdale, Arizona 85258. The principal business of BK Entertainment is investments.

(c) Monheit is a director of the Issuer. The address of the Issuer is 7333 East Doubletree Ranch Road, Suite D-250, Scottsdale, Arizona 85258.

(d) During the last five years none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years none of the Reporting Persons were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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) The individual Reporting Person is a U.S. citizen.

 

Item 3. Source and Amount of Funds or Other Consideration

BK Entertainment received an aggregate of 6,138,383 shares of Common Stock (the “BK Entertainment Shares”) in exchange for 5,000,000 units of membership interests (the “BK Entertainment Units”) of Modern Round, L.L.C., a Nevada limited liability company (“Modern Round”), pursuant to an Agreement and Plan of Merger, dated as of December 31, 2015, by and among the Issuer, Nuvola Merger Sub, LLC, a Nevada limited liability company and wholly owned subsidiary of the Issuer, and Modern Round (the “Merger Agreement”). BK Entertainment also received (i) options to purchase shares of Common Stock (the “Options”) in exchange for options to purchase units of membership interests of Modern Round (the “Modern Round Options”), which are currently exercisable for the purchase of 521,762 shares of Common Stock, and (ii) an 8% convertible promissory note convertible into shares of Common Stock (the “Note”) converted from an 8% convertible promissory note convertible into units of membership interests of Modern Round (the “Modern Round Note”), which is currently convertible into 487,804 shares of Common Stock, calculated based on the conversion price of $0.41 per share. In November 2014, the Trust received 2,500 shares of Common Stock as a dividend in connection with the spin-off of the Issuer by its former parent company, Bollente Companies, Inc. (the “Trust Shares”).

The Merger Agreement was filed with the Securities and Exchange Commission on January 7, 2016 on a Current Report on Form 8-K. The transactions contemplated by the Merger Agreement closed on December 31, 2015.


Page 5 of 8

 

CUSIP No. 67076J 106

       
         

 

Item 4. Purpose of the Transaction

BK Entertainment received the BK Entertainment Shares in exchange for the BK Entertainment Units; BK Entertainment received the Options in exchange for the Modern Round Options; and the Modern Round Note held by BK Entertainment converted into the Note, pursuant to the Merger Agreement.

The Trust received the Trust Shares as a dividend in connection with the spin-off of the Issuer by its former parent company, Bollente Companies, Inc.

Subject to ongoing evaluation, except as set forth above, each of the Reporting Persons has no current plans or proposals which relate to or would result in any of the following:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing 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) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j) Any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

(a) BK Entertainment beneficially owns 6,138,383 shares of Common Stock, 521,762 shares of Common Stock issuable upon exercise of the Options, and 487,804 shares of Common Stock issuable upon conversion of the Note, which represent approximately 19.36% of the outstanding shares of Common Stock. By reason of Monheit controlling the investment decisions of BK Entertainment, which is owned by the Trust, of which Monheit is a trustee and a beneficiary, Monheit may be deemed to beneficially own 7,150,449 shares of Common Stock, which represent approximately 19.37% of the outstanding shares of Common Stock.

(b) BK Entertainment has the sole power to vote and sole power to dispose of 6,138,383 shares of Common Stock, 521,762 shares of Common Stock issuable upon exercise of the Options, and 487,804 shares of Common Stock issuable upon conversion of the Note, which represent approximately 19.36% of the outstanding shares of Common Stock. By reason of Monheit controlling the investment decisions of BK Entertainment, which is owned by the Trust, of which Monheit is a beneficiary, Monheit may be deemed to have the sole power to vote and sole power to dispose of 7,150,449 shares of Common Stock, which represent approximately 19.37% of the outstanding shares of Common Stock.


Page 6 of 8

 

CUSIP No. 67076J 106

       
         

 

(c) No transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Persons except as set forth in Item 3 above.

(d) Not applicable.

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Reference is made to the transaction stated in Item 3 above.

 

Item 7. Material to be Filed as Exhibits

Exhibit A - Joint Filing Agreement dated as of January 11, 2016.


Page 7 of 8

 

CUSIP No. 67076J 106

       
         

 

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 correct.

 

Dated: January 11, 2016

 

/s/ Barry M. Monheit

  Barry M. Monheit
  BK ENTERTAINMENT, L.L.C.
  By:   The Monheit Family Trust U/A Dtd 7/16/2002
  Its:   Member/Manager
  By:  

/s/ Barry M. Monheit

  Name:   Barry M. Monheit
  Title:   Trustee
   


Page 8 of 8

 

CUSIP No. 67076J 106

       
         

 

EXHIBIT A

JOINT FILING AGREEMENT

Dated as of January 11, 2016

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of the undersigned of a Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of Nuvola, Inc., a Nevada corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing.

Each of the undersigned agrees that each party hereto is responsible for the timely filing of such Schedule 13D (including any and all amendments thereto) and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party actually knows that such information is incorrect. Each party will indemnify the other parties for any incompleteness or inaccuracy in such information concerning the indemnifying party.

 

Dated: January 11, 2016  

/s/ Barry M. Monheit

  Barry M. Monheit
  BK ENTERTAINMENT, L.L.C.
  By:   The Monheit Family Trust U/A Dtd 7/16/2002
  Its:   Member/Manager
  By:  

/s/ Barry M. Monheit

  Name:   Barry M. Monheit
  Title:   Trustee