UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. __)*
Lateral
Media, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
262033103
(CUSIP
Number)
Lateral
Media, Inc.
2121
Avenue of the Stars
Suite
2550
Los
Angeles CA, 90067
Attn.:
Jeffrey Schwartz
Tel:
310-601-2500
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and
Communications)
December
2, 2008
(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. o
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, seem the
Notes).
(Continued
on following pages)
SCHEDULE
13D
CUSIP
No. 262033103 |
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1)
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NAME
OF REPORTING PERSON |
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|
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Grupo
Grandioso, LLC |
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2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a)
o
|
|
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(b)
x
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3)
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SEC
USE ONLY |
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|
|
|
|
|
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4)
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SOURCE
OF FUNDS |
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|
|
|
WC
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5)
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |
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|
|
|
|
o
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6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION |
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|
|
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California |
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NUMBER
OF
SHARES BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7) SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
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1,800,000 shares of Common Stock 1
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9) SOLE DISPOSITIVE
POWER
|
|
|
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0 |
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10) SHARED
DISPOSITIVE POWER
|
|
|
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1,800,000 shares of Common Stock 1
|
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11)
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
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1,800,000
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12)
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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|
|
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13)
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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18.2%2 |
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14)
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TYPE
OF REPORTING PERSON |
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CO |
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2 Based on
8,080,000 shares of Common Stock reported by the Issuer to be issued and
outstanding as of November 17, 2008 in the Issuer’s Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on November 18,
2008.
SCHEDULE
13D
CUSIP
No. 262033103 |
|
1)
|
NAME
OF REPORTING PERSON |
|
|
|
|
|
Jeffrey
Schwartz |
|
2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
|
|
(a)
o
|
|
|
(b)
x
|
3)
|
SEC
USE ONLY |
|
|
|
|
|
|
|
4)
|
SOURCE
OF FUNDS |
|
|
|
|
|
AF
|
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5)
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) |
|
|
|
|
|
|
o
|
6)
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CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
|
|
|
United
States of America |
|
NUMBER
OF
SHARES BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON WITH |
7) SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
1,800,000 shares of Common Stock 3
|
|
9) SOLE DISPOSITIVE
POWER
|
|
|
|
0 |
|
10) SHARED
DISPOSITIVE POWER
|
|
|
|
1,800,000 shares of Common Stock 3
|
|
11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
1,800,000
|
|
12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
|
|
|
|
|
|
|
13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
|
|
18.2%4 |
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14)
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TYPE
OF REPORTING PERSON |
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|
|
|
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IN |
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4 Based on
8,080,000 shares of Common Stock reported by the Issuer to be issued and
outstanding as of November 17, 2008 in the Issuer’s Quarterly Report on Form
10-Q, as filed with the Securities and Exchange Commission on November 18,
2008.
Item
1. Security and Issuer.
The class
of equity securities to which this statement relates is the common stock, par
value $0.001 per share (the "Common Stock"), of Lateral Media, Inc. (the
“Issuer”). The principal executive offices of the Issuer are located at 2121
Avenue of the Stars, Suite 2550, Los Angeles, California 90067.
Item
2. Identity and Background.
(a), (c)
and (f)
This
statement is being filed jointly by Grupo Grandioso, LLC and Jeffrey Schwartz
(collectively, the "Reporting Persons"):
(i) Grupo
Grandioso, LLC, a California limited liability company (“Grupo Grandioso”), is a
holding company for domains and publishing assets, and is principally engaged in
the business of providing strategic advisory services to a host of internet
marketing firms.
(ii)
Jeffrey Schwartz, an individual, is the managing member of Grupo
Grandioso. Mr. Schwartz’s principal occupation is to serve as the
Chairman of the Board of Directors and Chief Executive Officer of the
Issuer.
(d)-(e)
During
the last five years, none of the Reporting Persons, nor, to the best of their
knowledge, any executive officer or director of the Reporting Persons, have been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or 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.
Item
3. Source and Amount of Funds or Other Consideration.
On
December 2, 2008, the Issuer entered into an Asset Purchase Agreement with Grupo
Grandioso and Jeffrey Schwartz, the managing member of Grupo Grandioso, pursuant
to which the Issuer acquired a portfolio of website domain names from Grupo
Grandioso (the “Assets”). In consideration for the Assets, the Issuer issued to
Grupo Grandioso a warrant to purchase 1,800,000 shares of Common Stock at an
exercise price of $1.25 per share (the “Warrant”) and an unsecured contingent
promissory note with an initial principal balance of $1,000,000.
Item
4. Purpose of Transaction.
This Schedule 13D is being filed to
report the acquisition by the Reporting Persons of the Warrant, which was issued
as partial consideration for the sale by Grupo Grandioso of the Assets, pursuant
to that certain Asset Purchase Agreement, dated as of December 2,
2008.
The Reporting Persons have no present
intention to sell or transfer a material amount of assets of the Issuer, make a
material change in the capitalization or dividend policy of the Issuer, make any
other material change in the Issuer’s business or corporate structure, or make a
change in the Issuer’s charter or bylaws, or otherwise have any present plans or
proposals which relate to or would result in any of the matters referred to in
Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a) and
(b)
As of the
date hereof, Grupo Grandioso is the beneficial owner of the Warrant to purchase
1,800,000 shares of Common Stock, representing approximately beneficial
ownership of 18.2% of the Common Stock of the Issuer.
Jeffrey
Schwartz, as managing member of Grupo Grandioso, may be deemed to be the
beneficial owner of the Warrant, as well as the underlying 1,800,000 shares of
Common Stock held by Grupo Grandioso, representing beneficial ownership of
approximately 18.2% of the Common Stock of the Issuer. Jeffrey
Schwartz disclaims beneficial ownership of the shares of Common Stock directly
and beneficially owned by Grupo Grandioso, except to the extent of his pecuniary interest therein.
The percentages used herein were
calculated based on 8,080,000 shares of Common Stock reported by the Issuer to
be issued and outstanding as of November 17, 2008 in the Issuer’s Quarterly
Report on Form 10-Q, as filed with the Securities and Exchange Commission on
November 18, 2008.
Each of
the Reporting Persons shares the power to vote or to direct the disposition of
these shares of Common Stock.
(c)
Except as described in this report, the Reporting Persons have not effected any
transaction in shares of the Common Stock during the 60 days preceding the date
hereof, or since the most recent filing on Schedule 13D.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
There are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons named in Item 2 hereof and any person with respect
to any securities of the Company, including but not limited to transfer or
voting of any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
Exhibits:
|
A
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Joint
Filing Agreement┼
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B
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Asset
Purchase Agreement, by and among Lateral Media, Inc., Grupo Grandioso, LLC
and Jeffrey Schwartz, dated as of December 2,
2008.*
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|
C
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Warrant,
issued to Grupo Grandioso, LLC, dated as of December 2,
2008.*
|
┼ Filed
herewith.
*
Incorporated by reference to that Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 8, 2008.
SIGNATURES
After
reasonable inquiry and to the best knowledge and belief of the undersigned, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 12,
2008
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GRUPO GRANDIOSO,
LLC |
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By:
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/s/ Jeffrey
Schwartz |
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Name:
Jeffrey Schwartz |
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Title: Managing
Member |
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Trinad Management,
LLC |
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/s/
Jeffrey Schwartz |
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Jeffrey
Schwartz |
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Exhibit
A
Joint
Filing Agreement
Pursuant
To Rule 13D-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: December 12,
2008
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GRUPO GRANDIOSO,
LLC |
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By:
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/s/ Jeffrey
Schwartz |
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Name:
Jeffrey Schwartz |
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Title: Managing
Member |
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Trinad Management,
LLC |
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/s/
Jeffrey Schwartz |
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Jeffrey
Schwartz |
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