sch13d-amd5.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Amendment
No. 5
PETROHUNTER
ENERGY CORPORATION
(Name of
Issuer)
Common
Stock, $0.001 par value
(Title of
Class of Securities)
71649T
10 4
(CUSIP
Number)
Fay
M. Matsukage
455
Sherman Street, Suite 300, Denver, CO 80203
(303)
777-3737
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
October
23, 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 [ ].
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).
CUSIP
No. 71649T 10
4 Page 2 of
7
SCHEDULE
13D
1
|
NAME
OF REPORTING
PERSONS MAB Resources
LLC
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [X]
(See
Instructions)
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
84,425,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
84,425,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
84,425,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
[
]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 2
OF 7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP
No. 71649T 10
4 Page 3 of
7
SCHEDULE
13D
1
|
NAME
OF REPORTING
PERSONS BioFibre Technology
International Inc.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [X]
(See
Instructions)
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Maryland,
USA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
2,000,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
2,000,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
[
]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
|
14
|
TYPE
OF REPORTING PERSON*
CO
|
INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 3
OF 7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP
No. 71649T 10
4 Page 4 of
7
SCHEDULE
13D
1
|
NAME
OF REPORTING
PERSONS Marc A.
Bruner
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) [X]
(See
Instructions)
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED
STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
86,425,000
|
8
|
SHARED
VOTING POWER
0
|
9
|
SOLE
DISPOSITIVE POWER
86,425,000
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
128,575,000
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
[
]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
|
14
|
TYPE
OF REPORTING PERSON*
IN
|
INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 4
OF 7
(INCLUDING
EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
CUSIP
No. 71649T 10
4 Page 5 of
7
Item
1. Security and Issuer.
This
statement on Schedule 13D (this “Statement”) relates
to the Common Shares, $0.001 par value (“Common Shares”), of
PetroHunter Energy Corporation, a Maryland corporation (the “Issuer”). The
address of the principal executive office of the Issuer is 1600 Stout Street,
Suite 450, Denver Colorado 80202.
Item
2. Identity and
Background.
MAB Resources
LLC:
(a) Name: MAB
Resources LLC
(b) Present
principal occupations: N/A
(c) Address
of principal office: 1875 Lawrence Street, Suite 1400, Denver,
Colorado 80202
(d) Conviction
in a criminal proceeding: no
(e) Violations
of federal or state securities laws: no
(f) Citizenship: Delaware,
USA
BioFibre Technology
International Inc.:
(a) Name: BioFibre
Technology International Inc. (formerly MABio Materials
Corporation)
(b) Present
principal occupations: N/A
(c) Address
of principal office: 1875 Lawrence Street, Suite 1400, Denver,
Colorado 80202
(d) Conviction
in a criminal proceeding: no
(e) Violations
of federal or state securities laws: no
(f) Citizenship: Maryland,
USA
Marc A.
Bruner:
(a) Name: Marc
A. Bruner
(b)
|
Present
principal occupations: President, Chief Executive Officer and
Chairman of the Board of Falcon Oil & Gas Ltd.; sole director and
executive officer of BioFibre Technology International Inc., member of MAB
Resources LLC
|
(c) Address
of principal office: 1875 Lawrence Street, Suite 1400, Denver,
Colorado 80202
(d) Conviction
in a criminal proceeding: no
(e) Violations
of federal or state securities laws: no
(f) Citizenship: USA
CUSIP
No. 71649T 10
4 Page 6 of
7
Item
3. Source and Amount of Funds or Other
Consideration.
MAB
Resources and BioFibre Technology International initially had shares in GSL
Energy Corporation, which were acquired with working capital and personal
funds. Effective May 12, 2006, GSL Energy Corporation merged with and
into a subsidiary of the Issuer. As a result, MAB Resources and
BioFibre Technology International Inc. acquired 68,000,000 Common Shares and
2,000,000 Common Shares, respectively. In May 1, 2007, the Issuer
issued 50,000,000 Common Shares to MAB Resources in consideration for the
transfer of MAB Resources’ working interest in certain oil and gas properties, a
revised overriding royalty interest in such properties and MAB Resources’
agreement to forego monthly capital cost advances.
MAB
Resources returned 10,000,000 options to the Issuer on July 17, 2007 and sold
5,000,000 shares on October 17, 2007. On October 29, 2007, MAB
Resources acquired 25,000,000 shares from the Issuer in consideration for the
relinquishment of a right to receive up to 50,000,000 performance-based
shares. On November 15, 2007, MAB Resources received 16,000,000
shares and two-year warrants to purchase 32,000,000 shares at $0.50 per share as
payment against a promissory note. The payment was valued at
$8,000,000.
On March
31, 2008, MAB Resources sold 30,000,000 shares. MAB Resources sold an
additional 125,000 shares on July 2, 2008. On July 31, 2008, MAB
Resources distributed 25,000,000 shares to Marc A. Bruner. Mr. Bruner
transferred those shares to his wife, who then contributed them to Bruner Family
Trust UTD March 28, 2005. Mr. Bruner does not have any
beneficial ownership interest in Bruner Family Trust. Mr. Bruner's wife is
a beneficiary of Bruner Family Trust, but has no right to vote or dispose of the
shares held by the Trust.
MAB
Resources has made the following sales: 200,000 shares on October 16,
2008, 4,000,000 shares on October 23, 2008, 2,500,000 shares on December 4,
2008; 3,000,000 shares on January 7, 2009, and 7,750,000 shares on April 23,
2009.
Item
4. Purpose of Transaction.
MAB
Resources and BioFibre Technology International have ongoing oil and natural gas
business relations with the Issuer and acquired these interests in the Issuer as
a result of the merger of GSL Energy Corporation being merged with and into a
subsidiary of the Issuer. Neither MAB Resources LLC nor BioFibre
Technology International Inc. presently has any plan and is not considering any
proposal that relates or would result in any of the actions enumerated in Item 4
of Schedule 13D. MAB Resources LLC and/or BioFibre Technology
International Inc. may form such a plan or proposal in the future.
Item
5. Interest in Securities of the
Issuer.
(a)
|
As
December 31, 2009, MAB Resources is the record owner of 81,425,000 Common
Shares of the Issuer. As of December 31, 2009, BioFibre
Technology International is the record owner of 2,000,000 Common Shares of
the Issuer. As of December 31, 2009, MAB Resources held
exercisable options to acquire 3,000,000 Common Shares of the
Issuer. As of December 31, 2009, MAB Resources, BioFibre
Technology International and Mr. Bruner as a group had a beneficial
interest in 86,425,000 Common Shares of the Issuer
(22.5%).
|
(b)
|
As
of December 31, 2009, MAB Resources had sole power to vote and dispose of
84,425,000 Common Shares. As of December 31, 2009, BioFibre
Technology International had sole power to vote and dispose of 2,000,000
Common Shares.
|
(c)
|
During
the sixty-day period preceding the filing of this Schedule 13D, there were
no transactions in the Issuer’s Common Shares other than as described
above in Item 3.
|
(d)
|
No
other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, Common
Shares beneficially owned by Mr.
Bruner.
|
(e)
|
Mr.
Bruner continues to be the beneficial owner of more than five percent of
the Issuer’s outstanding Common
Shares.
|
CUSIP
No. 71649T 10
4 Page 7 of
7
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
MAB
Resources and the Issuer entered into a stock option agreement, effective as of
August 10, 2005, pursuant to which MAB Resources has the option to acquire
13,000,000 Common Shares of the Issuer for an exercise price of $0.50 per
share. 20% of the option was exercisable on each of August 10, 2005
and 2006, and 20% of the option becomes exercisable on each of August 10, 2007,
2008 and 2009. MAB Resources returned 10,000,000 options to the Issuer on July
17, 2007
Item
7. Material to be Filed as
Exhibits.
Exhibit
No. Description
99.1 Option
Agreement, effective August 10, 2005, between MAB Resources and the Issuer1
99.2
|
Acquisition
and Consulting Agreement between MAB Resources LLC and PetroHunter Energy
Corporation Effective January 1, 20072
|
1 Filed
as an exhibit with the initial filing of this Schedule 13D.
2 Filed
as an exhibit with Amendment No. 1 to Schedule 13D.
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.
|
MAB Resources
LLC |
|
|
|
|
|
February
18, 2010
|
By:
|
/s/ Marc
A. Bruner |
|
|
|
Marc
A. Bruner |
|
|
|
|
|
|
|
|
|
|
BioFibre
Technology International Inc. |
|
|
|
|
|
|
By: |
/s/
Marc A. Bruner |
|
|
|
Marc
A. Bruner |
|
|
|
|
|
|
|
|
|
|
|
/s/
Marc A. Bruner |
|
|
|
Marc
A. Bruner |
|