SC 13G/A 1 v465064_sc13ga.htm SCHEDULE 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KIBUSH CAPITAL CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
49374X102
(CUSIP Number)
April 7, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 . 49374X102 Page 2 of 5
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
GPL Ventures LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES 5 SOLE VOTING POWER 47,000,000
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 47,000,000
PERSON
WITH: 8 SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12
TYPE OF REPORTING PERSON
CO
CUSIP No . 49374X102 Page 3 of 5
Item 1(a). Name of Issuer:
KIBUSH CAPITAL CORP
Item 1(b). Address of Issuer’s Principal Executive Offices:
5635 N Scottsdale Rd. Suite 170
Scottsdale, AZ 85250
Item 2(a). Name of Person Filing:
GPL Ventures LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Penn Plaza, STE 6196
New York, NY 10119
Item 2(c). Citizenship:
Incorporated under the laws of the state of Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
49374X102
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
.
(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
CUSIP No . 49374X102 Page 4 of 5
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
47,000,000
(b) Percent of class:
9.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
47,000,000
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
47,000,000
(iv) Shared power to dispose or to direct the disposition of
0
CUSIP No . 49374X102 Page 5 of 5
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Date: April 25, 2017
Signature: /s/ Alexander Dillon
Name: Alexander Dillon
Title: Managing Partner
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
KIBUSH CAPITAL CORP
(Name of Issuer)
Common Stock
(Title of Class of Securities)
49374X102
(CUSIP Number)
April 7, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 . 49374X102 Page 2 of 5
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
GPL Ventures LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES 5 SOLE VOTING POWER 47,000,000
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 47,000,000
PERSON
WITH: 8 SHARED DISPOSITIVE POWER
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12
TYPE OF REPORTING PERSON
CO
CUSIP No . 49374X102 Page 3 of 5
Item 1(a). Name of Issuer:
KIBUSH CAPITAL CORP
Item 1(b). Address of Issuer’s Principal Executive Offices:
5635 N Scottsdale Rd. Suite 170
Scottsdale, AZ 85250
Item 2(a). Name of Person Filing:
GPL Ventures LLC
Item 2(b). Address of Principal Business Office or, if None, Residence:
One Penn Plaza, STE 6196
New York, NY 10119
Item 2(c). Citizenship:
Incorporated under the laws of the state of Delaware
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
49374X102
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-
. (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
CUSIP No . 49374X102 Page 4 of 5
(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
47,000,000
(b) Percent of class:
9.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
47,000,000
(ii) Shared power to vote or to direct the vote
0
(iii) Sole power to dispose or to direct the disposition of
47,000,000
(iv) Shared power to dispose or to direct the disposition of
0
CUSIP No . 49374X102 Page 5 of 5
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Date: April 25, 2017
Signature: /s/ Alexander Dillon
Name: Alexander Dillon
Title: Managing Partner
