SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G

 

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934¹

 

 

 

 

 

 

 

 

 

 

 

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

 

 

 

 

 

 

 

 

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¹  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 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).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1140 West Pender Street

Vancouver, BC  V6E4G1

 

vii)          Sanjeev Parsad

                Suite 1620, Box 36

1140 West Pender Street

Vancouver, BC  V6E4G1

 

 

 

 

 

 

 

 

 

Common Stock

 

 

15930P107

 

 

                (a)                                       Broker or dealer registered under Section 15 of the Act;

 

                (b)                                       Bank as defined in Section 3(a)(6) of the Act;

                (c)                                       Insurance Company as defined in Section 3(a)(19) of the Act;

                (d)                                       Investment Company registered under Section 8 of the Investment Company Act;

                (e)                                       Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

                (f)                                        Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

                (g)                                       Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

                (h)                                       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

                (i)                                        A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

                (j)                                        Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

                                  x            If this statement is filed pursuant to Rule 13d-1(c), check this box.

 

 

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 

 

 

 

See Item 9 on the cover page

 

 

See Item 11 on the cover page

 

 

 

 

 

 

 

 

 

 

 

As of January 5, 2011, (i) MPIC Fund I, LP directly owned 23,730 shares of common stock; (ii) MPIC Canadian Limited Partnership directly owned 1,404 shares of common stock; and (iii) Corner Market Capital U.S., Inc. directly owned 0 shares of common stock. Corner Market Capital U.S., Inc. is the general partner of MPIC Fund I, LP. Corner Market Management Inc. is the general partner of MPIC Canadian Limited Partnership. Corner Market Capital U.S., Inc. and Corner Market Management Inc. are both wholly owned subsidiaries of Corner Market Capital Corporation. The foregoing should not be construed in and of itself as an admission by any reporting person as to the beneficial ownership of shares of common stock owned by another reporting person.

 

Corner Market Capital Corporation, which has, indirectly through its subsidiaries Corner Market Capital U.S., Inc. and Corner Market Management Inc., the power to vote or to direct the vote, and to dispose or to direct the disposition of, and may be deemed to beneficially own, the 25,134 shares of common stock owned by MPIC Fund I, LP, MPIC Canadian Limited Partnership and Corner Market Capital U.S., Inc. Alnesh Mohan and Sanjeev Parsad as executive officers of Corner Market Capital Corporation may be deemed to be the beneficial owners of all shares of common stock owned by MPIC Fund I, LP, MPIC Canadian Limited Partnership and Corner Market Capital U.S., Inc. Each of Corner Market Capital Corporation, Corner Market Management Inc., Alnesh Mohan and Sanjeev Parsad hereby disclaims beneficial ownership to such shares of common stock, except to the extent of their pecuniary interest therein.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).

 

 

If the 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 x.

 

 

Corner Market Capital U.S., Inc., as the general partner of MPIC Fund I, LP, has the power to direct the affairs of MPIC Fund I, LP, including the voting and disposition of shares. Corner Market Management Inc., as the general partner of MPIC Canadian Limited Partnership, has the power to direct the affairs of MPIC Canadian Limited Partnership, including the voting and disposition of shares. As the parent of Corner Market Capital U.S., Inc. and of Corner Market Management Inc., Corner Market Capital Corporation has the power to direct the affairs of Corner Market Capital U.S., Inc. and Corner Market Management Inc. Alnesh Mohan and Sanjeev Parsad, as executive officers of Corner Market Capital Corporation direct the operations of Corner Market Capital Corporation.

 

 

 

 

N/A

 

 

 

 

 

 

 

N/A

 

 

N/A

 

 

 

 

 

 

 

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.

 

 

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: January 5, 2011

 

 

 

 

 

 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Chanticleer Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

Dated: January 5, 2011