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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNIVERSE2U INC.
NAME OF ISSUER
COMMON STOCK $.00001 PAR VALUE
TITLE OF CLASS OF SECURITIES
914019 10 4
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CUSIP NUMBER
Kim Allen
Chief Executive Officer
Universe2U Inc.
30 West Beaver Creek Road
Suite 109
Richmond Hill, ON Canada L4B 3K1
(905) 881-3284
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NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
January 5, 2001*
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DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
* On January 5, 2001, the Company's Registration Statement on Form 8-A12G
became effective with respect to the Company's securities under Section 12(g) of
the Securities Exchange Act of 1934, as amended.
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with this statement. [ ]
1. Name of Reporting Persons Angelo Boujos
Tax Identification Number Not Applicable, Canadian National
Josie Boujos
Tax Identification Number Not Applicable, Canadian National
Josie Boujos, in trust
Tax Identification Number Not Applicable, Canadian Trust
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2. Check the Appropriate Box if a Member (a) ( )
of a Group. (See instructions) (b) ( )
3. SEC Use Only
4. Source of Funds PF
5. Check if Disclosure of Legal Proceedings
is Required pursuant to Items 2(d) or 2 (e) ( )
6. Citizenship or Place of Organization Canada
(7) Sole Voting Power 12,612,400
Number of Shares Beneficially (8) Shared Voting Power --
Owned by Each Reporting Person (9) Sole Dispositive Power 12,612,400
With: (10) Shared Dispositive --
Power
11. Aggregate Amount Beneficially Owned
By Each Reporting Person 12,612,400
12. Check if the Aggregate Amount
in Row 11 Excludes Certain Shares ( )
13. Percent of Class Represented
by Amount in Row 11 34.3%
14. Type of Reporting Person IN
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
common stock, $0.00001 par value (the "Stock"), of Universe2U Inc., a Nevada
corporation (the "Company"). The executive offices of Universe2U Inc. are
located at 30 West Beaver Creek Road, Suite 109, Richmond Hill, Ontario.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Angelo Boujos, Josie Boujos and Josie Boujos, in
trust (collectively "Angelo and Josie Boujos"). The address of Angelo and Josie
Boujos is c/o Universe2U Inc., 30 West Beaver Creek Road, Suite 109, Richmond
Hill, Ontario.
Angelo Boujos is the founder and Chairman of the Company. Josie Boujos is
the spouse of Angelo Boujos.
During the last five years, neither of Angelo nor Josie Boujos have been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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.
Both Angelo and Josie Boujos are citizens of Canada.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 24, 2000, the Company declared a 19:1 stock dividend. All
disclosures set forth below reflect adjustment for such stock dividend.
On May 11, 2000, a change of control occurred with respect to the stock
ownership of Paxton Mining Corporation, a Nevada corporation ("Paxton"), the
predecessor of the Company. The change of control was effected in a third party
purchase of stock involving the transfer of substantially all of Paxton's
outstanding Common Stock, par value $.00001 per share (the "Paxton Common
Stock") to investors led by First Union Asset Management Ltd. The change of
control was made in connection with Paxton's subsequent acquisition of
Universe2U Inc., an Ontario corporation (the "Ontario Company"). Following the
foregoing third party purchase of Paxton Common Stock and as a condition of
Paxton's acquisition of the Ontario Company, 250,000 shares of exchangeable
securities of a wholly owned special purpose acquisition subsidiary of Paxton
were issued to the stockholders of the Ontario Company in exchange for all of
the outstanding stock of the Ontario Company. Prior to the acquisition of the
Ontario Company, Mr. Boujos had advanced approximately $429,000 to the Ontario
Company. Mr. Boujos entered into an agreement dated as of June 9, 2000, to
convert all of such amount to 100,000 shares of common stock at a purchase price
of $4.29 per share. On May 11, 2000, the Company changed its name from Paxton
to Universe2U Inc. After giving effect to the foregoing transactions, as of
January 5, 2001, Angelo and Josie Boujos beneficially own 12,612,400 shares of
common stock of the Company.
The aggregate beneficially owned stock ownership in the Company of Angelo
and Josie Boujos include the following: 4,600,000 shares of common stock held
of record by Mr. Boujos and 2,500,000 shares of common stock issuable upon
exercise of securities exchangeable for shares of common stock of the company
which were issued by the Ontario Subsidiary of the Company; 3,950,000 shares of
common stock held by Josie Boujos and 750,000 shares of common stock issuable
upon exchange of securities exchangeable for shares of common stock of the
Company which were issued to Josie Boujos by the Ontario Subsidiary of the
Company; 312,400 shares of common stock held in a trust for the benefit of Josie
Boujos over which Mr. Boujos has voting control, and 500,000 shares of common
stock issuable upon exchange of securities exchangeable for shares of common
stock of the Company which were issued by the Ontario Subsidiary of the Company
held in a trust for the benefit of Josie Boujos over which Mr. Boujos has voting
control. All of the securities beneficially owned by Angelo and Josie Boujos
were paid for with personal funds.
ITEM 4. PURPOSES OF TRANSACTION.
The acquisition of stock reported herein was made on the dates referenced
above to obtain a controlling equity interest in the Company. Angelo and Josie
Boujos intend from time to time, depending upon market conditions, the state of
affairs of the Company and of the business in which it is engaged and other
factors, to acquire additional shares of stock subject to applicable laws, and
Angelo and Josie Boujos may determine to sell all or a portion of the shares of
stock that they now own or hereafter may acquire. Angelo and Josie Boujos intend
to continue to consider their equity interest in the Company and reserve the
right to formulate such plans or proposals, and to take such action, as may seem
appropriate in the circumstances existing at any future date.
Except as set forth above, neither Angelo nor Josie Boujos have any present
plans or proposals which would result in or relate to any of the
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transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) At the close of business on January 5, 2001, Angelo and Josie Boujos
beneficially owned 12,612,400 shares of Stock, or approximately 34.3% of the
36,758,500 outstanding shares of Company common stock.
(b) Angelo and Josie Boujos have sole voting and dispositive power with
respect to 12,612,400 of the shares of Stock disclosed in Item 5(a) above.
(c) Angelo and Josie Boujos have not sold any shares of the Company during
the past sixty days.
(d) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships (legal
or otherwise) among Angelo and Josie Boujos and any other person with respect to
any securities of the issuer.
There are no securities that are pledged or otherwise subject to a
contingency, the occurrence of which would give another person voting power or
investment power over such securities.
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 9, 2001
/s/ Angelo Boujos
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ANGELO BOUJOS
/s/ Josie Boujos
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JOSIE BOUJOS
JOSIE BOUJOS, IN TRUST
/s/ Angelo Boujos
By: --------------------------
Name: Angelo Boujos
Title: Trustee
