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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PASW,
Inc.
(Name of Issuer)
Common
Stock, $0.00001 par value
(Title of Class of Securities)
693153108
(CUSIP Number)
July 5, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o 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. |
693153108 |
Page | 2 |
of | 8 |
| 1 | NAMES OF REPORTING PERSONS: Blue Screen LLC |
||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| Delaware | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 0 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 4,981,915 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 0 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 4,981,915 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 4,981,915 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 5.33% (Based upon 93,479,048 shares of Common Stock issued and outstanding as of July 5, 2007. See PASW Form 8-K dated July 5, 2007, p.45.) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| OO | |||||
CUSIP No. |
693153108 |
Page | 3 |
of | 8 |
| 1 | NAMES OF REPORTING PERSONS: Nicholas Sheridan Lewin |
||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| U.S. Citizen | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 311,370 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 4,981,915 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 311,370 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 4,981,915 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 5,293,285 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 5.66% (Based upon 93,479,048 shares of Common Stock issued and outstanding as of July 5, 2007. See PASW Form 8-K dated July 5, 2007, p.45.) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| IN | |||||
| CUSIP NO. 693153108 | 13G | Page 4 of 8 |
Item 1.
| (a) | Name of Issuer | ||
| PASW Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices | ||
| 5615 Scotts Valley Drive, Suite 110 Scotts Valley, CA 95066 |
Item 2.
| (a) | Name of Person Filing | ||
| (b) | Address of Principal Business Office or, if none, Residence | ||
| (c) | Citizenship | ||
| Blue Screen LLC 7663 Fisher Island Drive Miami, FL 33109 Delaware LLC |
|||
| Nicholas Sheridan Lewin 3 West 57th Street, 8th Floor New York, NY 10019 U.S. Citizen |
|||
| (d) | Title of Class of Securities | ||
| Common Stock | |||
| (e) | CUSIP Number | ||
| 693153108 |
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) | o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | ||
| (e) | o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||
| (h) | o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | o 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 (15 U.S.C. 80a-3); | ||
| (j) | o Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. þ
| CUSIP NO. 693153108 | 13G | Page 5 of 8 |
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: Incorporated by reference to Item 9 of the cover page pertaining to each reporting person. | ||
| (b) | Percent of class: Incorporated by reference to Item 11 of the cover page pertaining to each reporting person. | ||
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: Incorporated by reference to Item 5 of the cover page pertaining to each reporting person. | ||
| (ii) | Shared power to vote or to direct the vote: Incorporated by reference to Item 6 of the cover page pertaining to each reporting person. | ||
| (iii) | Sole power to dispose or to direct the disposition of: Incorporated by reference to Item 7 of the cover page pertaining to each reporting person. | ||
| (iv) | Shared power to dispose or to direct the disposition of: Incorporated by reference to Item 8 of the cover page pertaining to each reporting person. |
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
| CUSIP NO. 693153108 | 13G | Page 6 of 8 |
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.
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 this 16th day of July, 2007
BLUE SCREEN LLC
By:
|
/s/ Nicholas Sheridan Lewin | |||||||
| Name: | Nicholas Sheridan Lewin | |||||||
| Title: | Managing Member | |||||||
| NICHOLAS SHERIDAN LEWIN | ||||||||
| /s/ Nicholas Sheridan Lewin | ||||||||
| Nicholas Sheridan Lewin | ||||||||
The original statement shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of
the representative’s authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
| Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) |
| CUSIP NO. 693153108 | 13G | Page 7 of 8 |
| INDEX TO EXHIBITS | PAGE | |||
EXHIBIT 1: Agreement to Make a Joint Filing |
8 | |||
| CUSIP NO. 693153108 | 13G | Page 8 of 8 |
EXHIBIT 1 TO SCHEDULE 13G
JULY 16, 2007
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, BLUE
SCREEN LLC and NICHOLAS SHERIDAN LEWIN each hereby agree to the joint filing of this statement on
Schedule 13G (including any and all amendments hereto). In addition, each party to this Agreement
expressly authorizes each other party to this Agreement to file on its behalf any and all
amendments to such Statement on Schedule 13G. A copy of this Agreement shall be attached as an
exhibit to the Statement on Schedule 13G filed on behalf of each of the parties hereto, to which
this Agreement relates.
This Agreement may be executed in multiple counterparts, each of which shall constitute an
original, one and the same instrument.
BLUE SCREEN LLC
By:
|
/s/ Nicholas Sheridan Lewin | |||||||
| Name: | Nicholas Sheridan Lewin | |||||||
| Title: | Managing Member | |||||||
| NICHOLAS SHERIDAN LEWIN | ||||||||
| /s/ Nicholas Sheridan Lewin | ||||||||