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bBooth, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

07331L 108

(CUSIP Number)

copy to: Clark Wilson LLP 900 - 885 West Georgia Street Vancouver, British Columbia, Canada  V6C 3H1 Tel: 604.687.5700 Fax: 604.687.6314

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 1, 2015

(Date of Event which Requires Filing of this Statement)

 

 

 

 

CUSIP No.

07331L 108

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Rory J. Cutaia
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)  [   ] (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
			23,057,298(1)
		8	SHARED VOTING POWER
			Nil
		9	SOLE DISPOSITIVE POWER
			23,057,298 (1)
		10	SHARED DISPOSITIVE POWER
			Nil
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,057,298 shares of common stock
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	[   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	35.9%(2)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

(1)

Of this number, 17,928,606 shares are held directly by Rory J. Cutaia, 3,603,600 shares are held indirectly by Cutaia Media Group Holdings, LLC and 810,092 shares are held indirectly by Jaymie Cutaia, Mr. Cutaia’s spouse.  Jaymie Cutaia also holds options to acquire 150,000 shares of the Issuer.  Rory J. Cutaia exercises investment power over the shares of common stock held by Cutaia Media Group Holdings, LLC and Jaymie Cutaia.  Rory J. Cutaia also holds options to acquire 565,000 shares of the Issuer.

 

(2)	Calculated based on the aggregate of 64,290,000 shares, which consists of 63,575,000 shares outstanding as of November 13, 2015, and 715,000 shares that may be acquired on exercise of stock options exercisable within sixty days, pursuant to Rule 13d-3 of the Act.

 

Item 1.  Security and Issuer

 

 

 

(a)	Name:  Rory J. Cutaia (the “Reporting Person”).

 

(b)	Residence or business address:  901 Hancock Avenue, Unit 308, West Hollywood, CA  90069.

 

(c)	The Reporting Person is the Chairman, President, Chief Executive Officer, Secretary, Treasurer and director of the Issuer and a citizen of the United States.

 

(d)	The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).

 

(e)

The Reporting Person has not, during the last five years, been 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.

 

 

 

 

 

 

 

	•	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
	•	an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
	•	a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
	•	any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
	•	any material change in the present capitalization or dividend policy of the Issuer;
	•	any other material change in the Issuer's business or corporate structure;
	•	changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
	•	causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
	•	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
	•	any action similar to any of those enumerated above.

 

(a)	The aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Person is 23,057,298 shares (including options to acquire 440,000 shares of the Issuer held by the Reporting Person and options to acquire 150,000 shares of the Issuer held by the Reporting Person’s spouse), or approximately 35.9% of outstanding common stock of the Issuer, based on the aggregate of 64,290,000 shares, which consists of 63,575,000 shares outstanding as of November 13, 2015, and 715,000 shares that may be acquired on exercise of stock options exercisable within sixty days, pursuant to Rule 13d-3 of the Act.
(b)	Rory J. Cutaia has the sole power to vote or direct the vote, and to dispose or direct the disposition of 23,057,298 shares of common stock of the Issuer.
(c)	The response to Item 3 is responsive to this Item.
(d)	Not applicable
(e)	Not applicable

 

 

 

10.1	Stock Option Agreement dated November 1, 2015 with Rory J. Cutaia.

 

 

 

Dated: January 11, 2016	/s/ Rory Cutaia                                   Signature
	Rory J. Cutaia