UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Grant Ventures, Inc.
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(Names of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
38822R20
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(Cusip Number)
Copies to:
James C. Lewis, Esq.
JAMES C. LEWIS, L.C.
10 West 100 South #615
Salt Lake City, UT 84101
(801) 994-3846
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 30, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 19 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. 38822R20 Page 2 of 5
1. Name of Reporting Persons I.R.S. Identification Nos. of above persons
(entities only).
Mitchell T. Godfrey
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2. Check the Appropriate Box if a Member of a Group (See Instructions).
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds
OO
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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NUMBER OF 7. Sole Voting Power 3,571,050
SHARES
BENEFICIALLY 8. Shared Voting Power 0
OWNED BY
EACH 9. Sole Dispositive Power 3,571,050
REPORTING
PERSON 10. Shared Dispositive Power 0
WITH:
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,571,050
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11) 6.3%
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14. Type of Reporting Person IN
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CUSIP No. 38822R20 Page 3 of 5
This Schedule 13D is being filed by Mitchell T. Godfrey (the "Reporting
Person").
Except as expressly otherwise set forth in this Schedule 13D, the
Reporting Person disclaims beneficial ownership of the shares of Common Stock
(as defined below) beneficially owned by any other Reporting Person or any
other person.
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock, $0.001 par value per
share (the "Common Stock"), of Grant Ventures, Inc., a Nevada corporation (the
"Company"). The address of the principal executive office of the Company is
56 West 400 South, Suite 220, Salt Lake City, Utah 84101.
Item 2. Identity and Background
Mitchell T. Godfrey, a United States citizen, is a greater than 5%
shareholder of the Company; he is not an officer or director of the Company.
The principal business address of Mitchell T. Godfrey is P.O. Box 10206,
Bozeman, Montana 59719.
During the last five years, the Reporting Person has not been: (i)
convicted in a criminal proceeding (excluding traffic violations and 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.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock held of record by the Reporting Person were
acquired as a result of the merger transaction described below in Item 4.
Item 4. Purpose of Transaction
The Reporting Person acquired the shares of Common Stock of the Company
as a result of a merger transaction. On July 6, 2004, the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Impact
Acquisition Corporation, a Utah corporation, which is a wholly owned
subsidiary of the Company ("Merger Sub"), and Impact Diagnostics, Inc., a Utah
corporation, ("IDI"). Pursuant to the Merger Agreement, Merger Sub merged with
IDI, and IDI remained as the surviving corporation and a wholly owned
subsidiary of the Company (the "Merger").
Upon the consummation of the Merger on July 30, 2004, each issued and
outstanding common share of IDI (other than shares of IDI to be canceled in
accordance with the Agreement) was converted into the right to receive one (1)
share of the Company's common stock, par value $0.001 per share (the "Merger
Consideration"). In addition, each option to purchase one share of
CUSIP No. 38822R20 Page 4 of 5
common stock of IDI was converted into the right to receive an option to
purchase one share of the Company's common stock.
Following completion of the Merger, Stan Yakatan who was the CEO of IDI,
was appointed Chief Executive Officer and President of the Company. John
Wilson was appointed as CFO and Michael Ahlin and Dr. Mark Rosenfeld were
appointed as Vice-Presidents of the Company the same positions they held
with IDI prior to the Merger.
Also as part of the Merger, Stan Yakatan, Michael Ahlin, Jack Levine,
Eric Wilkinson, Kevin Crow and Mark Rosenfeld were appointed to the Board of
Directors of the Company and Pete Wells and Geoff Williams resigned from the
Company's board. The Company intends to appoint a seventh member to its Board
of Directors in the future.
Except as described herein, the Reporting Person does not presently have
any plans or proposals that relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a-b) Mitchell T. Godfrey is the beneficial owner of an aggregate of
3,571,050 shares of Common Stock, which constitutes approximately 6.3% of the
issued and outstanding shares of Common Stock as of the date hereof. The
number of shares beneficially owned by Mitchell T. Godfrey consists of
3,571,050 shares of Common Stock held of record by Mitchell T. Godfrey, over
which he has sole voting and dispositive power.
(c) Except as described in Item 4, the Reporting Person has not
effected any transactions in the Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Person is not party or subject to any contracts,
arrangements, understandings or relationships with respect to the securities
of the issuer.
Item 7. Material to be Filed as Exhibits
Exhibit A.: Agreement and Plan of Merger (the "Merger Agreement"), dated
as of July 6, 2004, between the Company, Impact Acquisition Corporation and
Impact Diagnostics, Inc. [Filed as an Exhibit to the Company's current report
on Form 8-K filed with the Commission on July 7, 2004 and incorporated by
reference herein].
CUSIP No. 38822R20 Page 5 of 5
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Schedule 13D is
true, complete and correct.
Date: August 10, 2004 /s/ Mitchell T. Godfrey
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Mitchell T. Godfrey