SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Biolargo, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

51827W103

(CUSIP Number)

December 31, 2009

(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)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 



 

CUSIP No. 51827W103

 

 

1.

Names of Reporting Persons
Augustine Fund, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0%

 

 

12.

Type of Reporting Person*
PN

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2



 

CUSIP No. 51827W103

 

 

1.

Names of Reporting Persons
Augustine Capital Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0%

 

 

12.

Type of Reporting Person*
OO

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

3



 

CUSIP No. 51827W103

 

 

1.

Names of Reporting Persons
John T. Porter

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0%

 

 

12.

Type of Reporting Person*
IN

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

4



 

CUSIP No. 51827W103

 

 

1.

Names of Reporting Persons
Brian D. Porter

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0%

 

 

12.

Type of Reporting Person*
IN

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

5



 

CUSIP No. 51827W103

 

 

1.

Names of Reporting Persons
Thomas F. Duszynski

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
-0-

 

6.

Shared Voting Power
-0-

 

7.

Sole Dispositive Power
-0-

 

8.

Shared Dispositive Power
-0-

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
-0-

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

 

 

11.

Percent of Class Represented by Amount in Row 9
0%

 

 

12.

Type of Reporting Person*
IN

 


*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

6



 

This Schedule 13G is filed with respect to the common stock of Biolargo, Inc., a corporation organized under the laws of the state of Delaware.

 

Item 1(a)

Name of Issuer:
Biolargo, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:
2603 Main St., Suite 1155

Irvine, CA 92614

 

Item 2(a)

Name of Person Filing:
Augustine Fund, L.P.

Augustine Capital Management, LLC

John T. Porter

Brian D. Porter

Thomas F. Duszynski

Item 2(b)

Address of Principal Business Office, or if none, Residence:
The business address of each person filing is 141 West Jackson Boulevard, Suite 2182, Chicago, IL 60604

Item 2(c)

Citizenship:
Augustine Fund, L.P. is an Illinois limited partnership;

Augustine Capital Management, LLC is a Delaware limited liability company;

John T. Porter, Brian D. Porter and Thomas F. Duszynski are all United States citizens and residents of the state of Illinois

Item 2(d)

Title of Class of Securities:
Common Stock

Item 2(e)

CUSIP Number:
51827W103

 

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:

 

Not Applicable

 

7



 

Item 4

Ownership:

Augustine Fund, L.P. (“Augustine”) may be deemed to share power to vote and dispose of the shares owned of record with its general partner Augustine Capital Management (“Augustine Capital”) and with the controlling members, directors and officers of Augustine Capital, all of whom are John T. Porter, Brian D. Porter and Thomas F. Duszynski.  Shares owned of record by Augustine may be deemed to be beneficially owned by any or all of Augustine, Augustine Capital, John T. Porter, Brian D. Porter and Thomas F. Duszynski (collectively, the “Group Members”).

 

(a)

Amount beneficially owned:   

The Group Members no longer own any shares of the Issuer’s Common Stock..

 

(b)

Percent of class:   

The Group Members beneficially own 0% of the shares of the Issuer’s Common Stock.

 

(c)

Each of the Group Members has the number of shares listed below as to which each such Group Member has:

 

 

 

(i)

Sole power to vote or to direct the vote   

-0-

 

 

(ii)

Shared power to vote or to direct the vote    

-0-

 

 

(iii)

Sole power to dispose or to direct the disposition of   

-0-

 

 

(iv)

Shared power to dispose or to direct the disposition of   

-0-

 

Item 5

Ownership of Five Percent or Less of a Class;

If this 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 5 percent of the class of securities, check the following   x

 

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:

See Attached Exhibit A – Joint Filing Agreement

 

Item 9

Notice of Dissolution of Group:

Not Applicable

 

8



 

Item 10

Certification:

By signing below we certify that, to the best of our 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 and effect.

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: February 16, 2010

 

 

 

 

 

 

AUGUSTINE FUND, L.P.

 

 

 

By:

AUGUSTINE CAPITAL MANAGEMENT, LLC

 

 

General Partner

 

 

 

By:

/s/John T. Porter

 

 

John T. Porter, President

 

 

 

 

 

AUGUSTINE CAPITAL MANAGEMENT, LLC

 

 

 

By:

/s/John T. Porter

 

 

John T. Porter, President

 

 

 

 

 

/s/John T. Porter

 

John T. Porter

 

 

 

 

 

/s/Brian D. Porter

 

Brian D. Porter

 

 

 

 

 

/s/ Thomas F. Duszynski

 

Thomas F. Duszynski

 

9



 

EXHIBIT A

JOINT FILING AGREEMENT

 

Pursuant to Rule 13-d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13G to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

 

Date: February 16, 2010

 

 

 

 

AUGUSTINE FUND, L.P.

 

 

 

By:

AUGUSTINE CAPITAL MANAGEMENT, LLC

 

 

General Partner

 

 

 

By:

/s/John T. Porter

 

 

John T. Porter, President

 

 

 

 

 

AUGUSTINE CAPITAL MANAGEMENT, LLC

 

 

 

By:

/s/John T. Porter

 

 

John T. Porter, President

 

 

 

 

 

/s/John T. Porter

 

John T. Porter

 

 

 

 

 

/s/Brian D. Porter

 

Brian D. Porter

 

 

 

 

 

/s/Thomas F. Duszynski

 

Thomas F. Duszynski

 

10