CUSIP No. 704159 102
1.
Name of Reporting Person
I.R.S. Identification No. of Above Persons (entities only)
Daniel T. Zagorin
2.
Check the Appropriate Box if Member of a Group
3.
SEC Use Only
4.
Source of Funds
PF
5.
Check if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e)
6.
Citizenship or Place of Organization
Illinois, U.S.A.
7.
Sole Voting Power:
34,885,662
8.
Shared Voting Power: 0
9.
Sole Dispositive Power:
34,885,662 (1)
10.
Shared Dispositive Power:
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person: 34,885,662 (1)
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13.
Percent of Class Represented by Amount in Row (11):
13.57%
14
. Type of Reporting Person:
IN
Item 1. Security and Issuer
Praxsyn Corporation
855 El Camino Real, Suite 13A-184
Palo Alto, CA 94301
This statement is filed with respect to the shares of common stock, no par
value (the "Common Stock") of Praxsyn Corporation (the "Issuer"),
beneficially owned by Daniel T. Zagorin, indirectly through the Daniel T.
Zagorin Declaration of Trust dated November 2, 2006 as of May 19, 2014.
Item 2. Identity and Background
(a) Daniel T. Zagorin.
(b) 10 East Delaware Place, 26E
Chicago, IL 60611
(c) Present principal occupation: Futures trader
(d) During the last five years, Mr. Zagorin has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Mr. Zagorin was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was not 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.
(f) Mr. Zagorin is a U.S. citizen.
Item 3. Source and Amount of Funds or Other Consideration
Personal assets.
Item 4. Purpose of Transaction
Mr. Zagorin purchased the shares for investment purposes. Mr. Zagorin has no
plans or proposals which relate or would result in any of the following: (a)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries; (b) a sale or
transfer of a material amount of assets of the issuer or any of its
subsidiaries; (c) 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; (d) any material
change in the present capitalization or dividend policy of the issuer; (e)
any other material change in the issuer's business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940; (f) 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; (g) 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; (h) a class of equity
securities of the issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (i) any action similar to any of
those enumerated above. Mr. Zagorin intends from time to time, to acquire
additional securities of the issuer and/or dispose of securities of the
issuer in compliance with applicable laws, although he currently has no plans
or proposals to do so.
Item 5. Interest in Securities of the Issuer
Mr. Zagorin owns 34,885,662 shares (representing 13.7% of the outstanding
stock) indirectly through the Daniel T. Zagorin Declaration of Trust dated
November 2, 2006. Mr. Zagorin is the sole trustee of said trust. Mr.
Zagorin has the sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition of said shares. On March 17, 2014,
Mr. Zagorin purchased 7,441,584 shares of the Issuer's common stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer
Mr. Zagorin owns all of his shares indirectly through the Daniel T. Zagorin
Declaration of Trust dated November 2, 2006 I.R.S. Identification No. 320-54-
7541. Except for the aforesaid Trust, Mr. Zagorin has no other contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true,
complete, and correct.
Date: May 19, 2014
By:
/s/ Daniel T. Zagorin
Name: Daniel T. Zagorin
(1) From time to time since 2010, Mr. Zagorin purchased shares of the Issuer's
Common Stock (and an 8% convertible debenture due 2013), from the Issuer in
transactions pursuant to Regulation D that were exempt from the securities
registration requirements. In addition, Mr. Zagorin purchased shares of the
Issuer's Common Stock on the open market. On November 3, 2010, Mr. Zagorin
filed Form 3 disclosing ownership of 4,000,000 shares of Common Stock and an
8% Debenture convertible into Common Stock on September 13, 2013. On January
17, 2011, the 8% debenture was converted into 1,276,575 shares of the
Issuer's Common Stock. As of December 31, 2011, Mr. Zagorin owned 7,444,078
shares of Common Stock. As of December 31, 2012, Mr. Zagorin owned 27,444,078
shares of Common Stock. On March 17, 2014 Mr. Zagorin purchased 7,441,584
shares at a price of 6.7 cents per share. As of May 19, 2014, Mr. Zagorin
owns 34,885,662 shares of Common Stock, representing 13.57% of the
outstanding stock.
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