Item
1. Security and Issuer
This
Schedule 13D (the “
Schedule 13D
”)
relates to the common stock of Xsovt Brands, Inc., a Nevada corporation f/k/a
RxBids (the “Company”). The principal executive office of the Company is
located at 18-B Neal Court, Oceanside, NY 89169.
Item
2. Identity and Background
This
Schedule13D is filed on behalf of Avi Koschitzki, Brenda Koschitzki and The
Koschitzki Children’s Trust (the “Reporting Persons”).
The
business address of the Reporting Persons is 18-B Neal Court, Oceanside, NY
89169.
Avi
Koschitzki is the President, Chief Executive Officer, Secretary and director of
the Company. Brenda Koschitzki’s is currently employed as a
nurse. Avi Koschitzki is the sole trustee of the The Koschitzki
Children’s Trust.
The
Reporting Persons have not, during the last five (5) years, been convicted in a
criminal proceeding (excluding traffic violation or similar
misdemeanors).
The
Reporting Persons have not, during the last five (5) years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, 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.
Avi
Koschitzki and Brenda Koschitzki are citizens of the United States.
Item
3. Source and Amount of Funds or Other
Consideration
The
source of funds used in the acquisition of the Issuer’s securities is personal
funds or assets of the Reporting Persons.
Item
4. Purpose of Transaction
The
Reporting Persons acquired the subject securities as part of an integrated
transaction whereby, on January 26, 2011: (i) Avi Koschitzki acquired 2,680,000
shares of common stock (or 223,334 shares after giving effect to a
one-for-twelve reverse split of the Company’s common stock which will be
effective February 7, 2011 (the “Split”)) from certain selling shareholders of
the Company and (ii) the Company acquired Xsovt, LLC, a New York limited
liability company (“Xsovt”) from the Reporting Persons. As a result
of the consummation of such transaction, the Reporting Person acquired control
of the Company.
Item
5. Interest in Securities of the
Issuer
(a) Avi
Koschitzki, Brenda Koschitzki (husband and wife) and The Koschitzki 2010 Trust
directly owns 10,334,277, 4,333,762 and 4,333,762 shares of the Company’s common
stock on a post-Split basis, respectively. Therefore, Avi
Koschitzki and Brenda Koschitzki may be deemed to beneficially own and have
voting and dispositive power over 19,001,801 shares of the Company’s common
stock, which represents approximately 98.2% of the outstanding shares of the
Company’s common stock. This does not include 3,500 shares of the
Company’s Series B Convertible Preferred Stock, which has the voting power
(which votes together with the common stock as a single class) equal to 52.5% of
the outstanding common stock. The Series B Convertible Stock is not
convertible until the Company achieves certain operational
milestones. When such milestones are met, the Series B Convertible
Stock is convertible into 35% of the outstanding shares of common stock at the
time of conversion.
(b) On
January 26, 2011 (the “Effective Date”), the Avi Koschitzki entered into that
certain Securities Purchase Agreement (the “SPA”) with the Company, the sellers
signatory thereto (the “Sellers”), and Jenson Services, Inc., pursuant to which
the Avi Koschitzki acquired 2,680,000 shares of common stock (on a pre-Split
basis, or 223,334 shares on a post-Split basis) for $350,000 in cash, $250,000
of which was paid on the Effective Date, $50,000 of which is to be paid no later
than 45 days following the Effective Date and $50,000 of which is to be paid no
later than 90 days following the Effective Date.
Further, pursuant to a Securities
Exchange Agreement, dated as of the Effective Date, the Reporting Persons
acquired an aggregate of: (i) 3,500 shares of the newly designated Series B
Convertible Preferred Stock of the Company, (ii) 19,128,467 shares of common
stock, which shares of common stock will be issued effective as of the Effective
Date but following the consummation of the Split and (iii) $350,000 in cash,
$250,000 of which was paid on the Effective Date, $50,000 of which is to be paid
no later than 45 days following the Effective Date and $50,000 of which is to be
paid no later than 90 days following the Effective Date, in exchange for 100% of
the membership interests in Xsovt.
(c) N/A
(d) N/A
Item
6. Contracts, Arrangements, Undertakings or
Relationships with Respect to Securities of the Issuer
Incorporated
by reference to the Company’s Current Report on Form 8-K filed with the SEC on
February 1, 2011.
Item
7. Material to be Filed as
Exhibits
Exhibit
2.1 - Securities Purchase Agreement, dated January 26, 2011, by and
among the Company, Avi Koschitzki, the sellers signatory thereto and Jenson
Services, Inc.
Exhibit
10.1 - Securities Exchange Agreement, dated as of January 26, 2011, by and among
Avi Koschitzki, Brenda Koschitzki, The Avi Koschitzki 2010 Trust, The Koschitzki
Children’s Trust and the Company
The
exhibits above are incorporated by reference to the Company’s Current Report on
Form 8-K filed with the SEC on February 1, 2011
