SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 4)¹

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

RENE GARCIA

1600 Northwest 84th Avenue

Miami, Florida 33126

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 for other parties to whom copies are to be sent.

(Continued on following pages)

___________

¹              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 18 of the Securities Exchange Act of 1934 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).

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4.     Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following information:

On October 6, 2017, the United States Bankruptcy Court for the District of Delaware entered an order confirming the Plan of Reorganization of the Issuer. On October 11, 2017 (the “Effective Date”), the Plan of Reorganization became effective, and the transactions contemplated therein were consummated.

On the Effective Date, pursuant to the Plan of Reorganization, all of the issued and outstanding shares of the Issuer’s Common Stock, all instruments, guarantees, certificates and other documents evidencing an equity security of the Issuer, and all options, warrants, call rights, puts, awards, purchase rights or other agreements to acquire an equity security of the Issuer, were cancelled for no consideration. This included Warrants to purchase 693,650 shares of Common Stock held by CMGP 2012 Trust and Warrants to purchase 693,667 shares of Common Stock held by each of JMGH 2012 Trust and VC 2012 Trust.

Pursuant to the Plan of Reorganization, persons who held shares of the Issuer Common Stock before the Effective Date (other than shares of Issuer Common Stock contributed to the capital of MJA Beauty, LLC) were provided the opportunity to receive $2.00 in cash for each such share by providing a Stockholder Release, releasing claims against the Issuer and its affiliates. The Reporting Persons have executed the Stockholder Releaseand received the $2 per share payment..

On the Effective Date, pursuant to the Plan of Reorganization, the Issuer issued 1,000 shares of Common Stock to MJA Beauty, LLC in consideration of $14,263,460, which in turn had been contributed to MJA Beauty, LLC by its members or their respective affiliates. The shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933 contained in Section 1145(a) of the Bankruptcy Code. Such shares constitute all of the outstanding equity interests of the Issuer following the Effective Date.  JM-CO Capital is a member and the beneficial owner of 4% of the limited liability interests of MJA Beauty, LLC.

On October 16, 2017, the Issuer filed a Form 15 (Certification and Notice of Termination of Registration) with the SEC to deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to file periodic reports such as Forms 10-Q and 10-K under the Exchange Act was suspended immediately upon such filing and will terminate when deregistration becomes effective 90 days thereafter.

None of the Reporting Persons has any current plans or proposals to acquire or dispose of additional securities of the Issuer, or to change the present board of directors or management of the Issuer.

Item 5.     Interests in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:

(a), (b)  As of October 11, 2017, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer.

(c)          The information provided in Item 4 is incorporated herein by reference.

(d)          None.

(e)          As of October 11, 2017, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer.

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  November 2, 2017