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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No.   )

HKN, Inc.

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(Name of Issuer)

Common Stock par value $0.01 per share

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(Title of Class of Securities)

40420K103

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(CUSIP Number)

Everest Hill Group Inc.

Tropic Isle Building, P.O. Box 3331

Road Town, Tortola

British Virgin Islands, VG 1110

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(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 24, 2014

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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 o.

 

 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.

(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).

 

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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CUSIP No. 40420K103

13D

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Item 1.

Security and Issuer.

The title of the class of equity securities to which this statement relates is common stock, $0.01 par value (the “Common Stock”), of HKN, Inc. (the “Issuer”), whose principal executive offices are located at 180 State Street, Suite 200, Southlake, TX 76092.

Item 2.

Identity and Background.

This statement on Schedule 13D (the "Statement") is being jointly filed by each of the following persons (being herein collectively referred to as the "Reporting Persons") pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to the Common Stock: Everest Hill Group Inc., a British Virgin Islands company ("Everest"); Lyford Investments Enterprises Ltd., a British Virgin Islands company ("Lyford"); AEF Finance Ltd., a British Virgin Islands company ("AEF"); UniPureEnergy Acquisition Ltd., a British Virgin Islands company ("UEA"); Quadrant Management, Inc., a Delaware corporation ("Quadrant"); Q Management Services (PTC) Ltd., a British Virgin Islands private trust company (Q Management), Vicali Services (BVI) Inc., a British Virgin Islands company ("Vicali"), Susan V. Demers, a United States citizen ("Demers"), Andrea J. Douglas, a citizen of New Zealand ("Douglas"), and Wayne Quasha ("Quasha") as the beneficial owner of the WQ, AQ and JQ Trusts.

The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act.

The Reporting Persons are filing this Statement because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person.

On December 13, 2013, Brean Murray Carret Group Inc. (“Brean”) changed its name to Everest Hill Group Inc. (“Everest”).

On October 9, 2011, Phyllis Quasha ceased to beneficially own all of the shares of Everest as a result of her death.  During her lifetime Mrs. Quasha settled the Everest Trust under which she was the beneficial owner of Everest. Q Management Services (PTC) Ltd. served as the Trustee of the Everest Trust.  Subsequent to Mrs. Quasha’s death, Wayne Quasha settled a new Everest Trust, which has three sub-trusts, the AQ Everest Trust, the JQ Everest Trust and the WQ Everest Trust. Mr. Quasha appointed the assets from the Everest Trust to the new Everest Trust and its sub- trusts and retains a right to revoke these trusts, making him the ultimate beneficial owner of Everest. Q Management Services (PTC), as Trustee of the AQ Everest Trust, the JQ Everest Trust and WQ Everest Trust now owns all of the shares of Everest which controls UEA, AEF, Lyford and Quadrant.

Vicali Services (BVI) Inc., a British Virgin Islands company ("Vicali"), is the sole director of Everest and Q Management Services (PTC) Ltd., and Susan V. Demers, a United States citizen ("Demers"), and Andrea J. Douglas, a citizen of New Zealand ("Douglas"), are the directors of Vicali.

Mr. Quasha, , an Australian citizen, is indirectly in a position to determine the investment and voting determinations over the shares of Common Stock of the Issuer held by Everest, and he is therefore deemed to be a beneficial owner of the shares of Common Stock of the Issuer.  Everest holds its interest in the issuer through UEA, AEF, Lyford and Quadrant.

Vicali, is the sole director of Everest and Demers and Douglas are the directors of Vicali and each of them have voting power over Vicali and thus power over investment and voting determinations made by Everest.  As such, each of Vicali, Demers and Douglas are therefore deemed to be beneficial owners of the shares of Common Stock of the Issuer.  Each of Vicali, Demers and Douglas disclaim any beneficial ownership interest in the Common Stock owned by Everest.

The principal business address and principal business or occupation of each Reporting Person is as follows:

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CUSIP No. 40420K103

13D

During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been 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.

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Item 3.

Source and Amount of Funds or Other Consideration.

On September 13, 2010, UEA and Quadrant elected to exercise the put option granted pursuant to the Securities Exchange Agreement the parties entered into, upon which HKN, Inc. issued 454,392 shares of additional restricted common stock to UEA and 89,358 shares of additional restricted common stock to Quadrant. On April 12, 2011, Lyford, UEA and Quadrant participated in a rights offering, upon which HKN, Inc. allocated 3,390,679 shares of common stock to Lyford, 1,282,180 shares of common stock to UEA And 95,129 shares of common stock to Quadrant. On June 3, 2011, HKN elected to purchase units pursuant to the Securities Exchange Agreement the parties entered into, upon which HKN, Inc. issued 1,245,373 shares of additional restricted common stock to Quadrant. On November 14, 2011, HKN elected to purchase the remaining units pursuant to the Securities Exchange Agreement the parties entered into, upon which HKN, Inc. issued 40,850 shares of additional restricted common stock to Quadrant.  The aforementioned share amounts reflect amounts prior to the 1 for 40 reverse stock split that took place in October 2012.

Item 4.

Purpose of Transaction.

The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, each Reporting Person may from time to time acquire additional shares of Common Stock that such Reporting Person now owns or may hereafter acquire.

Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions, in addition to that discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.

Item 5.

Interest in Securities of the Issuer.

*Disclaims Beneficial Ownership.

(b) Everest is deemed to have the power to vote or to direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by UEA, Lyford, AEF and Quadrant. Because of his relationship to Lyford, AEF, UEA & Quadrant as identified in Item 2 above, Quasha shares voting and dispositive power with regard to the Common Stock owned by UEA and Quadrant and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock owned by UEA, Lyford, AEF and Quadrant.

(c) The following transactions were effective by the identified parties during the sixty days preceding the date of filing of this Schedule 13d:

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CUSIP No. 40420K103

13D

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any 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 of the Issuer, 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, or a pledge or contingency the occurrence of which would give another person voting or vestment power over securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Exhibit 99.1

Joint Filing Agreement, by and among Everest Hill Group Inc., Wayne Quasha, Q Management Services (PTC) Ltd., Vicali Services (BVI Inc., Susan V. Demers, Andrea J. Douglas, Lyford Investments Enterprises Ltd., UniPureEnergy Acquisition Ltd. and Quadrant Management, Inc. dated as of February 24, 2014.

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SIGNATURE

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

Dated:  February 24, 2014
Everest Hill Group Inc. /
Q Management Services (PTC) Ltd.
By: Vicali Services (BVI) Inc.
Its Director
By:	/s/ Susan V. Demers
Name: Susan V. Demers
Title: Director
By:	/s/ Andrea J. Douglas
Name: Andrea J. Douglas
Title: Director
AEF Finance  Ltd.
By: Vicali Services (BVI) Inc.
Its Director
By:	/s/ Susan V. Demers
Name: Susan V. Demers
Title: Director
Lyford Investments Enterprises Ltd.
By: Vicali Services (BVI) Inc.
Its Director
By:	/s/ Susan V. Demers
Name: Susan V. Demers
Title: Director
UniPureEnergy Acquisition Ltd.
By: Vicali Services (BVI) Inc.
Its Director
By:	/s/ Susan V. Demers
Name: Susan V. Demers
Title: Director
Quadrant Management, Inc.
By:	/s/ Marco Vega
Name: Marco Vega
Title: CFO
/s/ Wayne Quasha
Name: Wayne Quasha

Attention.  Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

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CUSIP No. 40420K103

13D

 

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of HKN Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.

 

 

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