gyst-sc13g_sccapital082613.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(AMENDMENT NO. ___)*
 
THE GRAYSTONE COMPANY, INC.
(Name of issuer)
 
Class A Common Stock, Par Value $0.0001 Per Share
(Title of class of securities)
 
38981A209
(CUSIP number)
 
August 17, 2013
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨   Rule 13d-1(b)
 
x   Rule 13d-1(c)  
 
¨   Rule 13d-1(d)
 
* 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 in 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 (“Act”) 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).
 
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1745 (1-06)
 
Page 1 of 5 pages
 
 
 
 
 
CUSIP No. 38981A209
13G
Page 2 of 5 Pages
 
1.    Name of Reporting Person
       I.R.S. Identification Nos. of above persons (entities only).
SC Capital
EIN: 46-2083663
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) o
(b) o
 
3.    SEC Use Only
 
 
4.    Citizenship or Place of Organization
California
 
  5.   Sole Voting Power
  212,039,945*
Number of
    
Shares
 6.   Shared Voting Power
Beneficially
  
Owned by    
Each
 7.   Sole Dispositive Power
Reporting
 212,039,945*
Person
    
With: 8.    Shared Dispositive Power
   
   
*Consists of Class A Common Stock which the reporting person has the right to acquire by way of conversion of a security as well as shares currently owned.
 
9.    Aggregate Amount Beneficially Owned by Each Reporting Person:
212,039,945*
 
*Consists of Class A Common Stock which the reporting person has the right to acquire by way of conversion of a security as well as shares currently owned.
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
11.  Percent of Class Represented by Amount in Row (9)
9.99% (based on the total of 2,140,817,636 outstanding shares of Class A Common Stock)
 
12.  Type of Reporting Person (See Instructions)
CO
 
 
 
 
 
CUSIP No. 38981A209
13G
Page 3 of 5 Pages
 
Item 1
(a)
Name of Issuer:
   
THE GRAYSTONE COMPANY, INC., a Delaware corporation
     
 
(b)
Address Of Issuer's Principal Executive Offices:
   
2620 Regatta Drive, Ste 102, Las Vegas, NV 89128
     
Item 2
(a)
Name of Person Filing:
   
SC Capital
     
 
(b)
Address of Principal Business Office, or, if none, Residence:
   
5000 Birch Street, Newport Beach, CA 92660
     
 
(c)
Citizenship:
   
California
     
 
(d)
Title of Class of Securities:
   
Class A Common Stock, Par Value $0.0001 Per Share
     
 
(e)
Cusip Number:
   
38981A209
     
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:
     
 
(a)
¨   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
o   Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
 
(e)
o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F).
 
(g)
o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)
o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)
o   Group in accordance with §240.13d-1(b)(ii)(J).
 
 
 
 
 
CUSIP No.   38981A209
13G
Page 4 of 5 Pages
 
Item 4 Ownership
     
  (a) Amount beneficially owned 212,039,945*
     
  (b) Percent of class: 9.99%
     
  (c) Number of shares as to which the person has:
     
    (i) Sole power to vote or to direct the vote: 212,039,945*
     
    (ii) Shared power to vote or to direct the vote
     
    (iii) Sole power to dispose or to direct the disposition of: 212,039,945*
     
    (iv) Shared power to dispose or to direct the disposition of
 
*Consists of Class A Common Stock which the reporting person has the right to acquire by way of conversion of a security as well as shares currently owned.
 
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 five percent of the class of securities, check the following ¨.
 
Item 6 Ownership of More Than Five Percent on Behalf Of Another Person
 
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
Item 8 Identification and Classification of Members of The Group
 
Item 9 Notice of Dissolution of Group
 
Item 10 Certification
 
(a)  The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 or effect.
 
(b)  The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
 
By signing below I certify that, to the best of my 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 or effect.
 
 
 
 
 
CUSIP No. 38981A209
13G
Page 5 of 5 Pages
 
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.
 
 
August 26, 2013
 
Date
   
 
/s/Valerie Baugher
 
Signature
   
 
Valerie Baugher, President
 
Name/Title
 
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
 
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)