LiveOne, Inc. — Major Shareholding Notification 2012

Nov 29, 2012

SC 13G 1 q1100876_sandor13g-loton.htm Unassociated Document Licensed to: Quest Document Solutions LLC Document Created using EDGARizerAgent 5.3.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(b)

LOTON, CORP.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

54567A109

(CUSIP Number)

October 13, 2011

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

(Page 1 of 6 Pages)

CUSIP No. 54567A109

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John Lemak
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 760,000 (1)
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 760,000 (1)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 760,000 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.46 % (2)
12	TYPE OF REPORTING PERSON* IN

(1) Held by Sandor Capital Master Fund (“Sandor Capital”). Mr. John Lemak is the principal of Sandor Capital.

(2) Based on 5,645,000 shares outstanding as of as of November 15, 2012.

CUSIP No. 54567A109

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sandor Capital Master Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas

NUMBER OF SHARES	5	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY	6	SHARED VOTING POWER 760,000
EACH REPORTING	7	SOLE DISPOSITIVE POWER 0
PERSON WITH	8	SHARED DISPOSITIVE POWER 760,000

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 760,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.46 % (1)
12	TYPE OF REPORTING PERSON* CO

(1) Based on 5,645,000 shares outstanding as of as of November 15, 2012.

Item 1(a). Name of Issuer:

Loton, Corp.

Item 1(b). Address of Issuer's Principal Executive Offices:

4751 Wilshire Blvd., 3rd Floor, Los Angeles, California 90010

Item 2(a). Name of Person Filing.

This statement is being filed by John Lemak and Sandor Capital Master Fund (“Sandor Capital”, together with Mr. Lemak, the “Reporting Persons”).

Item 2(b). Address of Principal Business Office or, if None, Residence.

2828 Routh St., Suite 500, Dallas, Texas 75201

Item 2(c). Citizenship.

United States/Texas.

Item 2(d). Title of Class of Securities.

Common Stock, par value $0.001 per share.

Item 2(e). CUSIP Number.

54567A109

Item 3. Type of Person

Not applicable.

Item 4. Ownership.

(a) Amount beneficially owned: 760,000 (1).

(b) Percent of class: 13.46 % (2).

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0.

(ii) Shared power to vote or to direct the vote: 760,000 (1).

(iii) Sole power to dispose or to direct the disposition of: 0.

(iv) Shared power to dispose or to direct the disposition of: 760,000 (1).

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

(1) Held by Sandor Capital . Mr. John Lemak is the principal of Sandor Capital.

(2) Based on 5,645,000 shares outstanding as of as of November 15, 2012.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

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.

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.

Date: November 28, 2012	By:	Sandor Capital Master Fund — /s/ John Lemak
		John Lemak, Principal
Date: November 28, 2012	By:	/s/ John Lemak
		John Lemak